UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 3, 2005
Date of Report (Date of earliest event reported)
Caesars Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-14573 88-0400631
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 699-5000
(Registrant's telephone number, including area code)
N/A
(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 pursuant 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 June 3, 2005, Caesars Entertainment, Inc. ("Caesars") and Harrah's
Entertainment, Inc. ("Harrah's) issued a joint press release announcing the
expected closing date of the proposed acquisition by Harrah's of Caesars and
the deadline for receipt of election forms/letters of transmittal from Caesars
stockholders who wish to elect to receive shares of Harrah's common stock in
the merger.
For additional information concerning the foregoing, a copy of the press
release dated June 3, 2005 is attached hereto 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
("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 Entertainment, Inc., 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
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 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 Press Release dated June 3, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CAESARS ENTERTAINMENT, INC.
Date: June 3, 2005 By : /s/ Wesley D. Allison
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Name: Wesley D. Allison
Title: Senior Vice President,
Controller and Interim Chief
Financial Officer
EXHIBIT INDEX
Exhibit
Number Document Description
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99.1 Press Release dated June 3, 2005.