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
January 19, 2005
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 January 19, 2005, Caesars Entertainment, Inc. ("Caesars") and
Harrah's Entertainment, Inc. ("Harrah's") issued a joint press release
announcing that they have each certified that they have provided substantially
all the information requested by the Federal Trade Commission in connection
with the acquisition of Caesars by Harrah's.
For additional information concerning the foregoing, a copy of the
joint press release dated January 19, 2005 is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Additional Information about the Acquisition and Where to Find It
In connection with Harrah's proposed acquisition of Caesars (the
"Acquisition"), on December 20, 2004, Harrah's filed preliminary materials
with the Securities and Exchange Commission ("SEC"), including a Registration
Statement on Form S-4 that contains a preliminary prospectus and a preliminary
joint proxy statement. These materials are not yet final and will be amended.
INVESTORS AND SECURITY HOLDERS OF CAESARS ARE URGED TO READ THE DEFINITIVE
VERSIONS OF THESE MATERIALS AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HARRAH'S,
CAESARS AND THE ACQUISITION. The preliminary materials filed on October 20,
2004 and December 20, 2004, the definitive versions of these materials 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 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 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.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
99.1 Joint Press Release dated January 19, 2005.
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: January 19, 2005