<PAGE>
As filed with the Securities and Exchange Commission on July 20, 1998.
Registration No. 33-58315
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SHOWBOAT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0090766
(State of Incorporation) (I.R.S. Employer Indentification No.)
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1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
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Showboat, Inc. 1994 Executive Long Term Incentive Plan
(Full title of the plan)
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E.O. Robinson, Jr.
Senior Vice President and Secretary
Showboat, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
(Name, address and telephone number of agent for service)
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SHOWBOAT, INC.
Termination of Registration Statement and
Deregistration of Securities
On June 1, 1998, pursuant to an Agreement and Plan of Merger dated as
of December 18, 1997, among Harrah's Entertainment, Inc., a Delaware corporation
("Harrah's"), HEI Acquisition Corp., a Nevada corporation and an indirect
wholly-owned subsidiary of Harrah's Entertainment, Inc. ("HEI"), and Showboat,
Inc., a Nevada corporation (the "Company"), HEI merged with and into the Company
(the "Merger"). In connection with the Merger, stockholders were paid $30.75 in
cash per issued and outstanding share of common stock of the Company, par value
$1.00 per share (the "Common Stock"), and all options under the Showboat, Inc.
1994 Long Term Incentive Plan (the "Plan") were similarly cashed out or
cancelled.
Because all of the stock options which were granted under the Plan,
and for which the related shares of Common Stock were registered on Registration
Statement No. 33-58315 (the "Registration Statement"), have been exercised in
full or have been cancelled in connection with the Merger, no additional shares
of Common Stock registered on the Registration Statement can be purchased or
otherwise issued under the Plan. As a result, the Company hereby removes from
registration any and all shares of its Common Stock that were previously
registered under the Registration Statement, and hereby files this
Post-Effective Amendment No. 1 to effect such removal and to terminate the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on July 20, 1998.
SHOWBOAT, INC.
By: /s/ E.O. ROBINSON, JR.
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E.O. Robinson, Jr.
Senior Vice President and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
Showboat, Inc., this Post-Effective Amendment to the Registration Statement on
Form S-8 has been signed as of July 20, 1998 by the following persons in the
capacities indicated.
/s/ PHILIP G. SATRE
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Philip G. Satre
Director and Chairman of the Board
(Principal Executive Officer)
/s/ COLIN V. REED
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Colin V. Reed
Director, Executive Vice President and Treasurer
(Principal Financial Officer)
