Filed by Caesars Entertainment, Inc. pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Caesars Entertainment, Inc.
Commission File No.: 001-14573
This filing relates to a proposed acquisition (the "Acquisition") by Harrah's
Entertainment, Inc. ("Harrah's") of Caesars Entertainment, Inc. ("Caesars")
pursuant to the terms of an Agreement and Plan of Merger, dated as of July 14,
2004 (the "Merger Agreement"), by and among Harrah's, Harrah's Operating
Company, Inc. and Caesars. The Merger Agreement is on file with the Securities
and Exchange Commission as an exhibit to the Current Report on Form 8-K filed
by Caesars on July 16, 2004, and is incorporated by reference into this
filing.
CAESARS
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ENTERTAINMENT
February 17, 2005
Dear Stockholder:
We have previously sent to you proxy material for the special meeting of
stockholders of Caesars Entertainment, Inc. to be held on March 11, 2005. Your
Board of Directors unanimously recommends that Caesars stockholders vote "FOR"
the proposal to approve and adopt the merger agreement and the transactions
contemplated by the merger agreement, including the merger.
Your vote is important, no matter how many or how few shares you may own.
Whether or not you have already done so, please vote TODAY by telephone, by
Internet, or by signing, dating and returning the enclosed proxy card in the
envelope provided.
Very truly yours,
/s/ Bernard E. DeLury, Jr.
Bernard E. DeLury, Jr.
Secretary
Caesars Entertainment, Inc.
Remember, you can vote by telephone or Internet --
Simply follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting your shares,
please call our proxy solicitor,
INNISFREE M&A INCORPORATED
TOLL-FREE from the US and Canada: (877) 750-5837
Call Collect from Other Locations: (646) 822-7404
Banks and Brokers, Call Collect: (212) 750-5833
3930 Howard Hughes Parkway o Las Vegas, Nevada 89109
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BALLY'S CAESAR'S FLAMINGO GRAND CASINO HILTON PARIS
Additional Information about the Acquisition and Where to Find It
In connection with the proposed acquisition (the "Acquisition") of Caesars
Entertainment, Inc. ("Caesars") by Harrah's Entertainment, Inc. ("Harrah's"),
Harrah's filed definitive materials with the Securities and Exchange
Commission ("SEC") on January 24, 2005, including a registration statement on
Form S-4 that contains a definitive joint proxy statement/prospectus. These
definitive materials contain important information about the Acquisition.
INVESTORS AND SECURITY HOLDERS OF CAESARS ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS FILED WITH THE SEC ON JANUARY 24, 2005, AND
ANY OTHER RELEVANT MATERIALS FILED BY HARRAH'S OR CAESARS BECAUSE THEY
CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT HARRAH'S, CAESARS AND
THE ACQUISITION. The definitive materials filed on January 24, 2005, the
preliminary versions of these materials filed on October 20, 2004, December
20, 2004, and January 24, 2005, and any other relevant materials filed by
Harrah's or Caesars with the SEC, may be obtained free of charge at the SEC's
web site 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, One Harrah's
Court, Las Vegas, Nevada 89119, Attention: Investor Relations. Investors and
security holders are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on January 24, 2005, and the other
relevant materials before making any voting or investment decision with
respect to the Acquisition.
Caesars and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Caesars
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. Investors and security holders
may obtain additional information regarding the direct and indirect interests
of Caesars and its executive officers and directors in the Acquisition by
reading definitive joint proxy statement/prospectus filed with the SEC on
January 24, 2005.
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.