<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
HARRAH'S ENTERTAINMENT, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7993 62-1411755
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
</TABLE>
1023 CHERRY ROAD
MEMPHIS, TENNESSEE 38117
(901) 762-8600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
E. O. ROBINSON, JR., ESQ. DAVID M. HERNAND, ESQ.
GENERAL COUNSEL LATHAM & WATKINS
HARRAH'S ENTERTAINMENT, INC. 633 WEST FIFTH STREET, SUITE 4000
1023 CHERRY ROAD LOS ANGELES, CALIFORNIA 90071-2007
MEMPHIS, TENNESSEE 38117 (213) 485-1234
(901) 762-8600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective as
determined by
market conditions and other factors.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.10 per share 589,165 $22.28125 $13,127,332.66 $3,649.40
</TABLE>
(1) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the proposed maximum offering price per share is based on $22.28125,
representing the average of the high and low prices for Harrah's
Entertainment, Inc.'s common stock reported on the New York Stock Exchange
on April 30, 1999.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING STOCKHOLDERS
ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED MAY 6, 1999
[LOGO]
HARRAH'S ENTERTAINMENT, INC.
589,165 SHARES OF COMMON STOCK
-------------------
THE 589,165 SHARES OF COMMON STOCK OF HARRAH'S ENTERTAINMENT, INC. INCLUDED
IN THIS PROSPECTUS ARE BEING OFFERED BY THE STOCKHOLDERS NAMED UNDER THE HEADING
"SELLING STOCKHOLDERS" ON PAGE 3. THE SELLING STOCKHOLDERS OBTAINED THEIR SHARES
IN CONNECTION WITH OUR BUY-OUT OF MINORITY INTERESTS IN ENTITIES WHICH OWN THE
HARRAH'S EAST CHICAGO CASINO. WE WILL NOT RECEIVE ANY PROCEEDS FROM THE SALE OF
SHARES BY THE SELLING STOCKHOLDERS.
OUR COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE UNDER THE SYMBOL
"HET." ON MAY 5, 1999, THE LAST REPORTED SALE PRICE OF OUR COMMON STOCK ON THE
NEW YORK STOCK EXCHANGE WAS $24.3125 PER SHARE.
-------------------
THE SECURITIES AND EXCHANGE COMMISSION, STATE SECURITIES REGULATORS AND
GAMING REGULATORY AUTHORITIES HAVE NOT APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------
THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE>
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
APPLICABLE PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
ON THE FRONT OF THOSE DOCUMENTS REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT. YOU SHOULD RELY ONLY ON THE
INFORMATION INCORPORATED BY REFERENCE OR PROVIDED IN THIS PROSPECTUS AND ANY
APPLICABLE PROSPECTUS SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH DIFFERENT INFORMATION. THE SELLING STOCKHOLDERS ARE OFFERING THEIR
SHARES OF OUR COMMON STOCK AND SEEKING OFFERS TO BUY SUCH SHARES ONLY IN
JURISDICTIONS WHERE OFFERS AND SALES OF SUCH SHARES ARE PERMITTED.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company................................................................................................ 3
Use of Proceeds............................................................................................ 3
Selling Stockholders....................................................................................... 3
Unaudited Pro Forma Condensed Financial Information........................................................ 4
Description of the Common Stock............................................................................ 10
Plan of Distribution....................................................................................... 11
Legal Matters.............................................................................................. 12
Experts.................................................................................................... 12
Where You Can Find More Information........................................................................ 12
Disclosure Regarding Forward-Looking Statements............................................................ 13
</TABLE>
-------------------
2
<PAGE>
THE COMPANY
We are one of the leading casino entertainment companies in the United
States, operating in more markets than any other casino company and offering a
Harrah's casino experience within a three-hour drive of one-third of the U.S.
population. Our U.S. operations currently include nine land-based casinos, seven
riverboat or dockside casinos, and three casinos on Indian reservations. We also
own a non-controlling interest in and will manage the only land-based casino in
New Orleans, Louisiana upon its anticipated completion in late October 1999. Our
merger with Rio Hotel & Casino, Inc. in January 1999 added a profitable, premier
Las Vegas resort destination with a unique level of service, strong brand name,
and distinct customer base to our national distribution of casino offerings. We
are a holding company and our principal asset is the capital stock of Harrah's
Operating Company, Inc., which directly owns some of our casino properties and
directly and indirectly owns the stock of subsidiaries which operate the
remainder of our properties.
We also currently own a partial interest in and manage the Star City Casino
in Sydney, Australia. On April 15, 1999, we entered into an agreement to sell to
TABCORP Holdings Limited, an Australian gaming company, approximately 76% of our
stock holdings in an entity which indirectly owns Star City, a portion of our
option to purchase additional equity in such entity and our interest in a
different entity which manages Star City pursuant to a management contract. We
also intend to sell our remaining shares and options in Star City for cash or by
tendering such shares and options into a separate tender offer for Star City
shares that will be initiated by TABCORP. We expect to realize approximately
US$220 million in after-tax proceeds from the sale of our equity and management
interest in Star City, which will be used to reduce our outstanding
indebtedness. In addition, we have agreed to continue providing certain advisory
services for which TABCORP has agreed to pay us US$4.5 million annually for
three years (which could increase to US$6.4 million under certain
circumstances). The consummation of this transaction is subject to the receipt
of regulatory approval from the New South Wales Casino Control Authority. We
expect to close this transaction in the second half of 1999.
Our principal executive offices are located at 1023 Cherry Road, Memphis,
Tennessee 38117, and our telephone number is (901) 762-8600. For additional
information about us, see the documents incorporated by reference herein as
described under "Where You Can Find More Information" on page 12.
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares by the selling
stockholders.
