<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
HARRAH'S ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 62-1411755
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
1023 CHERRY ROAD
MEMPHIS, TENNESSEE 38117
(Address of Principal (Zip Code)
Executive Offices)
--------------------
RIO SUITE HOTEL & CASINO EMPLOYEE RETIREMENT SAVINGS PLAN
(Full Title of the Plans)
--------------------
E. O. ROBINSON, JR., ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HARRAH'S ENTERTAINMENT, INC.
1023 CHERRY ROAD
MEMPHIS, TENNESSEE 38117
(Name and Address of Agent for Service)
(901) 762-8600
(Telephone Number, Including Area Code, of Agent for Service)
--------------------
Copies to:
EDWARD SONNENSCHEIN, JR., ESQ.
DAVID M. HERNAND, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Aggregate Amount of
Securities to be Registered Price Offering Registration
Registered (1) Per Share (2) Price (2) Fee
- --------------------------------------------------------------------------------
Common Stock, 500,000 (1) $15.50 $7,750,000 $2,155
$0.10 par value
- --------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Rio Suite Hotel & Casino
Employee Retirement Savings Plan.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based on the
average of the high and low prices for the Registrant's Common Stock as
reported on the New York Stock Exchange on December 30, 1998.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
Harrah's Entertainment, Inc., a Delaware corporation (the
"Registrant"), hereby incorporates by reference the following documents in this
Registration Statement:
(a) The Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1997.
(b) The Quarterly Reports of the Registrant for the quarterly periods
ended March 31, 1998, June 30, 1998 and September 30, 1998.
(c) The Current Reports on Form 8-K of the Registrant, dated June 1,
1998, August 9, 1998, September 4, 1998, October 21, 1998,
December 4, 1998 and January 1, 1999 and on Form 8-K/A, dated
June 1, 1998.
(d) The description of the Registrant's Common Stock contained in the
Registration Statement of the Registrant (formerly known as The
Promus Companies Incorporated) on Form 10, dated December 13,
1989, filed under the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose
of updating such description.
(e) The Annual Report on Form 11-K for the Rio Suite Hotel &
Casino Employee Retirement Savings Plan for the fiscal year
ended December 31, 1997.
The Registrant also incorporates by reference all documents filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, which documents will become a part of this
Registration Statement from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Registrant's Common Stock is registered pursuant to Section 12 of
the Exchange Act and, therefore, the description of securities is omitted.
Item 5. Interests of Named Experts and Counsel
No original issuance securities are being offered under the Rio
Suite & Hotel Employee Retirement Savings Plan, and therefore no opinion as
to the legality of the securities being issued is given in this Registration
Statement.
2
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers the
Registrant 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 Delaware General
Corporation Law also provides that the Registrant may purchase insurance on
behalf of any such director, officer, employee or agent.
Article Tenth of the Certificate of Incorporation, as amended, of the
Registrant provides for indemnification of the officers and directors of the
Registrant to the full extent permitted by the Delaware General Corporation Law.
The Registrant has entered into Indemnification Agreements with its
directors, executive officers and certain other officers. Generally, the
Indemnification Agreements provide that the Registrant 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 the Registrant 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 a director, officer, employee, trustee, agent or
fiduciary of the Registrant, or is or was serving at the request of the
Registrant or 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 indemnitee in any
such capacity. Notwithstanding the foregoing, (i) the obligations of the
Registrant 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 indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Registrant to make an
expense advance shall be subject to the condition that, if, when and to the
extent that the reviewing party determines that indemnitee would not be
permitted to be so indemnified under applicable law, the Registrant shall be
entitled to be reimbursed by indemnitee (who has agreed to reimburse the
Registrant, for any amounts theretofore paid; provided, that if indemnitee has
commenced legal proceedings in a court of competent jurisdiction to secure a
determination that indemnitee should be indemnified under applicable law, any
determination made by the reviewing party that indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and indemnitee shall
not be required to reimburse the Registrant 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).
The Registrant carries policies of insurance which cover individual
directors and officers of the Registrant and its subsidiaries for legal
liability and which would pay on behalf of the Registrant for expenses of
indemnifying directors and officers in accordance with the Registrant's
Certificate of Incorporation, as amended.
