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
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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
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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)
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(901) 762-8600
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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
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
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Name: Stephen H. Brammell
Title: Senior Vice President
and General Counsel
3
Dates Referenced Herein
| Referenced-On Page |
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This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 8/23/99 | | | | | | | None on these Dates |
| | 8/20/99 | | 3 |
For Period End: | | 8/19/99 | | 1 | | 2 |
| List all Filings |
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