SELLING STOCKHOLDERS
This prospectus may be used in connection with the sale of shares of common
stock by the selling stockholders. The selling stockholders obtained their
shares in connection with our buy-out of minority interests in entities which
own the Harrah's East Chicago Casino. The following table provides information
regarding the shares of common stock beneficially owned by the selling
stockholders as of February 26, 1999, the number of shares which may be sold by
the selling stockholders and the number of shares which will be beneficially
owned by the selling stockholders after the contemplated sale. Each of the
selling stockholders currently owns less than 1% of the total outstanding shares
of our common stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF BENEFICIAL
BENEFICIALLY OWNED SHARES BEING OWNERSHIP AFTER
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING OFFERED OFFERING
- -------------------------------------------------------- ----------------------- --------------- -------------------
<S> <C> <C> <C>
George Novogroder....................................... 252,427 252,427 0
Barry Porter............................................ 168,369 168,369 0
Estate of Nikos Kefalidis............................... 168,369 168,369 0
</TABLE>
3
<PAGE>
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
The following unaudited pro forma condensed financial statements are based
upon and should be read in conjunction with our historical consolidated
financial statements and the historical consolidated financial statements of Rio
and Showboat, which are incorporated by reference into this registration
statement.
As more fully explained in the accompanying footnotes, the unaudited pro
forma condensed statement of income for the year ended December 31, 1998, gives
effect to:
(i) our June 1998 acquisition of Showboat, including a non-controlling
interest in Showboat Marina Casino Partnership;
(ii) our January 1999 merger with Rio and our February 1999 acquisition
of a controlling interest in Showboat Marina Casino Partnership;
(iii) our refinancing of substantially all of the existing indebtedness
of Showboat and Showboat Marina Casino Partnership;
(iv) certain adjustments that are directly attributable to these
acquisitions and are anticipated to have continuing impact, including
quantified benefits arising from the elimination of duplicated corporate
office and operational support functions;
(v) our issuance in December 1998 of $750 million of 7 7/8% Senior
Subordinated Notes due 2005; and
(vi) the presentation of Showboat's Las Vegas property as an asset held
for sale.
The unaudited pro forma condensed statement of income assumes these
transactions were consummated on the first day of the period presented.
The unaudited pro forma condensed balance sheet presents the combined
financial position of Harrah's (including Showboat), Rio and Showboat Marina
Casino Partnership as of December 31, 1998, giving effect to:
(i) our merger with Rio applying the purchase method of accounting;
(ii) our acquisition of a controlling ownership interest in Showboat
Marina Casino Partnership;
(iii) certain adjustments that are directly attributable to these
transactions; and,
(iv) the March 1999 acquisition by Harrah's Operating Company, Inc. of
the notes issued by Showboat Marina Casino Partnership and Showboat Marina
Finance Corporation.
The unaudited pro forma condensed balance sheet assumes that these
transactions were consummated as of December 31, 1998.
The unaudited pro forma condensed financial statements have been prepared
based upon currently available information and assumptions that we have deemed
appropriate. This pro forma information may not be indicative of what actual
results would have been, nor does such data purport to represent the combined
operating results of Harrah's, Showboat and Rio for future periods.
4
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED
STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
ACQUISITION
OF
SHOWBOAT
SHOWBOAT MERGER MARINA
HARRAH'S PRE-ACQUISITION WITH CASINO PRO FORMA
HISTORICAL RESULTS RIO PARTNERSHIP ADJUSTMENTS HARRAH'S
(NOTE 1) (NOTE 2) (NOTE 3) (NOTE 4) (NOTE 5) AS ADJUSTED
----------- ----------------- ----------- ------------- ------------- -----------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
Revenues
Casino......................... $ 1,660.3 $ 237.6 $ 212.2 $ 102.5 $ (19.4)(a) $ 2,193.2
Food and beverage.............. 231.6 25.9 132.7 4.8 (5.6)(a) 389.4
Rooms.......................... 153.5 9.7 81.0 -- (2.5)(a) 241.7
Management fees................ 64.8 4.4 -- -- -- 69.2
Other.......................... 78.3 4.1 30.4 1.9 (1.8)(a) 112.9
Less: casino promotional
allowances................... (184.5) (17.4) (39.2) (2.5) 1.8(a) (241.8)
----------- ------ ----------- ------ ------ -----------
Total revenues............. 2,004.0 264.3 417.1 106.7 (27.5) 2,764.6
----------- ------ ----------- ------ ------ -----------
Operating expenses
Direct
Casino....................... 868.8 100.6 126.8 52.3 (7.6)(a) 1,140.9
Food and beverage............ 116.6 27.6 96.1 5.3 (6.7)(a) 238.9
Rooms........................ 41.9 6.1 25.2 -- (1.6)(a) 71.6
Depreciation of buildings,
riverboats and equipment..... 130.1 19.0 27.6 9.6 (2.7)(a) 181.1
(2.5)(b)
Equity in (income) losses of
nonconsolidated
subsidiaries................. 15.0 1.2 -- 0.6 16.8
Project opening costs.......... 8.1 -- 0.2 -- 8.3
Other.......................... 535.7 108.1 83.1 28.0 (12.2)(a) 720.7
5.5(c)
(26.0)(d)
5.5(e)
(7.0)(f)
----------- ------ ----------- ------ ------ -----------
Total operating expenses... 1,716.2 262.6 359.0 95.8 (55.3) 2,378.3
----------- ------ ----------- ------ ------ -----------
Income from operations........... 287.8 1.7 58.1 10.9 27.8 386.3
Interest expense, net of interest
capitalized.................... (117.3) (29.7) (24.3) (10.9) 5.0(g) (193.5)
(13.9)(h)
0.8(j)
(11.5)(k)
8.3(l)
Other income, including interest
income......................... 32.8 1.8 (15.4) -- 15.4(m) 34.6
----------- ------ ----------- ------ ------ -----------
Income before income taxes and
minority interests............. 203.3 (26.2) 18.4 -- 31.9 227.4
Provision for income taxes....... (74.6) 4.0 (11.3) -- (13.9)(n) (95.8)
Minority interests............... (7.0) -- -- -- -- (7.0)
----------- ------ ----------- ------ ------ -----------
Income from continuing
operations..................... $ 121.7 $ (22.2) $ 7.1 $ -- $ 18.0 $ 124.6
----------- ------ ----------- ------ ------ -----------
----------- ------ ----------- ------ ------ -----------
Income from continuing operations
per share
Basic........................ $ 1.21 $ 1.00
----------- -----------
