SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HARRAH'S ENTERTAINMENT, INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
413619 10 7
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(CUSIP Number)
December 31, 1998
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|X| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 7 Pages
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CUSIP No. 413619 10 7
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Trustees of the Harrah's Entertainment, Inc. Savings and Retirement Plan
62-1412645
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
Tennessee
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
6,232,157 (1)
(6) Shared voting power:
0 (1)
(7) Sole dispositive power:
0 (1)
(8) Shared dispositive power:
0 (1)
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(9) Aggregate amount beneficially owned by each reporting person.
6,232,157
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
6.2%
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(12) Type of reporting person (see instructions).
EP
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(1) See Exhibit A
Page 2 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer
Harrah's Entertainment, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
1023 Cherry Road
Memphis, TN 38117
Item 2(a) Name of Person Filing
Trustees of the Harrah's Entertainment, Inc.
Savings and Retirement Plan
Item 2(b) Address of Principal Business Office or Residence
1023 Cherry Road
Memphis, TN 38117
Item 2(c) Citizenship
Trust organized under the laws of Tennessee
Item 2(d) Title of Class of Securities
Common
Item 2(3) CUSIP Number
413619 10 7
Page 3 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) (X) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with ss. 240.13d-1(b)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned
6,232,157 shares
(b) Percent of Class
6.2%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote: 6,232,157
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
See Exhibit A.
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the securities, check the following ( ).
Page 4 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 6 Ownership of More than Five Percent on Behalf of Another Person
See Exhibit A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effects.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
February 9, 1999
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Date
/s/ Neil F. Barnhart
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Signature
Neil F. Barnhart, Authorized Trustee
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Name/Title
Page 5 of 7 Pages
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Exhibit A
ITEM 4 - OWNERSHIP
The participants in the Harrah's Entertainment, Inc. Savings and
Retirement Plan have the right to direct the disposition of the securities held
in their accounts by changing their investment elections and withdrawing or
borrowing funds from their accounts pursuant to the terms of the Plan. No one
participant has such rights with respect to more than 5% of the security class.
The trustees of the Plan have sole voting rights for the securities held
by the Plan, except that each participant in the Plan has the right, to the
extent of shares of Company common stock allocated to his or her account in the
Harrah's Entertainment Stock Fund of the Plan (including vested and unvested
amounts), to direct the trustees in writing as to how to respond to a
solicitation of proxies opposed by management of the Company.
The trustees do not have investment power over any of the shares listed.
Pursuant to the terms of the Plan, the participants in the Plan have the right
to direct the disposition of the securities held in their respective accounts
and to direct the trustees in writing as to how to respond to a tender offer
evidenced by the filing of a statement on Schedule 14D-1 or similar transaction.
No participant has such rights with respect to more than 5% of the security
class.
The trustees of the Plan are Neil F. Barnhart, Patrick Dennehy, Tom
Jenkin, Ben C. Peternell, Dee A. Wallace, Timothy J. Wilmott, Herb Wolfe and
Judy T. Wormser.
Page 6 of 7 Pages
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HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
CERTIFICATE OF SECRETARY
I, Vincent G. De Young, the duly authorized and acting Secretary of the
Harrah's Entertainment, Inc. Savings and Retirement Plan (the "Plan"), do hereby
certify that the following resolution was duly adopted by the Trustees of the
Plan on February 4th, 1994 and that said resolution is in full force and effect
as of the date hereof:
RESOLVED, that Neil F. Barnhart, Michael N. Regan, Charles A. Ledsinger,
Jr. or Ben C. Peternell be, and each such trustee hereby is, authorized
to execute, on behalf of the Plan and on behalf of the trustees of the
Plan, any document, report, statement or schedule that is required to be
filed, or that any such trustee deems appropriate to be filed, with any
governmental agency including, without limitation, documents filed with
the Securities and Exchange Commission including Schedule 13G's and other
SEC documents, the Department of Labor, and the Internal Revenue Service.
WITNESS MY SIGNATURE this 9th day of February, 1999.
/s/ Vincent G. De Young
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Vincent G. De Young, Secretary
Harrah's Entertainment, Inc.
Savings and Retirement Plan
Page 7 of 7 Pages
