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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
SHOWBOAT, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
825390107
(CUSIP Number)
Mark A. Clayton, Esq., Showboat, Inc., 2800 Fremont Street, Las, Vegas,
Nevada 89104, (702) 385-9141
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 18, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
l(b)(3) or (4), check the following box [ ]
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
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SCHEDULE 13D
CUSIP NO. 825390107 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN KELL HOUSSELS ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not applicable (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
Not applicable [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
1,181,087 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,181,087 (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,181,087 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3
14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
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This Amendment No. 7 amends and restates the Schedule 13D,
as most recently amended by Amendment No. 6 thereto dated
December 22 and 24, 1992 (the "Schedule 13D"), of John Kell
Houssels with respect to the Common Stock, $1.00 par value, of
Showboat, Inc., a Nevada corporation.
ITEM 1. SECURITY AND ISSUER.
Common Stock, $1.00 par value (the "Common Stock") of
Showboat, Inc., a Nevada corporation (the "Issuer"); 2800 Fremont
Street, Las Vegas, Nevada 89104.
ITEM 2. IDENTITY AND BACKGROUND.
(a) John Kell Houssels (the "Reporting Person")
(b) 2800 Fremont Street
Las Vegas, Nevada 89104
(c) Chairman of the Board
Showboat, Inc.
2800 Fremont Street
Las Vegas, Nevada 89104
(d) During the last five years, the Reporting Person has not
been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
Page 3 Of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
On December 18, 1997, the Issuer entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Harrah's
Entertainment, Inc., a Delaware corporation ("Harrah's"), and HEI
Acquisition Corp., a Nevada corporation ("MergerSub"), providing
for the merger of MergerSub with and into the Issuer with the
Issuer as the surviving corporation. Following the approval and
adoption of the Merger Agreement by two-thirds of the
stockholders of the Issuer, and upon the receipt of all necessary
gaming and other approvals, and the satisfaction or waiver of all
other conditions precedent, the MergerSub will merge with the
Issuer and each outstanding share of Common Stock will be
converted automatically into the right to receive $30.75 in cash
per share.
As a condition to Harrah's and MergerSub entering into the
Merger Agreement, the Reporting Person entered into that certain
Stockholder Support Agreement dated December 18, 1997 (the
"Support Agreement"), whereby the Reporting Person agreed subject
to certain conditions (a) to vote all of his shares of Common
Stock in favor of the Merger Agreement, and in favor of any other
matter necessary for the consummation of the transactions
contemplated by the Merger Agreement; and (b) not to sell or
otherwise dispose, directly or indirectly, of any of his shares
of Common Stock, until the termination of the Support Agreement.
The Support Agreement will terminate upon the earlier to occur of
the closing date of the merger transaction or the termination of
the Merger Agreement.
A copy of the Merger Agreement and the Issuer's press
release dated December 19, 1997 in connection therewith were
previously filed as a part of the Issuer's Form 8-K (file no.
1-7123) dated December 8, 1997, Item 7, Exhibits 2.1 and 20.1
and are incorporated herein by this reference.
Page 4 of 6 Pages
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ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) On the date hereof, the Reporting Person beneficially
owns 1,181,087 shares of Common Stock (including 44,000
shares that he has the right to acquire upon the
exercise of currently exercisable employee stock
options), constituting an aggregate of approximately
7.3% of the sum of 16,228,569 shares of Common Stock
outstanding at September 30, 1997 plus the 44,000
shares the Reporting Person has the right to acquire.
Of the 1,181,087 shares, 11,450 shares are held in the
Reporting Person's individual retirement account and
1,117,512 shares are held as trustee of the J.K. and
Nancy Houssels 1992 Trust No. 1. The Reporting Person
disclaims beneficial ownership of 7,000 shares of
Common Stock owned by his wife 35,700 shares of
Common Stock held by the J.K. Houssels, Jr. 1976
Trust Agreement (established by the Reporting Person
for the benefit of two of Reporting Persons dependent
children) and such shares are excluded from this
report.
(b) Except as provided in Item 4 above, the Reporting
Person has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of all
shares of Common Stock beneficially owned by him.
(c) Except as provided in Item 4 above, the Reporting
Person did not effect any transaction involving the
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
See Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger dated as of
December 18, 1997, among Showboat, Inc.,
Harrah's Entertainment, Inc. and HEI
Acquisition Corp. is incorporated herein by
reference to Form 8-K (file no. 1-7123) dated
December 18, 1997, Item 7, Exhibit No. 2.1.
20.1 Press Release issued December 19, 1997,
is incorporated herein by reference to Form
8-K (file no. 1-7123) dated December 18, 1997,
Item 7, Exhibit No. 20.1.
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Page 5 of 6 Pages
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SIGNATURE
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.
Dated this 2nd day of January 1998.
/s/ John Kell Houssels
JOHN KELL HOUSSELS
Page 6 of 6 Pages