----------- -----------
Diluted...................... $ 1.19 $ 0.98
----------- -----------
----------- -----------
Average common shares
outstanding.................... 100.2 124.9(o)
----------- -----------
----------- -----------
Average common and common
equivalent shares
outstanding.................... 101.5 126.8(o)
----------- -----------
----------- -----------
</TABLE>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
5
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONDENSED
BALANCE SHEET
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
ACQUISITION
OF
SHOWBOAT
MERGER MARINA
HARRAH'S WITH CASINO PRO FORMA
HISTORICAL RIO PARTNERSHIP ADJUSTMENTS HARRAH'S
(NOTE 1) (NOTE 3) (NOTE 4) (NOTE 6) AS ADJUSTED
----------- ----------- ------------- ------------- -----------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents....................... $ 159.0 $ 22.0 $ 26.1 $ $ 207.1
Receivables, less allowance for doubtful
accounts...................................... 55.0 42.8 (3.9) 93.9
Deferred income tax benefits.................... 22.5 -- -- 22.5
Inventories..................................... 27.5 14.4 0.2 42.1
Prepayments and other........................... 15.3 18.2 0.1 33.6
----------- ----------- ------ ------------- -----------
Total current assets.......................... 279.3 97.4 22.5 399.2
----------- ----------- ------ ------------- -----------
Land, buildings, riverboats and equipment......... 2,660.0 795.9 166.6 186.2(p) 3,688.4
(120.3)(p)
Less: accumulated depreciation.................... (789.8) (107.5) (14.8) 120.3(p) (791.8)
----------- ----------- ------ ------------- -----------
1,870.2 688.4 151.8 186.2 2,896.6
Goodwill.......................................... 383.4 -- -- 151.8(q) 535.2
Trademarks........................................ 66.3 -- -- 55.9(r) 122.2
Investments in and advances to nonconsolidated
affiliates...................................... 273.5 -- 12.3 285.8
Other assets...................................... 413.6 26.3 1.1 (3.3)(s) 431.5
(6.2)(s)
----------- ----------- ------ ------------- -----------
$ 3,286.3 $ 812.1 $ 187.7 $ 384.4 $ 4,670.5
----------- ----------- ------ ------------- -----------
----------- ----------- ------ ------------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable................................ $ 58.5 $ 34.1 $ 0.6 $ $ 93.2
Accrued expenses................................ 172.0 37.4 18.7 5.0(t) 233.1
Current portion of long-term debt............... 2.3 2.8 6.3 11.4
----------- ----------- ------ ------------- -----------
Total current liabilities..................... 232.8 74.3 25.6 5.0 337.7
Long-term debt.................................... 1,999.4 429.2 162.1 54.7(u) 2,645.4
Deferred credits and other........................ 112.4 -- -- 112.4
Deferred income taxes............................. 75.4 28.6 -- 74.3(v) 178.3
----------- ----------- ------ ------------- -----------
2,420.0 532.1 187.7 134.0 3,273.8
----------- ----------- ------ ------------- -----------
Minority interests................................ 14.9 -- -- 14.9
----------- ----------- ------ ------------- -----------
Commitments and contingencies
Stockholders' equity
Common stock.................................... 10.2 0.2 -- 2.4(w) 12.8
Capital surplus................................. 407.7 182.7 -- 346.7(w) 937.1
Retained earnings............................... 451.4 97.1 -- (97.1)(w) 449.8
(1.6)(u)
Accumulated other comprehensive income.......... 6.6 6.6
Deferred compensation related to restricted
stock......................................... (24.5) (24.5)
----------- ----------- ------ ------------- -----------
851.4 280.0 -- 250.4 1,381.8
----------- ----------- ------ ------------- -----------
$ 3,286.3 $ 812.1 $ 187.7 $ 384.4 $ 4,670.5
----------- ----------- ------ ------------- -----------
----------- ----------- ------ ------------- -----------
</TABLE>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
6
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
Note 1--Historical financial information for Harrah's for the year ended
December 31, 1998, has been derived from our historical audited financial
statements, which include Showboat's operations after our June 1, 1998
acquisition of Showboat.
Note 2--Showboat's financial results reflected in the Unaudited Pro Forma
Condensed Statement of Income for the year ended December 31, 1998, include the
five months of Showboat's operations prior to our June 1, 1998 acquisition of
Showboat.
Note 3--The merger with Rio reflects the addition of the financial results
for Rio, which has been derived from Rio's historical financial statements, as a
result of our merger with Rio on January 1, 1999. The merger was accounted for
as a purchase.
Note 4--The East Chicago Acquisition reflects the impact of the Company's
acquisition in February 1999 of a controlling interest in Showboat Marina Casino
Partnership. After we acquired Showboat, we owned a 55% non-controlling interest
in Showboat Marina Casino Partnership, the partnership which owns and operates
the Showboat Mardi Gras Casino (now Harrah's East Chicago). Because our June 1,
1998 acquisition of Showboat did not include a controlling interest in Showboat
Marina Casino Partnership, we accounted for this investment using the equity
method of accounting. With the acquisition of the additional ownership interest
in Showboat Marina Casino Partnership, we now have accounting control of the
partnership and have begun consolidating this business. The adjustment to the
Unaudited Pro Forma Condensed Statement of Income converts our original equity
method investment in the East Chicago property to full consolidation for the
period from the date of its acquisition. Similarly, the adjustment to the
Unaudited Pro Forma Condensed Balance Sheet reflects the impact of the
conversion of our accounting for our investment in Showboat Marina Casino
Partnership from the equity method to full consolidation.
Note 5--The following are brief descriptions of the pro forma adjustments
made to the statement of income to reflect the acquisition of the acquired
businesses.
(a) Adjusts the historical statement of income to remove the pre-acquisition
operating results of Showboat's Las Vegas property. We are carrying Showboat's
Las Vegas property as an asset held for sale, and as such, the asset is recorded
on our balance sheet at its estimated net realizable value, net of estimated
selling expenses and carrying costs through the expected date of sale. The net
impact of the adjustments related to Showboat's Las Vegas property is to
increase income from continuing operations by $2.1 million for the year ended
December 31, 1998.
