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
May 24, 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 May 24, 2005, Caesars Entertainment, Inc. ("Caesars") and Harrah's
Entertainment, Inc. ("Harrah's") issued a joint press release announcing that
the New Jersey Casino Control Commission approved the proposed acquisition of
Caesars by Harrah's.
For additional information concerning the foregoing, a copy of the
joint press release dated May 24, 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 ("Acquisition"), on
January 24, 2005, Harrah's filed definitive materials with the Securities and
Exchange Commission (SEC), including a registration statement on Form S-4 that
contains a definitive prospectus and joint proxy statement. INVESTORS AND
SECURITY HOLDERS OF HARRAH'S AND CAESARS ARE URGED TO READ THE PROSPECTUS AND
JOINT PROXY STATEMENT BECAUSE THEY 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 other relevant materials,
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 Harrah's by directing a written request to: Harrah's, One
Harrah's Court, Las Vegas, Nevada 89119, Attention: Investor Relations or
Caesars Entertainment, Inc., 3930 Howard Hughes Parkway, Las Vegas, Nevada
89109, Attention: Investor Relations. Investors and security holders are urged
to read the proxy statement, prospectus and the other relevant materials before
making any voting or investment decision with respect to the Acquisition.
Harrah's, Caesars and their respective executive officers and directors may be
deemed to be participants in the solicitation of election forms from the
stockholders of Caesars and Harrah's in connection with the Acquisition.
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, 2004, which was filed with the SEC on March 1,
2005, and the proxy statement for Harrah's 2005 Annual Meeting of Stockholders,
which was filed with the SEC on March 3, 2005. 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' 2005 Annual Meeting of
Stockholders, which was filed with the SEC on April 27, 2005. Investors and
security holders may obtain additional information regarding the direct and
indirect interests of Harrah's, Caesars and their respective executive officers
and directors in the Acquisition by reading the proxy statement and prospectus
regarding the Acquisition.
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.
99.1 Joint Press Release dated May 24, 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: May 24, 2005
EXHIBIT INDEX
Exhibit Number Document Description
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99.1 Press Release dated May 24, 2005.