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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
RULE 13d-102
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
HARRAH'S ENTERTAINMENT, INC.
----------------------------
(Name of Issuer)
COMMON
------
(Title of Class of Securities)
413619 10 7
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(CUSIP Number)
DECEMBER 31, 1999
-----------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 7 Pages
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CUSIP No. 413619 10 7
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TRUSTEES OF THE HARRAH'S ENTERTAINMENT, INC. SAVINGS AND RETIREMENT PLAN
62-1412645
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2 Check the Appropriate Box if a Member of a Group (a) |_| N/A
(b) |_| N/A
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3 SEC Use Only
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4 Citizenship or Place of Organization
TRUST ORGANIZED UNDER THE LAWS OF TENNESSEE
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5 Sole Voting Power
Number Of
0 (1)
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Shares 6 Shared Voting Power
Beneficially
Owned By
5,067,157 (1)
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Each 7 Sole Dispositive Power
Reporting
Person
0 (1)
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With 8 Shared Dispositive Power
0 (1)
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,067,157 SHARES
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10 Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares*
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11 Percent of Class Represented By Amount in Row 9
4.07%
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12 Type of Reporting Person*
EP
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(1) See Exhibit A
Page 2 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 1(a) Name of Issuer
HARRAH'S ENTERTAINMENT, INC.
ITEM 1(b) Address of Issuer's Principal Executive Offices
5100 WEST SAHARA BOULEVARD
LAS VEGAS, NV 89146
ITEM 2(a) Name of Person Filing
TRUSTEES OF THE HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
ITEM 2(b) Address of Principal Business Office or Residence
1023 CHERRY ROAD
MEMPHIS, TN 38117
ITEM 2(c) Citizenship
TRUST ORGANIZED UNDER THE LAWS OF TENNESSEE
ITEM 2(d) Title of Class of Securities
COMMON
ITEM 2(3) CUSIP Number
413619 10 7
Page 3 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check
whether the person filing is a
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) ( X ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see[167] 240.13d-1(b)(1)
(ii)(F)
(g) ( ) Parent Holding Company, in accordance with[167]240.13d-1(b)
(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1(b)(ii)(H)
ITEM 4 Ownership
(a) Amount Beneficially Owned
5,067,157 SHARES
(b) Percent of Class
4.07%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 5,067,157
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
SEE EXHIBIT A.
ITEM 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the securities, check the following ( X ).
Page 4 of 7 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
SEE EXHIBIT A
ITEM 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND
ARE HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT
ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OF OR WITH THE
EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF
THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN
CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING
THAT PURPOSE OR EFFECT.
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS
STATEMENT IS TRUE, COMPLETE AND CORRECT.
FEBRUARY 11, 2000
- -----------------
Date
/s/ Marilyn G. Winn
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Signature
MARILYN WINN, AUTHORIZED TRUSTEE
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Name/Title
Page 5 of 7 Pages
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EXHIBIT A
ITEM 4 - OWNERSHIP
The participants in the Harrah's Entertainment, Inc. Savings and
Retirement Plan have the right to direct the disposition of the securities held
in their accounts by changing their investment elections and withdrawing or
borrowing funds from their accounts pursuant to the terms of the Plan. No one
participant has such rights with respect to more than 5% of the security class.
Participants in the Plan have the right to instruct the trustees how to
vote the securities allocated to their Plan accounts. The trustees have the
right to vote any securities for which instructions are not received.
The trustees do not have investment power over any of the shares
listed. Pursuant to the terms of the Plan, the participants in the Plan have the
right to direct the disposition of the securities held in their respective
accounts and to direct the trustees in writing as to how to respond to a tender
offer evidenced by the filing of a statement on Schedule 14D-1 or similar
transaction. No participant has such rights with respect to more than 5% of the
security class.
The trustees of the Plan are Patrick Dennehy, Joseph A. Domenico, Tom
Jenkin, Dee A. Wallace, Marilyn G. Winn, Herbert R. Wolfe and Judy T. Wormser.
Page 6 of 7 Pages
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HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
CERTIFICATE OF SECRETARY
I, Vincent G. De Young, the duly authorized and acting Secretary of the
Harrah's Entertainment, Inc. Savings and Retirement Plan (the "Plan"),
do hereby certify that by resolution of the Trustees of the Plan on
July 25, 1997, any Trustee of the Plan and the Director of the Plan,
Ken Billett, are each authorized to execute filings with the Securities
and Exchange Commission.
WITNESS MY SIGNATURE this 11th day of February, 2000.
/s/ Vincent G. De Young
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Vincent G. De Young, Secretary
Harrah's Entertainment, Inc.
Savings and Retirement Plan
Page 7 of 7 Pages