(b) Adjusts depreciation expense due to the revaluation of acquired property
and equipment resulting from the allocation of the purchase price of the
acquired businesses.
(c) Reflects estimated amortization of the excess of the purchase price paid
over the net book value of the assets acquired, the value assigned to Showboat's
management contracts and the Showboat trademarks. We are finalizing the
allocation of the purchase price among the assets acquired and the liabilities
assumed based on fair market values, as determined by appraisals, discounted
cash flows, quoted market prices and estimates made by management. For purposes
of these pro forma statements, it is assumed that the excess purchase price and
the trademarks will be amortized over 40 years.
(d) Reflects adjustments for transaction costs expensed by Showboat in
pre-acquisition periods and estimated administrative costs savings to be
realized as a result of merger efficiencies.
(e) Reflects increase in expense due to the amortization of the trademarks
and the excess of the purchase price over the value of assets acquired arising
from our merger with Rio and acquisition of a controlling interest in Showboat
Marina Casino Partnership. The excess purchase price and the value
7
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS (CONTINUED)
assigned to the trademarks acquired in the Rio transaction will be amortized
over 40 years. The excess purchase price arising from the acquisition of the
minority partners' interest in Showboat Marina Casino Partnership will be
amortized over 30 years.
(f) Records the impact on expenses of estimated operational efficiencies for
functions which will be eliminated or reduced as a result of our merger with
Rio.
(g) Reflects reduction in interest expense from our retirement of $218.6
million face amount of Showboat's 9 1/4% First Mortgage Bonds due 2008 and
$117.9 million face amount of Showboat's 13% Senior Subordinated Notes due 2009
using funds drawn under our credit facility. See Note (i).
(h) Reflects additional interest expense, including amortization of related
deferred finance charges, arising from the incremental borrowings incurred by us
to fund the purchase of Showboat's outstanding common stock. See Note (i).
(i) The funds required to fund the retirement of a portion of Showboat's
outstanding debt (see Note (g)) and the purchase of Showboat's outstanding
common stock (see Note (h)) were provided by borrowings under our credit
facility and the pro forma effects of such borrowings on interest expense have
been computed at an average floating rate of 6.22% for the year ended December
31, 1998. Each 1/8 of a percent change in the floating rate on these borrowings
would result in a change in interest expense of $1.1 million for the year ended
December 31, 1998.
(j) Reflects the amortization of the estimated premium to be recognized to
adjust the debt of Rio assumed in the merger to its fair value at the
acquisition date, net of incremental borrowings incurred to fund transactions
costs and to fund the acquisition of the minority partners' interest in Showboat
Marina Casino Partnership.
(k) Reflects net impact on interest expense of our completion in December
1998 of an offering of $750.0 million of 7 7/8% Senior Subordinated Notes due
2005. In connection with obtaining the consent of the lenders under our credit
facility to our merger with Rio, we agreed to modify certain terms of the credit
facility relating to mandatory principal reductions. Proceeds from the December
offering were used to reduce our then outstanding borrowings under our credit
facility and substantially satisfied our refinancing requirements under our
amended credit facility. This adjustment reflects the incremental interest
expense, including amortization of deferred finance charges, due to this
refinancing.
(l) Reflects net reduction in interest expense for the impact of our
refinancing of $140.0 million face amount of 13 1/2% First Mortgage Notes due
2009 issued by Showboat Marina Casino Partnership and Showboat Marina Finance
Corporation. The funds required to fund the refinancing of this debt were
provided by borrowings under our credit facility. The pro forma effects of such
borrowings on interest expense have been computed at an assumed rate of 6.22%
for the year ended December 31, 1998. Each 1/8 of a percent change in the
floating rate on these borrowings would result in a change in interest expense
of $0.2 million for the year ended December 31, 1998.
(m) Reflects adjustments for transaction costs expensed by Rio in pre-merger
periods.
(n) Records the estimated tax effect of these pro forma adjustments, with
the exception of the amortization of goodwill, which is assumed to be
nondeductible for tax purposes.
(o) Pro forma income from continuing operations per share is computed on the
basis of the combined weighted average number of shares of our common stock and
our common stock equivalents after giving effect to the issuance of shares to
consummate the acquisitions of the acquired businesses.
8
<PAGE>
HARRAH'S ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS (CONTINUED)
Note 6--The following are brief descriptions of the pro forma adjustments to
our balance sheet to reflect our merger with Rio, our acquisition of a
controlling interest in Showboat Marina Casino Partnership and our retirement of
the debt of Showboat Marina Casino Partnership and Showboat Marina Finance
Corporation.
(p) Reflects the net increase in the carrying value of Rio's and Showboat
Marina Casino Partnership's property and equipment to adjust those assets to
their estimated fair market value, including the elimination of the historical
accumulated depreciation balances as of the acquisition date.
(q) Reflects as goodwill the preliminary estimate of the excess purchase
price over fair value of net tangible assets acquired and liabilities assumed in
our merger with Rio and acquisition of a controlling interest in Showboat Marina
Casino Partnership.
(r) Reflects the preliminary estimate of the purchase price allocated to the
Rio trademarks acquired in the merger.
(s) Reduces other assets to reflect deferred financing costs of Rio not
valued due to the adjustment of debt to estimated fair market value and the
reclassification to goodwill of deferred transaction costs we incurred in prior
periods.
(t) Records as current liabilities the accrual of severance and direct
merger costs of Harrah's and Rio.
(u) Reflects the net adjustment of long-term debt to reflect the adjustment
of assumed debt to its estimated fair market value at the acquisition date, the
incurrence of additional debt to fund costs incurred in the acquisition
transactions, and the refinancing of the Showboat Marina Casino Partnership and
Showboat Marina Finance Corporation notes, including the related extraordinary
loss.
(v) Records the deferred tax effect of the pro forma balance sheet
adjustments, primarily related to property and equipment, trademarks and
estimated severance costs.
(w) The net increase in stockholders' equity reflects:
- the issuance of one share of our common stock for each share of Rio
common stock outstanding;
- the elimination of Rio's historical net assets; and
- the issuance of our common stock as consideration in our acquisition of
a controlling interest in Showboat Marina Casino Partnership.
