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Caesars Entertainment Corp – ‘8-K’ for 8/19/99

On:  Monday, 8/23/99   ·   For:  8/19/99   ·   Accession #:  1047469-99-33297   ·   File #:  1-10410

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/23/99  Caesars Entertainment Corp        8-K:5,7     8/19/99    3:170K                                   Merrill Corp/New/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,     53    244K 
                          Liquidation or Succession                              
 3: EX-99.1     Miscellaneous Exhibit                                  2      9K 


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 5. Other Events
"Item 7. Financial Statements and Exhibits
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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 Date of report (Date of earliest event reported): August 19, 1999 ------------------ HARRAH'S ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-10410 61-1411755 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 1023 CHERRY ROAD MEMPHIS, TENNESSEE 38117 (Address of Principal Executive Offices) (Zip Code) ------------------ (901) 762-8600 ---------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former name or former address, if changed since last report.)
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Item 5. Other Events On August 19, 1999, the Registrant entered into an Agreement and Plan of Merger (the "Merger Agreement") with HEI Acquisition Corp. II, a Nevada corporation and a wholly-owned subsidiary of the Registrant ("Merger Sub"), and Players International, Inc., a Nevada corporation ("Players"), providing for the merger of Merger Sub with and into Players with Players as the surviving corporation. Following the approval and adoption of the Merger Agreement by a majority of the stockholders of Players and upon the receipt of all necessary gaming and other approvals, and the satisfaction or waiver of all other conditions precedent, Merger Sub will merge with and into Players and each outstanding share of common stock of Players will be exchanged for $8.50 in cash. In connection with entering into the Merger Agreement, certain stockholders of Players entered into stockholder support agreements with the Registrant, pursuant to which such stockholders agreed to vote their shares in favor of adoption of the Merger Agreement, approval of the Merger and the other transactions contemplated by the Merger Agreement and approval of any other matter necessary to consummate such transactions, subject to certain conditions. For additional information concerning the foregoing, reference is made to the Registrant's press release dated August 19, 1999 and the Merger Agreement, copies of which are attached as exhibits hereto and incorporated by reference herein. Item 7. Financial Statements and Exhibits (c) Exhibits 2.1 Agreement and Plan of Merger, dated as of August 19, 1999, by and among Harrah's Entertainment, Inc., HEI Acquisition Corp. II and Players International, Inc. (including form of Stockholder Support Agreement entered into by stockholders of Players as of the same date). 99.1 Text of Press Release, dated August 19, 1999. 2
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SIGNATURE 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. HARRAH'S ENTERTAINMENT, INC. Date: August 20, 1999 By: /s/ STEPHEN H. BRAMMELL --------------------------- Name: Stephen H. Brammell Title: Senior Vice President and General Counsel 3

Dates Referenced Herein

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
Filed on:8/23/99None on these Dates
8/20/993
For Period End:8/19/9912
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Filing Submission 0001047469-99-033297   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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