UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 30, 2004 (August 27, 2004)
Date of Report (Date of Earliest Event Reported)
CAESARS ENTERTAINMENT, INC.
(Exact name of Registrant as Specified in Charter)
Delaware 1-14573 88-0400631
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 699-5000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On August 27, 2004 Caesars Entertainment, Inc. ("Caesars") and
Harrah's Entertainment, Inc. ("Harrah's") issued a joint press release
announcing that they received a Request for Additional Information from the
Federal Trade Commission pursuant to the notification requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, in connection with the
previously announced acquisition of Caesars by Harrah's. A copy of the joint
press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
Additional Information about the Acquisition and Where to Find It
In connection with Harrah's proposed acquisition of Caesars (the
"Acquisition"), Caesars and Harrah's intend to file relevant materials with the
Securities and Exchange Commission ("SEC"), including a registration statement
on Form S-4 that will contain a prospectus and a joint proxy statement.
INVESTORS AND SECURITY HOLDERS OF CAESARS ARE URGED TO READ THESE MATERIALS
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT HARRAH'S, CAESARS AND THE ACQUISITION. The proxy statement, prospectus
and other relevant materials (when they become available), and any other
documents filed by Harrah's or Caesars with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by directing
a written request to: Caesars Entertainment, Inc., 3930 Howard Hughes Parkway,
Las Vegas, Nevada 89109, Attention: Investor Relations or Harrah's
Entertainment, Inc., One Harrah's Court, Las Vegas, Nevada 89119, Attention:
Investor Relations. Investors and security holders are urged to read the proxy
statement, prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
Acquisition.
Caesars, Harrah's and their respective executive officers and directors may be
deemed to be participants in the solicitation of proxies from the stockholders
of Caesars and Harrah's in connection with the Acquisition. Information about
the executive officers and directors of Caesars and their ownership of Caesars
common stock is set forth in the proxy statement for Caesars' 2004 Annual
Meeting of Stockholders, which was filed with the SEC on April 16, 2004.
Information about those executive officers and directors of Harrah's and their
ownership of Harrah's common stock is set forth in the Harrah's Form 10-K for
the year ended December 31, 2003, which was filed with the SEC on March 5,
2004, and the proxy statement for Harrah's 2004 Annual Meeting of Stockholders,
which was filed with the SEC on March 4, 2004. Investors and security holders
may obtain additional information regarding the direct and indirect interests
of Caesars, Harrah's and their respective executive officers and directors in
the Acquisition by reading the proxy statement and prospectus regarding the
Acquisition when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Description
99.1 Joint Press Release issued by Caesars Entertainment,
Inc. and Harrah's Entertainment, Inc. on August 27,
2004.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAESARS ENTERTAINMENT, INC.
By: /s/ Wesley D. Allison
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Name: WESLEY D. ALLISON
Title: Senior Vice President,
Controller and Interim Chief
Financial Officer
Dated: August 30, 2004
EXHIBIT INDEX
Exhibit No. Description
99.1 Joint Press Release issued by Caesars Entertainment,
Inc. and Harrah's Entertainment, Inc. on August 27,
2004.