9
<PAGE>
DESCRIPTION OF THE COMMON STOCK
This description of our common stock is not complete and should be
considered along with the more specific provisions of our Certificate of
Incorporation and Bylaws which are incorporated by reference into this
prospectus. See "Where You Can Find More Information" on page 12.
GENERAL
Our Certificate of Incorporation authorizes us to issue up to 360,000,000
shares of common stock, par value $0.10 per share. As of March 12, 1999, we had
127,645,664 shares of common stock issued and outstanding. In addition, we have
an additional 3,793,668 shares reserved for issuance under our 1990 Stock Option
Plan and our 1990 Restricted Stock Plan.
Holders of our common stock are entitled to receive dividends when declared
by our Board of Directors out of funds legally available for such purpose.
Holders of common stock will receive such dividends if dividends are (1)
permitted by the agreements governing our then outstanding debt and (2) all
preferred stockholders with dividend rights have received their dividends.
In the event of any liquidation, dissolution or winding-up of our affairs,
holders of our common stock will share proportionately in all lawful
distributions of our assets remaining after payment of all debts and other
liabilities and payment of any liquidation preference on any shares of our
preferred stock which might then be outstanding.
The holders of our common stock are entitled to one vote per share, and are
not entitled to cumulative voting rights in the election of our directors.
Holders of common stock also do not have conversion or preemptive rights to
subscribe for any of our stock or other securities which we may issue.
All of our outstanding shares of common stock are fully paid and
nonassessable.
REDEMPTION
While holders of common stock do not have redemption rights, we may redeem
our common stock if, among other things, our Board of Directors determines that
redemption is necessary to avoid any regulatory sanctions against, or to prevent
the loss of, or to secure the reinstatement of, any license, franchise or
entitlement from any governmental agency held by us, any of our affiliates, or
any entity we or any one of our affiliates owns, which license, franchise or
entitlement is:
- conditioned upon some or all of the holders of any class or series of our
stock possessing prescribed qualifications; or
- needed to allow the conduct of any portion of the respective business
operations of us, our affiliates or such other entities.
SPECIAL STOCK
Our Certificate of Incorporation currently authorizes 5,000,000 shares of
special stock, $1.125 par value per share. This special stock is designed to
discourage an unsolicited tender offer or takeover proposal by granting the
holders of such stock extraordinary voting, dividend, redemption or conversion
rights. Our Board of Directors has the sole authority to determine the rights,
preferences or privileges of the special stock.
Our Board of Directors has authorized that one special stock purchase right
be attached to each outstanding share of common stock. This special right is
exercisable only if a person or group acquires 15% or more of our common stock
or announces a tender offer for 15% or more of our common stock. This special
right entitles holders of common stock to buy one two-hundredth of a share of
special stock for $130 per fractional share, subject to certain anti-dilution
adjustments. If a person acquires 15% of more of
10
<PAGE>
our common stock, each holder of a special right can purchase common stock
having a market value of twice the special right's exercise price. Under certain
conditions, holders of special rights can purchase stock of an acquiring company
at a discount. Special rights held by the person acquiring 15% or more of our
common stock will become void. This special stock purchase right will expire on
October 5, 2006, unless redeemed earlier by our Board of Directors at one cent
per special right.
PROHIBITED BUSINESS TRANSACTIONS
As a corporation organized under Delaware law, we are subject to Section 203
of the Delaware General Corporation Law, which restricts certain business
combinations between us and an interested stockholder or such stockholder's
affiliates or associates for a period of three years following the date on which
the stockholder becomes an interested stockholder. In general, an "interested
stockholder" for purposes of Section 203 is any stockholder owning 15% or more
of our voting stock. These restrictions do not apply if:
(i) our Board of Directors gives prior approval of either the business
combination or the transaction by which such person becomes an
interested stockholder;
(ii) upon consummation of the transaction, the interested stockholder owns
at least 85% of our voting stock (excluding shares owned by certain
employee stock plans and our directors and officers); or
(iii) prior to or subsequent to becoming an interested stockholder, the
business combination is approved by our Board of Directors and
authorized by at least two-thirds of our voting stock not owned by the
interested stockholder at an annual or special meeting of our
stockholders.
Our Certificate of Incorporation also prohibits business combinations with
interested stockholders, which our Certificate of Incorporation defines as any
person who is or intends to become the beneficial owner of 10% or more of our
voting stock. Unless approved by a majority of our Continuing Directors (as
defined in our Certificate of Incorporation) or the interested stockholder
satisfies a number of criteria relating to, among other things, the
consideration to be received by our stockholders and the public disclosure of
the business combination, a proposed business combination with an interested
stockholder requires the affirmative vote of (i) 75% of all of our voting stock
and (ii) not less than a majority of our voting stock, excluding voting stock
held by the interested stockholder.
PLAN OF DISTRIBUTION
We are registering 589,165 shares of our common stock on behalf of the
selling stockholders. In addition to the selling stockholders named in this
prospectus, selling stockholders also may include donees and pledgees selling
shares of our common stock received from any such selling stockholder after the
date of this prospectus. We have agreed to pay all fees and expenses incurred in
connection with the preparation and filing of this registration statement,
including all filing, printing, legal and accounting fees and expenses. However,
each selling stockholder is responsible for any underwriting or brokerage fees,
discounts or commissions relating to the sale of their shares. We have agreed to
maintain the effectiveness of this registration statement until all of these
shares have been sold.
The selling stockholders may sell their shares in one or more transactions
on the New York Stock Exchange, in the over-the-counter market, in
privately-negotiated transactions, through put or call options transactions
relating to the shares, through short sales of the shares, or a combination of
such methods of sale, at market prices prevailing at the time of the sale or at
negotiated prices. The selling stockholders may effect these transactions by
selling their shares directly to purchasers or to or through brokers or dealers,
who may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of the shares for
whom such brokers or dealers may act as agent or to whom they may sell as
principal, or both. The selling stockholders also may resell all or a portion of
the shares
11
<PAGE>
covered by this prospectus in open market transactions in reliance on Rule 144
under the Securities Act, provided that they meet the criteria and conform to
the requirements of such rule.