Under the merger agreements pursuant to which the Registrant acquired
Showboat, Inc. and Rio Hotel & Casino, Inc., the Registrant agreed to indemnify
each person that served as a director and officer of Showboat, Inc. and Rio
Hotel & Casino, Inc. 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. The Registrant also agreed to
maintain in effect for six years directors' and officers' liability insurance
with coverage at least as favorable (subject to certain limitations) as the
coverage provided to such persons prior to the merger of Showboat, Inc. or Rio
Hotel & Casino, Inc., 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
3
<PAGE>
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 the Certificate of Incorporation, as amended, of
the Registrant eliminates the liability of a director of the Registrant to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director to the full extent permitted by the Delaware General Corporation
Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
<TABLE>
<S> <C>
4(1) Rio Suite Hotel & Casino Employee Retirement
Savings Plan (incorporated by reference from Rio
Hotel & Casino, Inc.'s Amendment No. 1 to the
Registration Statement on Form S-8, dated February
3, 1993, file number 33-56860).
4(2) 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
Certificate of Incorporation of The Promus
Companies Incorporated, dated June 30, 1995,
changing its name to Harrah's Entertainment, Inc.
(incorporated by reference from the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, filed March 6, 1996, File
No. 1-10410).
4(3) Bylaws of the Registrant, as amended December 12,
1997 (incorporated by reference from the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, filed March
10, 1998, File No. 1-10410).
4(4) 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
(incorporated by reference from the Registrant's
Current Report on Form
8-K, filed August 9, 1996, File No. 1-10410).
4(5) First Amendment, dated as of February 21, 1997, to
Rights Agreement between Harrah's Entertainment,
Inc. and The Bank of New York. (incorporated by
reference from the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1996, filed March 11, 1997, File No. 1-10410).
4(6) 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 (incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, filed May 13, 1997,
File No. 1-10410).
4(7) Letter to Stockholders, dated July 23, 1997,
regarding Summary of Rights to Purchase Special
Shares As Amended Through April 25, 1997
4
<PAGE>
(incorporated by reference from the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, filed August 13, 1997, File No. 1-
10410).
4(8) Certificate of Elimination of Series B Special
Stock of Harrah's Entertainment, Inc., dated
February 21, 1997 (incorporated by reference from
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March
11, 1997, File No. 1-10410).
4(9) Certificate of Designations of Series A Special
Stock of Harrah's Entertainment, Inc., dated
February 21, 1997 (incorporated by reference from
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, filed March
11, 1997, File No. 1-10410).
4(10) Specimen Stock Certificate of Harrah's
Entertainment, Inc. common stock, par value $0.10
per share.
5(1) Internal Revenue Service Determination Letter, dated
January 26, 1995.
23(1) Consent of Arthur Andersen LLP.
23(2) Consent of Arthur Andersen LLP.
23(3) Consent of KPMG LLP.
24(1) Power of Attorney (included on page S-1).
</TABLE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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, as amended (the "Securities Act");
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 424(b) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
5
<PAGE>
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3 (Section
239.13 of this chapter), Form S-8 (Section 239.16b of this chapter) or Form F-3
(Section 239.33 of this chapter), and the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Section 210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (Section 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Section 210.3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Form F-3.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
6
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on this 7th day of January, 1999.
HARRAH'S ENTERTAINMENT, INC.
