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
June 13, 2005 (June 8, 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:
[ ] 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 1.01. Entry into a Material Definitive Agreement.
On June 8, 2005, Caesars Entertainment, Inc. ("Caesars") and Stephen
F. Bollenbach, Chairman of the Board of Directors of Caesars, executed a
letter agreement (the "Letter Agreement") amending Mr. Bollenbach's employment
agreement with Caesars so as to provide that Mr. Bollenbach's employment
agreement will be terminated effective as of immediately prior to the
consummation of the merger (the "Merger") of Caesars with and into Harrah's
Operating Company, Inc., a wholly owned subsidiary of Harrah's Entertainment,
Inc. ("Harrah's"). The Letter Agreement was entered into to clarify certain
provisions of the employment agreement and to further the argument that Mr.
Bollenbach would be an independent member of the board of directors of
Harrah's.
In connection with the termination of the employment agreement, and
immediately prior to the consummation of the Merger, Caesars will pay or cause
to be paid to Mr. Bollenbach a lump-sum cash payment, less applicable
withholding, equal to the sum of (i) $299,000 in respect of severance upon a
change in control, (ii) accrued obligations calculated to the dated of
termination and (iii) approximately $592,000 of previously deferred
compensation. In addition, an excise tax gross-up payment, the amount of which
is estimated to be approximately $4.5 million based upon the closing price
of Harrah's common stock on Friday, June 10, will be paid. Certain provisions
of the employment agreement will survive, including confidentiality,
non-solicitation and non-competition restrictive covenants, and certain
provisions in respect of the gross-up payment. In connection with execution of
the Letter Agreement, Mr. Bollenbach executed a release, dated as of June 8,
2005, of his rights under the employment agreement and certain other claims
for the benefit of Caesars.
In connection with the merger, Wesley D. Allison, Senior Vice
President, Controller and Interim Chief Financial Officer of Caesars received
a letter agreement pursuant to which an excise tax gross-up payment in
connection with Merger, which is estimated to be approximately $1.1 million
based upon the closing price of Harrah's common stock on Friday, June 10, will
be paid.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On June 13, 2005, effective as of immediately prior to the
consummation of the Merger, Mr. Bollenbach's employment as Chairman of the
Board of Caesars was terminated, as described in Item 1.01 and Item 9.01 of
this Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Letter Agreement, executed on June 8, 2005, between
Caesars Entertainment, Inc. and Stephen F. Bollenbach.
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: June 13, 2005
EXHIBIT INDEX
Exhibit Number Document Description
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99.1 Letter Agreement, executed on June 8, 2005, between
Caesars Entertainment, Inc. and Stephen F. Bollenbach.