The selling stockholders and any broker-dealers who act in connection with
the sale of shares may be deemed to be "underwriters" as that term is defined in
Section 2(11) of the Securities Act, and any commissions received by them and
profit on any resale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act. In addition,
such a determination may subject them to the prospectus delivery requirements of
the Securities Act.
We have agreed to indemnify the selling stockholders for certain
liabilities, including liabilities arising under the Securities Act. We also
have agreed to file a supplement to this prospectus, if required, pursuant to
Rule 424(b) of the Securities Act.
LEGAL MATTERS
Stephen H. Brammell, our Vice President and Associate General Counsel, has
delivered an opinion as to the validity of the shares of our common stock
offered by this prospectus.
EXPERTS
The audited financial statements appearing in our Annual Report on Form 10-K
for the year ended December 31, 1998 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein by reference in reliance upon the authority
of such firm as experts in giving such reports.
The audited financial statements of Rio appearing in Rio's Annual Report on
Form 10-K for the year ended December 31, 1997 have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of such firm as experts in giving such reports.
The consolidated financial statements of Showboat and its subsidiaries as of
December 31, 1997, and for each of the years in the three-year period ended
December 31, 1997, appearing in Showboat's Annual Report on Form 10-K for the
year ended December 31, 1997, incorporated herein by reference, has been
incorporated herein by reference in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated herein by reference, and
upon the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy,
at prescribed rates, any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 (1-800-732-0330) for further information on the public
reference rooms. The SEC also maintains a web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC (http://www.sec.gov). You also may read and copy
reports and other information we file at the office of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed a registration statement and related exhibits with the SEC
under the Securities Act of 1933. The registration statement contains additional
information about us and our common stock. You may inspect the registration
statement and its exhibits without charge at the office of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and obtain copies, at prescribed rates,
from the SEC.
The SEC allows us to "incorporate by reference" information we file with it,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated
12
<PAGE>
by reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
- Annual Report on Form 10-K for the year ended December 31, 1998; and
- Current Reports on Form 8-K dated January 1, 1999, January 12, 1999,
February 11, 1999 and April 21, 1999.
You may request a free copy of this and future filings by writing or
telephoning us at the following address:
Attention: Corporate Secretary
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements. Although we believe
that our plans, intentions and expectations reflected in or suggested by such
forward- looking statements are reasonable, we can give no assurance that such
plans, intentions or expectations will be achieved. These forward-looking
statements are subject to risks, uncertainties and assumptions about us,
including those discussed elsewhere in documents that are incorporated by
reference into this prospectus and the following, any of which could affect our
future results and could cause results to differ materially from those expressed
in such forward-looking statements:
- the effect of economic, credit and capital market conditions;
- our construction and development activities;
- the ability of Harrah's and Rio Hotel & Casino, Inc. to successfully
integrate their operations;
- the impact of competition;
- changes in laws or regulations, third party relations and approvals,
decisions of courts, regulators and governmental bodies; and
- changes in customer demand.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses other than the Commission's filing fees are estimated.
<TABLE>
<S> <C>
Commission registration fee...................................... $ 3,649
Accountants' fees and expenses*.................................. 10,000
Legal fees and expenses*......................................... 20,000
Miscellaneous*................................................... 5,000
-----------
Total............................................................ $ 38,649
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of Delaware empowers a Delaware
corporation to indemnify, subject to the standards set forth therein, any person
who is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of such company, or is or was serving as such with
respect to another entity at the request of such company. The General
Corporation Law of Delaware also provides that a Delaware corporation may
purchase insurance on behalf of any such director, officer, employee or agent.
Article Tenth of our Certificate of Incorporation provides for
indemnification of our officers and directors to the full extent permitted by
the Delaware General Corporation Law.
We have entered into Indemnification Agreements with our directors,
executive officers and certain other officers. Generally, the Indemnification
Agreements provide that we will indemnify such persons against any and all
expenses, judgments, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with
or in respect to such expenses, judgments, fines, penalties or amounts paid in
settlement) of any Claim by reason of (or arising in part out of) an
Indemnifiable Event. "Claim" is defined as any threatened, pending or completed
action, suit or proceeding or any inquiry or investigation, whether conducted by
us or any other party, that the indemnitee in good faith believes might lead to
the institution of any such action, suit or proceeding, whether civil, criminal,
administrative, investigative or other. "Indemnifiable Event" is defined as any
event or occurrence related to the fact that indemnitee is or was our director,
officer, employee, trustee, agent or fiduciary, or is or was serving at our
request as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of anything done or not done by the indemnitee in any
such capacity. Notwithstanding the foregoing, (i) our obligation to indemnify
the indemnitee shall be subject to the condition that the reviewing party shall
not have determined (in a written opinion, in any case in which special,
independent counsel is involved) that the indemnitee would not be permitted to
be indemnified under applicable law and (ii) our obligation to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that the indemnitee would not be permitted to be
so indemnified under applicable law, we will be entitled to be reimbursed by the
indemnitee (who has agreed to reimburse us for any amounts theretofore paid;
PROVIDED, THAT if the indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that the indemnitee should be
indemnified under applicable law, any determination made by the reviewing party
that the indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and the indemnitee shall not be required to reimburse
us for any expense advance until a final judicial determination is made with
respect thereto as to which all rights of appeal therefrom have been exhausted
or lapsed).
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<PAGE>
We carry insurance policies which cover our individual directors and
officers for legal liability and which would pay on our behalf for expenses of
indemnifying directors and officers in accordance with our Certificate of
Incorporation.
Under the merger agreements pursuant to which we acquired Showboat, Inc. and
Rio Hotel & Casino, Inc., we agreed to indemnify each person that served as a
director and officer of Showboat and Rio prior to the merger against all
liabilities arising out of the fact that such person was an officer or director
of such entities to the full extent that would have been permitted under Nevada
law and the articles of incorporation or bylaws of such entities. We also agreed
to maintain in effect for six years directors' and officers' liability insurance
policies for each of the directors and officers of Showboat and Rio with
coverage at least as favorable (subject to certain limitations) as the coverage
provided to such persons prior to the merger of Showboat or Rio, as the case may
be.