By: /s/ Philip G. Satre
-------------------------------------
Philip G. Satre
Chairman, President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Philip G. Satre and Colin V. Reed, and each or any of them, his true and lawful
attorney-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the 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 or any of them, or their or his substitute or
substitutes, 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 below by the following
persons in their capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Susan Clark-Johnson
........................... Director January 7, 1999
Susan Clark-Johnson
/s/ James B. Farley
........................... Director January 7, 1999
James B. Farley
/s/ Joe M. Henson
........................... Director January 7, 1999
Joe M. Henson
/s/ Ralph Horn
........................... Director January 7, 1999
Ralph Horn
/s/ J. Kell Houssels, III
........................... Director January 7, 1999
J. Kell Houssels, III
S-1
<PAGE>
/s/ R. Brad Martin
........................... Director January 7, 1999
R. Brad Martin
/s/ Colin V. Reed
........................... Director and Chief January 7, 1999
Colin V. Reed Financial Officer
/s/ Walter J. Salmon
........................... Director January 7, 1999
Walter J. Salmon
/s/ Philip G. Satre
........................... Chairman, President January 7, 1999
Philip G. Satre and Chief Executive
Officer
/s/ Boake A. Sells
........................... Director January 7, 1999
Boake A. Sells
/s/ Eddie N. Williams
........................... Director January 7, 1999
Eddie N. Williams
/s/ Judy T. Wormser
........................... Controller and January 7, 1999
Judy T. Wormser Principal Accounting
Officer
</TABLE>
S-2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Rio Suite Hotel & Casino Employee Retirement Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, on this 7th day of January, 1999.
RIO SUITE HOTEL & CASINO
EMPLOYEE RETIREMENT SAVINGS PLAN
By: Rio Properties, Inc.
dba/Rio Suite Hotel & Casino
Plan Administrator
By: /s/ RONALD J. RADCLIFFE
----------------------------
Name: Ronald J. Radcliffe
Title: Vice President and Treasurer
S-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
4(1) Rio Suite Hotel & Casino Employee Retirement Savings Plan
(incorporated by reference from Rio Hotel & Casino, Inc.'s
Amendment No. 1 to the Registration Statement on Form S-8,
dated February 3, 1993, file number 33-56860).
4(2) 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 Certificate of
Incorporation of The Promus Companies Incorporated, dated
June 30, 1995, changing its name to Harrah's Entertainment,
Inc. (incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1995, filed March 6, 1996, File No. 1-10410).
4(3) Bylaws of the Registrant, as amended December 12, 1997
(incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997, filed March 10, 1998, File No. 1-10410).
4(4) 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
(incorporated by reference from the Registrant's Current
Report on Form 8-K, filed August 9, 1996, File No. 1-10410).
4(5) First Amendment, dated as of February 21, 1997, to Rights
Agreement between Harrah's Entertainment, Inc. and The Bank
of New York. (incorporated by reference from the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed March 11, 1997, File No. 1-
10410).
4(6) 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 (incorporated
by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, filed May 13,
1997, File No. 1-10410).
4(7) Letter to Stockholders, dated July 23, 1997, regarding
Summary of Rights to Purchase Special Shares As Amended
Through April 25, 1997 (incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, filed August 13, 1997, File No. 1-
10410).
4(8) Certificate of Elimination of Series B Special Stock of
Harrah's Entertainment, Inc., dated February 21, 1997
(incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996, filed March 11, 1997, File No. 1-10410).
4(9) Certificate of Designations of Series A Special Stock of
Harrah's Entertainment, Inc., dated February 21, 1997
(incorporated by reference from the Registrant's Annual
Report on Form 10-K for the fiscal year
<PAGE>
ended December 31, 1996, filed March 11, 1997,
File No. 1-10410).
4(10) Specimen Stock Certificate of Harrah's Entertainment, Inc.
common stock, par value $0.10 per share.
5(1) Internal Revenue Service Determination Letter, dated
January 26, 1995.
23(1) Consent of Arthur Andersen LLP.
23(2) Consent of Arthur Andersen LLP.
23(3) Consent of KPMG LLP.
24(1) Power of Attorney (included on page S-1).
</TABLE>
<PAGE>
[Front Side]
COMMON STOCK
NUMBER
NY
PAR VALUE $.10
SHARES
INCORPORATED UNDER THE LAWS
OF THE STATE OF DELAWARE
SEE REVERSE FOR STOCKHOLDER RIGHTS LEGEND
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 413619 10 7
Harrah's Entertainment, Inc.
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Harrah's Entertainment, Inc. transferable on the books of the Corporation upon
surrender of this certificate properly endorsed by the appropriate person or
persons. The shares represented hereby are fully paid and nonassessable. This
certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation and Bylaws
of the Corporation, each as from time to time amended, to all of which the
holder by acceptance hereof assents.
