-----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, MGQHiO23i5rrefEU6MSpyJki5ftcG1QBauKYajJGr2XALHdz4JGbKm6dymabnSpE YmP5/ZSWSWebogxj6A/rNw== 0001047469-98-041916.txt : 19981123 0001047469-98-041916.hdr.sgml : 19981123 ACCESSION NUMBER: 0001047469-98-041916 CONFORMED SUBMISSION TYPE: 305B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRAHS ENTERTAINMENT INC CENTRAL INDEX KEY: 0000858339 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 621411755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 305B2 SEC ACT: SEC FILE NUMBER: 333-52949 FILM NUMBER: 98756355 BUSINESS ADDRESS: STREET 1: 1023 CHERRY ROAD CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 9017628600 MAIL ADDRESS: STREET 1: 1023 CHERRY ROAD CITY: MEMPHIS STATE: TN ZIP: 38117 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRAHS OPERATING CO INC CENTRAL INDEX KEY: 0000858395 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 751941623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 305B2 SEC ACT: SEC FILE NUMBER: 333-52949-01 FILM NUMBER: 98756356 BUSINESS ADDRESS: STREET 1: 1023 CHERRY RD CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 9017628600 FORMER COMPANY: FORMER CONFORMED NAME: EMBASSY SUITES INC DATE OF NAME CHANGE: 19920717 305B2 1 FORM 305(B)(2) File Nos. 333-52949 333-52949-01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) /X/ ---------- IBJ SCHRODER BANK & TRUST COMPANY (Exact name of trustee as specified in its charter) New York 13-5375195 (Jurisdiction of incorporation (I.R.S. Employer or organization if not a U.S. national bank) Identification No.) One State Street, New York, New York 10004 (Address of principal executive offices) (Zip code) IBJ SCHRODER BANK & TRUST COMPANY One State Street New York, New York 10004 (212) 858-2000 (Name, address and telephone number of agent for service) HARRAH'S ENTERTAINMENT, INC. HARRAH'S OPERATING COMPANY, INC. (Exact name of obligor as specified in its charter) Delaware 75-1941623 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1023 Cherry Road Memphis, Tennessee 38117 (Address of principal executive offices) (Zip Code) ---------- DEBT SECURITIES (Title of indenture securities) ------------------------------- Item 1. General information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department Two Rector Street, New York, New York Federal Deposit Insurance Corporation Washington, D.C. Federal Reserve Bank of New York Second District 33 Liberty Street New York, New York (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. Item 13. Defaults by the Obligor. (a) State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None (b) If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. Not applicable Item 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. *1. A copy of the Charter of IBJ Schroder Bank & Trust Company as amended to date. (See Exhibit 1A to Form T-1, Securities and Exchange Commission File No. 22-18460). *2. A copy of the Certificate of Authority of the trustee to Commence Business (Included in Exhibit 1 above). *3. A copy of the Authorization of the trustee to exercise corporate trust powers, as amended to date (See Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146). *4. A copy of the existing By-Laws of the trustee, as amended to date (See Exhibit 4 to Form T-1, Securities and Exchange Commission File No. 22-19146). 5. Not Applicable 6. The consent of United States institutional trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. * The Exhibits thus designated are incorporated herein by reference as exhibits hereto. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. NOTE In answering any item in this Statement of Eligibility which relates to matters peculiarly within the knowledge of the obligor and its directors or officers, the trustee has relied upon information furnished to it by the obligor. Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base responsive answers to Item 2, the answer to said Item are based on incomplete information. Item 2, may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 17th day of November, 1998. IBJ SCHRODER BANK & TRUST COMPANY By: /s/ Stephen J. Giurlando ------------------------------ Stephen J. Giurlando Assistant Vice President EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the issuance by Harrah's Operating Company, Inc. of its Debt Securities, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. IBJ SCHRODER BANK & TRUST COMPANY By: /s/ Stephen J. Giurlando ------------------------------- Stephen J. Giurlando Assistant Vice President Dated: November 17, 1998 EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION OF IBJ SCHRODER BANK & TRUST COMPANY OF NEW YORK, NEW YORK AND FOREIGN AND DOMESTIC SUBSIDIARIES REPORT AS OF SEPTEMBER 30, 1998
DOLLAR AMOUNTS IN THOUSANDS -------------- ASSETS 1. Cash and balance due from depository institutions: a. Noninterest-bearing balances and currency and coin .................$ 42,702 b. Interest-bearing balances ..........................................$ 13,444 2. Securities: a. Held-to-maturity securities ........................................$ 191,921 b. Available-for-sale securities ......................................$ 118,931 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries and in IBFs: Federal Funds sold and Securities purchased under agreements to resell ..$ 79,838 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income ..............$ 1,938,005 b. LESS: Allowance for loan and lease losses .............$ 63,361 c. LESS: Allocated transfer risk reserve .................$ -0- d. Loans and leases, net of unearned income, allowance, and reserve ...$ 1,874,644 5. Trading assets held in trading accounts .................................$ 462 6. Premises and fixed assets (including capitalized leases) ................$ 1,922 7. Other real estate owned .................................................$ 819 8. Investments in unconsolidated subsidiaries and associated companies .....$ -0- 9. Customers' liability to this bank on acceptances outstanding ............$ 371 10. Intangible assets .......................................................$ 11,167 11. Other assets ............................................................$ 68,097 12. TOTAL ASSETS ............................................................$ 2,404,318 LIABILITIES 13. Deposits: a. In domestic offices ................................................$ 682,904 (1) Noninterest-bearing ...................................$ 135,253 (2) Interest-bearing ......................................$ 547,651 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ......$ 1,154,887 (1) Noninterest-bearing ...................................$ 17,024 (2) Interest-bearing ......................................$ 1,137,863 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal Funds purchased and Securities sold under agreements to repurchase ..............................................................$ 91,000 15. a. Demand notes issued to the U.S. Treasury ...........................$ 12,893 b. Trading Liabilities ................................................$ 239 16. Other borrowed money: a. With a remaining maturity of one year or less ......................$ 31,002 b. With a remaining maturity of more than one year ....................$ 1,375 c. With a remaining maturity of more than three years .................$ 1,550 17. Not applicable. 18. Bank's liability on acceptances executed and outstanding ................$ 371 19. Subordinated notes and debentures .......................................$ 100,000 20. Other liabilities .......................................................$ 76,658 21. TOTAL LIABILITIES .......................................................$ 2,152,679 22. Limited-life preferred stock and related surplus ........................$ N/A EQUITY CAPITAL 23. Perpetual preferred stock and related surplus ...........................$ -0- 24. Common stock ............................................................$ 29,649 25. Surplus (exclude all surplus related to preferred stock) ................$ 217,008 26. a. Undivided profits and capital reserves .............................$ 4,112 b. Net unrealized gains (losses) on available-for-sale securities .....$ 870 27. Cumulative foreign currency translation adjustments .....................$ -0- 28. TOTAL EQUITY CAPITAL ....................................................$ 251,639 29. TOTAL LIABILITIES AND EQUITY CAPITAL ....................................$ 2,404,318
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