Section 102(b)(7) of the Delaware General Corporation Law enables a Delaware
corporation to provide in its certificate of incorporation for the elimination
or limitation of the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any such provision cannot eliminate or limit a director's liability (1) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) under Section 174 of the Delaware
General Corporation Law (which imposes liability on directors for unlawful
payment of dividends or unlawful stock purchase or redemption); or (4) for any
transaction from which the director derived an improper personal benefit.
Article Thirteenth of our Certificate of Incorporation eliminates the liability
of each of our directors to us and our stockholders for monetary damages for
breach of fiduciary duty as a director to the full extent permitted by the
Delaware General Corporation Law.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
4(1) Certificate of Incorporation of The Promus Companies Incorporated; Certificate of
Amendment of Certificate of Incorporation of The Promus Companies Incorporated dated
April 29, 1994; Certificate of Amendment of Certificate of Incorporation of The
Promus Companies Incorporated dated May 26, 1995; and Certificate of Amendment of
Certificated of Incorporation of The Promus Companies Incorporated dated June 30,
1995, changing its name to Harrah's Entertainment, Inc. (1)
4(2) Bylaws of Harrah's Entertainment, Inc., as amended December 12, 1997. (2)
4(3) Rights Agreement dated as of October 5, 1996, between Harrah's Entertainment, Inc.
and The Bank of New York, which includes the form of Certificate of Designations of
Series A Special Stock of Harrah's Entertainment, Inc. as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of Rights to Purchase Special Shares
as Exhibit C. (3)
4(4) First Amendment, dated as of February 21, 1997, to Rights Agreement between Harrah's
Entertainment, Inc. and The Bank of New York. (4)
4(5) Second Amendment, dated as of April 25, 1997, to Rights Agreement, dated as of
October 25, 1996, between Harrah's Entertainment, Inc. and The Bank of New York. (5)
4(6) Letter to Stockholders dated July 23, 1997, regarding Summary of Rights to Purchase
Special Shares As Amended Through April 25, 1997. (5)
4(7) Certificate of Elimination of Series B Special Stock of Harrah's Entertainment, Inc.,
dated February 21, 1997. (4)
4(8) Certificate of Designations of Series A Special Stock of Harrah's Entertainment,
Inc., dated February 21, 1997. (4)
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4(9) Specimen Stock Certificate of Harrah's Entertainment, Inc. common stock, $0.10 par
value per share. (6)
5(1) Opinion of Stephen H. Brammell as to the legality of the common stock being
registered.
23(1) Consent of Stephen H. Brammell (included in Exhibit 5(1)).
23(2) Consent of Arthur Andersen LLP (Harrah's Entertainment, Inc.).
23(3) Consent of Arthur Andersen LLP (Rio Hotel & Casino, Inc.).
23(4) Consent of KPMG LLP (Showboat, Inc.).
24(1) Power of Attorney (contained on page II-5).
</TABLE>
FOOTNOTES
(1) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, filed
March 6, 1996, File No. 1-10410.
(2) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, filed on
March 10, 1998, File No. 1-10410.
(3) Incorporated by reference from Harrah's Entertainment, Inc.'s Current
Report on Form 8-K filed August 9, 1996, File No. 1-10410.
(4) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, filed on
March 11, 1997, File No. 1-10410.
(5) Incorporated by reference from Harrah's Entertainment, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, filed May 13,
1997, File No. 1-10410.
(6) Incorporated by reference from Harrah's Entertainment, Inc.'s
Registration Statement on Form S-8, filed January 7, 1999, File No.
333-70269.
ITEM 17. UNDERTAKINGS
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
is contained in periodic reports filed by the Registrants pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the
II-3
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjustment of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Harrah's Entertainment, Inc. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized at Memphis,
Tennessee on May 5, 1999.
<TABLE>
<S> <C> <C>
HARRAH'S ENTERTAINMENT, INC.
Dated: May 5, 1999 By: /s/ PHILIP G. SATRE
-----------------------------------------
Philip G. Satre
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Philip G. Satre and E. O. Robinson, Jr. and each
of them, each whom may act without joinder of the other, their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for them and in their name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments to this
Registration Statement or any registration statement for the same offering that
is to be effective upon filing pursuant to 462(b) under the Securities Act, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of any or all of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with Harrah's Entertainment, Inc. on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<S> <C> <C>
/s/ SUSAN CLARK-JOHNSON
- ------------------------------ Director May 5, 1999
Susan Clark-Johnson
/s/ JAMES B. FARLEY
- ------------------------------ Director May 5, 1999
James B. Farley
/s/ JOE M. HENSON
- ------------------------------ Director May 5, 1999
Joe M. Henson
/s/ RALPH HORN
- ------------------------------ Director May 5, 1999
Ralph Horn
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<S> <C> <C>
/s/ J. KELL HOUSSELS, III
- ------------------------------ Director May 5, 1999
J. Kell Houssels, III
/s/ R. BRAD MARTIN
- ------------------------------ Director May 5, 1999
R. Brad Martin
/s/ COLIN V. REED
- ------------------------------ Director and Chief May 5, 1999
Colin V. Reed Financial Officer
/s/ WALTER J. SALMON
- ------------------------------ Director May 5, 1999
Walter J. Salmon
/s/ PHILIP G. SATRE
- ------------------------------ Chairman, President and May 5, 1999
Philip G. Satre Chief Executive Officer
/s/ BOAKE A. SELLS
- ------------------------------ Director May 5, 1999
Boake A. Sells
/s/ EDDIE N. WILLIAMS
- ------------------------------ Director May 5, 1999
Eddie N. Williams
/s/ JUDY T. WORMSER
- ------------------------------ Controller and Principal May 5, 1999
Judy T. Wormser Accounting Officer
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------------- -------------------------------------------------------------------------------------------------------
<C> <S>
4(1) Certificate of Incorporation of The Promus Companies Incorporated; Certificate of Amendment of
Certificate of Incorporation of The Promus Companies Incorporated dated April 29, 1994; Certificate of
Amendment of Certificate of Incorporation of The Promus Companies Incorporated dated May 26, 1995; and
Certificate of Amendment of Certificated of Incorporation of The Promus Companies Incorporated dated
June 30, 1995, changing its name to Harrah's Entertainment, Inc. (1)
4(2) Bylaws of Harrah's Entertainment, Inc., as amended December 12, 1997. (2)
4(3) Rights Agreement dated as of October 5, 1996, between Harrah's Entertainment, Inc. and The Bank of New
York, which includes the form of Certificate of Designations of Series A Special Stock of Harrah's
Entertainment, Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights
to Purchase Special Shares as Exhibit C. (3)
4(4) First Amendment, dated as of February 21, 1997, to Rights Agreement between Harrah's Entertainment,
Inc. and The Bank of New York. (4)
4(5) Second Amendment, dated as of April 25, 1997, to Rights Agreement, dated as of October 25, 1996,
between Harrah's Entertainment, Inc. and The Bank of New York. (5)
4(6) Letter to Stockholders dated July 23, 1997, regarding Summary of Rights to Purchase Special Shares As
Amended Through April 25, 1997. (5)
4(7) Certificate of Elimination of Series B Special Stock of Harrah's Entertainment, Inc., dated February
21, 1997. (4)
4(8) Certificate of Designations of Series A Special Stock of Harrah's Entertainment, Inc., dated February
21, 1997. (4)
4(9) Specimen Stock Certificate of Harrah's Entertainment, Inc. common stock, $0.10 par value per share. (6)
5(1) Opinion of Stephen H. Brammell as to the legality of the common stock being registered.