This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness a facsimile of the corporate seal and the facsimile signatures of its
duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED:
THE BANK OF NEW YORK,
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
/s/ Philip G. Satre
President and Chief Executive Officer
/s/ Rebecca W. Ballou
Secretary
<PAGE>
[Back Side]
HARRAH'S ENTERTAINMENT, INC.
The Corporation will furnish to any stockholder, upon request and without
charge, a full statement of the powers, designations, preferences, and relative,
participating, optional or other rights of the shares of each class of stock
which the Corporation is authorized to issue, and the qualifications,
limitations or restrictions of such preferences and/or rights and the variations
in the relative rights and preferences between the shares of each series of any
preferred or special class which the Corporation is authorized to issue in
series so far as the same have been fixed and determined by the Certificate of
Incorporation, and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series which are not fixed and
determined by the Certificate of Incorporation. Any such request may be made to
the Corporation or to its Transfer Agent.
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without alteration
or enlargement or any change whatever. The signature of the person executing
this power must be guaranteed by an Eligible Guarantor Institution such as a
Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or a
Savings Association participating in a Medallion program approved by the
Securities Transfer Association, Inc.
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between Harrah's Entertainment, Inc. and The
Bank of New York, dated as of October 5, 1996, as the same may be amended from
time to time (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of Harrah's Entertainment, Inc. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. Harrah's
Entertainment, Inc. will mail to the holder of this certificate a copy of the
Rights Agreement without charge after receipt of a written request therefor. As
described in the Rights Agreement, Rights which are held by or have been held by
Acquiring Persons or Associates or Affiliates thereof (as defined in the Rights
Agreement), shall become null and void.
<PAGE>
Exhibit 5(1)
INTERNAL REVENUE SERVICE DETERMINATION LETTER
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
Date: JAN 26 1995 88-0288115
File Folder Number:
RIO PROPERTIES, INC. 880000771
C/O EDWINA J. WHITMER Person to Contact:
LEBENSON ACTUARIAL SERVICES JOHN NOGALES
2820 W. CHARLESTON BLVD., STE. B-17 Contact Telephone Number:
LAS VEGAS, NV 89102 (213) 725-2531
Plan Name:
RIO SUITE HOTEL & CASINO
EMPLOYEE RETIREMENT SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated 1-10-95. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
3-20-92 & 12-14-92.
This determination letter is also applicable for the amendment(s) adopted
4-30-93 & 7-1-93.
This determination letter is applicable for the plan adopted on 2-21-91.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
<PAGE>
-2-
RIO PROPERTIES, INC.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last paragraph
of Publication 794 under the caption "Limitations of a Favorable Determination
Letter".
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have any questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Richard R. Orosco
Richard R. Orosco
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
<PAGE>
-3-
RIO PROPERTIES, INC.
This plan also satisfies the requirements of Code section 401(k).
This determination letter is also applicable for the amendments adopted on
10-27-93 & 12-16-93.
<PAGE>
Exhibit 23(1)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 3, 1998
included (or incorporated by reference) in Harrah's Entertainment, Inc.'s Form
10-K for the year ended December 31, 1997 and to all references to our Firm in
this registration statement.
/s/ Arthur Andersen LLP
Memphis, Tennessee
January 4, 1999
<PAGE>
Exhibit 23(2)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 24, 1998, included in the Annual Report on Form 10-K of Rio Hotel &
Casino, Inc. for the year ended December 31, 1997, our report dated June 19,
1998 included in Form 11-K of Rio Hotel & Casino, Inc. for the year ended
December 31, 1997, and to all references to our Firm included in this
registration statement on Form S-8.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
January 7, 1999
<PAGE>
Exhibit 23(3)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Harrah's Entertainment, Inc.:
We consent to the incorporation by reference in the Form S-8 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., which is included in Form 8-K
of Harrah's Entertainment, Inc. dated June 1, 1998.
KPMG LLP
Las Vegas, Nevada
January 5, 1999
