|
|
|
| SEC 1745 (12-02) | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
|
|
|
|
|
|
| OMB APPROVAL | |
|
|
|
| OMB NUMBER: 3235-0145 | |
|
|
|
| Expires: December 31, 2005 | |
|
|
|
| Estimated
average burden hours per response. . . . . . 11 |
|
|
|
UNITED STATES
|
|
Caesars Entertainment (fka Park Place Entertainment) |
|
|
|
|
|
Common Stock |
|
|
|
|
|
700690 |
|
|
|
|
| 12/31/03
|
|
|
|
|
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) |
|
* 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 5 pages |
|
CUSIP No. 700690 |
|
|
||
| 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). ARIEL CAPITAL MANAGEMENT, INC. IRS ID # 36-3219058 |
|
|
|
||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
(a) |_| (b) |_| |
|
|
|
|||
| 3. |
SEC Use Only
|
|
|
|
||
| 4. |
Citizenship or Place
of Organization |
|
|
|
||
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power |
|
|
|
|||
| 6. |
Shared Voting Power |
||
|
|
|||
| 7. |
Sole Dispositive Power |
||
|
|
|||
| 8. |
Shared Dispositive
Power |
||
|
|
|||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person Ariel - 24,921,290 |
|
|
|
||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)* Not Applicable |
|_| | |
|
|
|||
| 11. |
Percent of Class Represented
by Amount in Row (9) |
|
|
|
||
| 12. |
Type of Reporting Person (See Instructions)
|
|
|
|
||
| * | This report is being made on behalf of John W. Rogers, Jr., Chairman and Chief Executive Officer of Ariel Capital Management, Inc., who may be deemed to have beneficial ownership of the securities of the issuer. Mr. Rogers disclaims beneficial ownership of shares held by Ariel Capital Management, Inc. |
|
Page 2 of 5 pages |
Item 1. |
| (a) | Name of Issuer |
| Caesars Entertainment formerly known as Park Place Entertainment |
| (b) | Address of Issuer’s Principal Executive Offices |
| 3930 Howard Hughes Pkwy, Las Vegas, NV 89109 |
Item 2. |
| (a) | Name of Person Filing |
| Ariel Capital Management, Inc. |
| (b) | Address of Principal Business Office, or if none, Residence |
| 200 E. Randolph Drive, Suite 2900, Chicago, IL 60601 |
| (c) | Citizenship |
| an Illinois corporation |
| (d) | Title of Class of Securities |
| Common Stock |
| (e) | CUSIP Number |
| 700690 |
Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the
|
| (a) | |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | |_|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | |X| An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | |_| An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | |_| A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | |_|
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) | |_|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | |_| Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
|
Page 3 of 5 pages |
Item 4. Ownership.Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount
beneficially owned: (See Page 2, No. 9) |
| (b) | Percent
of class: (See Page 2, No. 11) |
| (c) | Number of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote (See Page 2, No. 5) |
| (ii) | Shared
power to vote or to direct the vote (See Page 2, No. 6) |
| (iii) | Sole
power to dispose or to direct the disposition of (See Page 2, No. 7) |
| (iv) | Shared power
to dispose or to direct the disposition of (See Page 2, No. 8) |
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 class of securities check the following |_|. |
Item 6. Ownership of More than Five Percent on Behalf of Another Person. |
| All securities reported upon this Schedule are owned by investment advisory clients of Ariel Capital Management, Inc., no one of which, to the knowledge of Ariel Capital Management, Inc., owns 5% or more of the class. |
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
|
| 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. Certifications. |
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
| 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. |
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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. |
|
Page 4 of 5 pages |
SIGNATUREAfter 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. |
| ARIEL CAPITAL MANAGEMENT, INC. |
||
| By: | /s/ John P. Miller, CFA ——————————————— John P. Miller, CFA Senior Vice President, Portfolio Management |
|
|
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent. |
| Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
|
Page 5 of 5 pages |