<PAGE>
Registration No. 33-59991
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1023 Cherry Road
Memphis, Tennessee 38117
(Address of Principal Executive Offices)
HARRAH'S ENTERTAINMENT, INC. 1990 STOCK OPTION PLAN
(Full title of the plan)
E. O. Robinson, Jr.
Senior Vice President and General Counsel
1023 Cherry Road, Memphis, TN 38117
(901) 762-8600
(Name, address, including zip code, and telephone number,
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Offering Price Aggregate Offering Registration Fee
Per Share (2) Price (2)
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<S> <C> <C> <C> <C>
Common stock, par value $0.10 per 2,500,000 $21.5313 $53,828,250 $14,964.25
share
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</TABLE>
(1) Harrah's Entertainment, Inc. 1990 Stock Option Plan, as amended, (the
"Plan") authorizes the issuance of a maximum of 13,200,000 shares
(including the 2,500,000 shares being registered hereby) of Common
Stock of Harrah's Entertainment, Inc. (the "Company"), plus reissuances
of cancelled shares and adjustments to shares to account for any
dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, or exchange of Common
Stock or other securities of the Company, issuance of warrants to
purchase Common Stock or other securities of the Company, or other
similar transaction or event.
(2) For purposes of computing the registration fee only, pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low prices reported on the New York Stock
Exchange on June 14, 1999.
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STATEMENT
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Harrah's Entertainment, Inc. (the "Company") has amended the Harrah's
Entertainment, Inc. 1990 Stock Option Plan (the "Plan"), by increasing the
number of shares in the Plan by an additional 2,500,000 shares.
The contents of the earlier Registration Statement, file number
33-59991, are incorporated herein by reference.
Item 8. EXHIBITS
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Exhibit No. Description
- ----------- -----------
*EX-4.1 Amendment to Harrah's Entertainment, Inc. 1990 Stock Option
Plan effective October 29, 1998.
*EX-4.2 Amendment to Harrah's Entertainment, Inc. 1990 Stock Option
plan effective May 6, 1999.
*EX-5 Opinion of E. O. Robinson, Jr. as to the legality of the
securities being registered hereby.
*EX-23.1 Consent of E. O. Robinson, Jr. (included as part of Exhibit
5).
*EX-23.2 Consent of Arthur Andersen LLP, independent certified public
accountants.
*EX-24 Power of Attorney (incorporated into the signature pages
hereof).
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* Filed herewith.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Company
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on June 17, 1999.
HARRAH'S ENTERTAINMENT, INC.
By: /s/ E. O. ROBINSON, JR.
------------------------------
E. O. Robinson, Jr.
Senior Vice President and
General Counsel
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<PAGE>
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Philip G. Satre, Colin V. Reed,
and E. O. Robinson, Jr. and each of them, either one of whom may act without
joinder of the other, his true and lawful attorneys-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 or all pre- and post-effective
amendments to this Registration Statement, 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 conforming 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 Exchange Act of 1933,
this Registration Statement has been signed below by the following persons in
their capacities and on the dates indicated.
Signature Title Date
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/s/ SUSAN CLARK-JOHNSON Director June 17, 1999
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(Susan Clark-Johnson)
/s/ JAMES B. FARLEY Director June 17, 1999
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(James B. Farley)
/s/ JOE M. HENSON Director June 17, 1999
- -----------------------------------------
(Joe M. Henson)
/s/ RALPH HORN Director June 17, 1999
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(Ralph Horn)
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<PAGE>
Signature Title Date
--------- ----- ----
/s/ J. K. HOUSSELS, III Director June 17, 1999
- ----------------------------------
(J. K. Houssels, III)
/s/ R. BRAD MARTIN Director June 17, 1999
- ----------------------------------
(R. Brad Martin)
/s/ COLIN V. REED Director and Chief June 17, 1999
- ---------------------------------- Financial Officer
(Colin V. Reed) Office of the President
/s/ WALTER J. SALMON Director June 17, 1999
- ----------------------------------
(Walter J. Salmon)
/s/ PHILIP G. SATRE Director, Chairman and June 17, 1999
- ---------------------------------- Chief Executive Officer
(Philip G. Satre) Office of the President
/s/ BOAKE A. SELLS Director June 17, 1999
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(Boake A. Sells)
/s/ EDDIE N. WILLIAMS Director June 17, 1999
- ---------------------------------
(Eddie N. Williams)
/s/ JUDY T. WORMSER Controller and June 17, 1999
- ---------------------------------- Principal Accounting
(Judy T. Wormser) Officer
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<PAGE>
EXHIBIT INDEX
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Exhibit No. Description Sequential Page No.