23(1) Consent of Stephen H. Brammell (included in Exhibit 5(1)).
23(2) Consent of Arthur Andersen LLP (Harrah's Entertainment, Inc.).
23(3) Consent of Arthur Andersen LLP (Rio Hotel & Casino, Inc.).
23(4) Consent of KPMG LLP (Showboat, Inc.).
24(1) Power of Attorney (contained on page II-5).
</TABLE>
FOOTNOTES
(1) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, filed
March 6, 1996, File No. 1-10410.
(2) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1997, filed on
March 10, 1998, File No. 1-10410.
(3) Incorporated by reference from Harrah's Entertainment, Inc.'s Current
Report on Form 8-K filed August 9, 1996, File No. 1-10410.
(4) Incorporated by reference from Harrah's Entertainment, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December 31, 1996, filed on
March 11, 1997, File No. 1-10410.
(5) Incorporated by reference from Harrah's Entertainment, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997, filed May 13,
1997, File No. 1-10410.
(6) Incorporated by reference from Harrah's Entertainment, Inc.'s
Registration Statement on Form S-8, filed January 7, 1999, File No.
333-70269.
<PAGE>
EXHIBIT 5(1)
[HARRAH'S ENTERTAINMENT LETTERHEAD]
May 5, 1999
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, TN 38109
Re: Registration Statement on Form S-3 (File No. 333- );
589,165 shares of Common Stock, par value $0.10 per share
Ladies and Gentleman:
I am Vice President and Associate General Counsel of Harrah's Entertainment,
Inc., a Delaware corporation (the "Company"). I am providing this opinion in
connection with the Company's registration of 589,165 shares of its presently
issued and outstanding common stock, par value $0.10 per share (the "Shares"),
under the Securities Act of 1933, as amended, on Form S-3 filed with the
Securities and Exchange Commission on May 6, 1999 (File No. 333- ) (the
"Registration Statement").
In my capacity as the Company's counsel, I am familiar with the proceedings
taken by the Company in connection with its authorization, issuance and sale of
the Shares. I have made such legal and factual examinations and inquiries,
including an examination of originals or certified copies or otherwise
identified to my satisfaction of such documents, corporate records and
instruments, including the Company's Amended Certificate of Incorporation and
Bylaws, as I have deemed necessary or appropriate for purposes of rendering this
opinion.
I am opining herein as to the effect on the subject transaction only of the
federal laws of the United States and the General Corporation Law (including
statutory and reported decisional law) of the State of Delaware and I express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction.
Subject to the foregoing, it is my opinion that the Shares have been duly
authorized and validly issued and are fully paid and nonassessable.
I hereby consent to the Company's filing of this opinion as an exhibit to
the Registration Statement, including any amendments thereto, and further
consent to the use of my name and title under the caption "Legal Matters" in the
prospectus which is part of the Registration Statement and in any prospectus
supplement relating thereto.
Very truly yours,
/s/ STEPHEN H. BRAMMELL
--------------------------------------
Stephen H. Brammell
VICE PRESIDENT AND ASSOCIATE GENERAL
COUNSEL
<PAGE>
EXHIBIT 23(2)
[ARTHUR ANDERSEN LLP LETTERHEAD]
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 9, 1999
included (or incorporated by reference) in Harrah's Entertainment, Inc.'s Form
10-K for the year ended December 31, 1998 and to all references to our firm in
this registration statement on Form S-3.
Arthur Andersen LLP
Memphis, Tennessee
May 5, 1999
<PAGE>
EXHIBIT 23(3)
[ARTHUR ANDERSEN LLP LETTERHEAD]
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 24, 1998
included (or incorporated by reference) in the Annual Report on Form 10-K of Rio
Hotel & Casino, Inc. for the year ended December 31, 1997 and to all references
to our firm in this registration statement on Form S-3.
Arthur Andersen LLP
Las Vegas, Nevada
May 5, 1999
<PAGE>
EXHIBIT 23(4)
[KPMG LLP LETTERHEAD]
2300 West Sahara Avenue
Suite 300, Box 28
Las Vegas, NY 89102
CONSENT OF INDEPENDENT AUDITORS'
The Board of Directors
Harrah's Entertainment, Inc.:
We consent to the incorporation by reference in this registration statement
on Form S-3 of Harrah's Entertainment, Inc. of our report dated March 13, 1998,
with respect to the consolidated balance sheets of Showboat, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the December 31, 1997 annual report on Form 10-K of Showboat, Inc.
KPMG LLP
May 6, 1999
