-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KAV43V/G3mK9jS2CS9gUFYupRkmGBlPCA+enjYYkzz30pZIxJZcfHmAs/Smbcob+ y6mssjqRROyl3drmD+J9Ug== 0001159759-05-000005.txt : 20050615 0001159759-05-000005.hdr.sgml : 20050615 20050615171238 ACCESSION NUMBER: 0001159759-05-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050613 FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS ENTERTAINMENT INC CENTRAL INDEX KEY: 0001070794 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880400631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3930 HOWARD HUGHES PKWY CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7026995093 MAIL ADDRESS: STREET 1: CEASARS ENTERTAINMENT, INC. STREET 2: 3930 HOWARD HUGHES PKWY CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: PARK PLACE ENTERTAINMENT CORP DATE OF NAME CHANGE: 19980922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CROWN A STEVEN CENTRAL INDEX KEY: 0001167826 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14573 FILM NUMBER: 05898178 BUSINESS ADDRESS: STREET 1: 222 NORTH LASALLE SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3122366300 MAIL ADDRESS: STREET 1: 222 NORTH LASALLE STREET 2: SUITE 1000 CITY: CHICAGO STATE: IL ZIP: 60601 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-06-13 1 0001070794 CAESARS ENTERTAINMENT INC CZR 0001167826 CROWN A STEVEN 222 NORTH LASALLE SUITE 1000 CHICAGO IL 60601 1 0 0 0 Common Stock 2005-06-13 4 D 0 5000 D 0 D Common Stock 2005-06-13 4 D 0 1002272 D 0 I A & I Crown Memorial Common Stock 2005-06-13 4 D 0 1935340 D 0 I Areljay LP Common Stock 2005-06-13 4 D 0 600000 D 0 I Pines Trailer LP Common Stock 2005-06-13 4 D 0 23988 D 0 I The Crown Fund Common Stock 2005-06-13 4 D 0 5000 D 0 I by Wife Non-Qualified Stock Option (right to buy) 6.28 2005-06-13 4 D 0 2000 D 2008-12-31 Common Stock 2000 0 D Non-Qualified Stock Option (right to buy) 10.6816 2005-06-13 4 D 0 2000 D 2007-07-16 Common Stock 2000 0 D Non-Qualified Stock Option (right to buy) 11.1875 2005-06-13 4 D 0 50000 D 2010-01-13 Common Stock 50000 0 D Non-Qualified Stock Option (right to buy) 11.7498 2005-06-13 4 D 0 2000 D 2008-05-07 Common Stock 2000 0 D Pursuant to the Agreement and Plan or Merger, dated as of July 14, 2004 (the "Merger Agreement"), by and among Caesars, Harrah's Entertainment Inc. ("Harrah's") and Harrah's Operating Company, Inc., at the effective time of the merger contemplated therein, each outstanding share of Caesars common stock was converted into the right to receive either 0.3247 shares of Harrah's common stock or $17.75 in cash, at each stockholder's election and subject to proration as described in the Merger Agreement. As a result of the proration calculations that have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Caesars common stock disposed of in the merger. Harrah's will issue a press release announcing the final merger consideration when it is determined. Mr. Crown's holdings include 5,000 shares beneficially owned by Mr. Crown's wife; 1,935,340 shares owned indirectly through Areljay, L.P., a partnership, a partner of which is the corporation of which Mr. Crown is a director, officer, and shareholder, and a second partner of which is a trust of which Mr. Crown is a beneficiary; 1,002,272 shares owned indirectly through the Arie and Ida Crown Memorial, a not-for-profit corporation of which Mr. Crown is a director and officer; 239,888 shares owned indirectly through the Crown Fund, a partnership of which Mr. Crown is a partner; and 600,000 shares owned indirectly through Pines Trailer Limited Partnership, a partnership, a partner of which is a corporation of which Mr. Crown is a director, officer, and shareholder, and a second partner of which is a partnership in which Mr. Crown is a partner. This option, granted and exercisable December 31, 1998, was assumed by Harrah's in the merger and replaced with an option to purchase 649 shares of HET common stock for $19.35 per share. This option, granted and exercisable July 16, 1997, was assumed by Harrah's in the merger and replaced with an option to purchase 649 shares of HET common stock for $32.90 per share. This option, which provided for vesting in five equal installments beginning January 13, 2000, was assumed by Harrah's in the merger and replaced with an option to purchase 16,235 shares of HET common stock for $34.46 per share. This option, granted and exercisable May 7, 1998, was assumed by Harrah's in the merger and replaced with an option to purchase 649 shares of HET common stock for $36.19 per share. A. STEVEN CROWN 2005-06-13 -----END PRIVACY-ENHANCED MESSAGE-----