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*EX-4.1 Amendment to Harrah's 7
Entertainment, Inc. 1990
Stock Option Plan effective
October 29, 1998.
*EX-4.2 Amendment to Harrah's 8
Entertainment, Inc. 1990
Stock Option Plan effective
May 6, 1999.
*EX-5 Opinion of E. O. Robinson, Jr. 9
as to the legality of the
securities being registered hereby.
*EX-23.1 Consent of E. O. Robinson, Jr. 9
(included as part of Exhibit 5).
*EX-23.2 Consent of Arthur Andersen LLP, 10
independent certified public
accountants.
*EX-24 Power of Attorney (incorporated 4
into the signature pages hereof).
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* Filed herewith.
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<PAGE>
EX-4.1
Amendment to
The Harrah's Entertainment, Inc.
1990 Stock Option Plan (the "Plan")
-----------------------------------
Harrah's Entertainment, Inc. (the "Company") hereby adopts this
Amendment to the Plan effective October 29, 1998:
Section L of the Plan is amended by adding the following language at
the end thereof:
"Notwithstanding the above, the options of an employee who
terminates employment with the Company or a Subsidiary and
who, within 30 days, becomes employed ("JCC Employment") by
Jazz Casino Company, L.L.C. or an affiliate or parent thereof
("JCC") will continue in force and continue to vest for such
an individual while in JCC Employment. Termination of JCC
Employment will be considered termination of employment under
the Plan (unless the individual is re-employed by the Company
or a Subsidiary within 30 days). Termination of the Company's
or a Subsidiary's equity and management interests in the New
Orleans casino property will also be considered termination of
employment under the Plan, PROVIDED, HOWEVER, the status of
any unvested options at that time as to any individual will be
decided by the Company's Chief Executive Officer who will have
discretion to accelerate vesting, allow vesting to continue,
or deem the unvested options to be forfeited as he or she
deems appropriate."
This Amendment was duly approved by the Human Resources Committee of
the Board of Directors on October 29, 1998.
/s/ Rebecca W. Ballou
-------------------------------------------
Rebecca W. Ballou
Secretary of Harrah's Entertainment, Inc.
<PAGE>
EX-4.2
Amendment to
The Harrah's Entertainment, Inc.
1990 Stock Option Plan (the "Plan")
Harrah's Entertainment, Inc. hereby adopts this Amendment to the Plan effective
May 6, 1999:
The following language is added at the end of Section D.2 of the Plan:
"Effective May 6, 1999, the number of authorized shares which may be
issued pursuant to the options and stock appreciation rights granted by
the Committee under the Plan is increased by an additional 2,500,000
shares all of which shall be treasury shares of the Company existing as
of May 6, 1999. No options or stock appreciation rights may be granted
under this Plan with respect to such 2,500,000 shares after February
28, 2008 and options utilizing these shares will be subject to the same
repricing restrictions contained in the provisions of the first
sentence of Section B.3 of the Plan that apply to the 3,500,000 shares
authorized by the Plan Amendment dated February 26, 1998."
This Amendment was duly approved by the Human Resources Committee of the Board
of Directors on May 6, 1999.
/s/ Rebecca W. Ballou
--------------------------------
Rebecca W. Ballou
Secretary of
Harrah's Entertainment, Inc.
<PAGE>
EX-5
June 17, 1999
Harrah's Entertainment, Inc.
1023 Cherry Road
Memphis, TN 38117
RE: Common Stock, Par Value $0.10 Per Share of
Harrah's Entertainment, Inc. (the "Company")
--------------------------------------------
Gentlemen:
I am General Counsel of the Company. At your request, I have examined
the Form S-8 Registration Statement (the "Registration Statement") which you
intend to file with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 2,500,000
additional shares of Common Stock, par value $0.10 per share (the "Shares"),
issuable pursuant to the Company's 1990 Stock Option Plan, as amended (the
"Plan").
The Shares will be issued under the Plan in accordance with the terms
of said Plan. I am familiar with the proceedings undertaken in connection with
the authorization and issuance of the Shares under the Plan. Additionally, I
have examined such questions of law and fact as I have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon the issuance of Shares under the terms of the Plan and
delivery and payment therefor of consideration set forth in the Delaware General
Corporation Law at least equal to the aggregate par value of the Share issued,
such Shares will be validly issued, fully paid and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to my name in the Registration Statement under
the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ E. O. ROBINSON, JR.
E. O. Robinson, Jr.
Senior Vice President and
General Counsel
<PAGE>
EX-23.2
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 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 included in this registration statement on Form S-8.
ARTHUR ANDERSEN LLP
Memphis, Tennessee
June 16, 1999
