Harrah's Entertainment, Inc
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As filed with the Securities and Exchange Commission on December 15, 2009 Registration No. 333-163368 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HARRAH’S ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) DELAWARE 7993 62-1411755 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or organization) Classification Code Number) Identification No.) One Caesars Palace Drive Las Vegas, NV 89109 (702) 407-6000 (Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices) HARRAH’S OPERATING COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 7993 75-1941623 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or organization) Classification Code Number) Identification No.) One Caesars Palace Drive Las Vegas, NV 89109 (702) 407-6000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Michael D. Cohen, Esq. Vice President and Corporate Secretary Harrah’s Entertainment, Inc. One Caesars Palace Drive Las Vegas, NV 89109 (702) 407-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a copy to: Monica K. Thurmond, Esq. O’Melveny & Myers LLP 7 Times Square New York, New York 10036 (212) 326-2000 Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☑ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ (Do not check if a smaller reporting company) Smaller reporting company ☐ (Calculation Table continued on next page) The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. (Continued from previous page) CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of each Class of Amount to be Offering Price Aggregate Offering Amount of Securities to be Registered Registered Per Note Price(1) Registration Fee(2) 10.00% Second-Priority Senior Secured Notes due 2015 $22,206,000 100% $22,206,000 $1,239 Guarantee of 10.00% Second-Priority Senior Secured Notes due 2015(3) — — — (4) 10.00% Second-Priority Senior Secured Notes due 2018 $31,765,000 100% $31,765,000 $1,772 Guarantee of 10.00% Second-Priority Senior Secured Notes due 2018(3) — — — (4) 10.00% Second-Priority Senior Secured Notes due 2018 $291,146,000 100% $291,146,000 $16,246 Guarantee of 10.00% Second-Priority Senior Secured Notes due 2018(3) — — — (4) 5.625% Senior Notes due 2015 $398,894,000 100% $398,894,000 $22,258 Guarantee of 5.625% Senior notes due 2015(3) — — — (4) 6.50% Senior Notes due 2016 $224,520,000 100% $224,520,000 $12,528 Guarantee of 6.50% Senior Notes due 2016(3) — — — (4) 5.75% Senior Notes due 2017 $335,561,000 100% $335,561,000 $18,724 Guarantee of 5.75% Senior Notes due 2017(3) — — — (4) (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). (2) Previously paid. (3) Harrah’s Entertainment, Inc. unconditionally guarantees the 10.00% Second-Priority Senior Secured Notes due 2015, the 10.00% Second-Priority Senior Secured Notes due 2018(1); the 10.00% Second- Priority Senior Secured Notes due 2018(2), the 5.625% Senior Notes due 2015, the 6.50% Senior Notes due 2016 and the 5.75% Senior Notes due 2017 on a senior unsecured basis. (4) Pursuant to Rule 457(n) of the rules and regulations under the Securities Act, no separate fee for the guarantee is payable. EXPLANATORY NOTE This Amendment No. 1 to the Registration Statement on Form S-1 of Harrah’s Entertainment, Inc. and Harrah’s Operating Company, Inc. is being filed for the purpose of filing exhibits. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution. Set forth below is a table of the registration fee for the Securities and Exchange Commission and estimates of all other expenses to be incurred in connection with the sale of the securities being registered: SEC registration fee $ 72,768 Printing fees and expenses $ 125,000 Legal fees and expenses $ 75,000 Accounting fees and expenses $ 100,000 Total $ 372,768 Item 14. Indemnification of Directors and Officers. Harrah’s Entertainment, Inc. and Harrah’s Operating Company, Inc. are incorporated under the laws of Delaware. Section 145 of the Delaware General Corporation Law (the “DGCL”) permits each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The bylaws of all the Delaware registrants indemnify to the fullest extent of the law every director and officer against expenses incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the corporation. Under the bylaws of Harrah’s Operating Company, Inc., no indemnification shall be made in respect of any claim as to which such person has been adjudged to be liable to the corporation unless the court in which such action was brought shall determine that, despite adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. For these registrants, any indemnification shall be made by the corporation only as authorized by (i) the Board of Directors, (ii) independent legal counsel if the Board of Directors cannot obtain a quorum, or (iii) by the stockholders. However, to the extent that a director or officer has been successful on the merits or otherwise in defense of any action, he shall be indemnified against expenses without authorization. Expenses incurred in defending or investigating a threatened or pending action may be paid by the corporation in advance of the final disposition of such action upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. II-1 Item 16. Exhibits and Financial Statement Schedules. (a) Exhibits See the Exhibit Index immediately following the signature pages included in this Registration Statement. (b) Financial Statement Schedules Schedules for the years ended December 31, 2008, 2007 and 2006, are as follows: