Filed by Caesars Entertainment, Inc. pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Caesars Entertainment, Inc.
Commission File No.: 001-14573
This filing relates to a proposed acquisition (the "Acquisition") by Harrah's
Entertainment, Inc. ("Harrah's") of Caesars Entertainment, Inc. ("Caesars")
pursuant to the terms of an Agreement and Plan of Merger, dated as of July 14,
2004 (the "Merger Agreement"), by and among Harrah's, Harrah's Operating
Company, Inc. and Caesars. The Merger Agreement is on file with the Securities
and Exchange Commission as an exhibit to the Current Report on Form 8-K filed
by Caesars on July 16, 2004, and is incorporated by reference into this
filing.
On August 31, 2004, Harrah's and Caesars issued a joint press release
regarding certain potential casino sales. The text of the joint press release
is as follows:
HARRAH'S CAESARS
ENTERTAINMENT, INC. ENTERTAINMENT, INC.
Harrah's, Caesars Confirm Discussions On Potential Casino Sales
LAS VEGAS, August 31, 2004 - Harrah's Entertainment, Inc. (NYSE:HET)
and Caesars Entertainment, Inc. (NYSE:CZR) said today they have been
discussing the sale of Harrah's East Chicago, Harrah's Tunica, the Atlantic
City Hilton and Bally's Tunica with potential purchasers, including an
affiliate of Colony Capital, LLC.
A letter agreement among Harrah's, Caesars and Colony places certain
restrictions on Harrah's and Caesars for a limited period of time regarding
negotiations with other parties with respect to the sale of the properties.
Harrah's and Caesars cautioned, however, that such discussions are in
a preliminary stage and there can be no assurance that an agreement will be
reached. Neither Harrah's nor Caesars intends to make any further public
announcement unless and until a definitive agreement has been signed.
Founded 66 years ago, Harrah's Entertainment, Inc. owns or manages
through various subsidiaries 28 casinos in the United States, primarily under
the Harrah's brand name. Harrah's Entertainment is focused on building loyalty
and value with its valued customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational excellence
and technology leadership.
More information about Harrah's is available at www.harrahs.com.
Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With $4.5 billion in annual net revenue, 28 properties on four
continents, 26,000 hotel rooms, two million square feet of casino space and
53,000 employees, the Caesars portfolio is among the strongest in the
industry. Caesars casino resorts operate under the Caesars, Bally's, Flamingo,
Grand Casinos, Hilton and Paris brand names. The company has its corporate
headquarters in Las Vegas.
More information about Caesars is available at www.caesars.com.
Additional Information about the Acquisition and Where to Find It
In connection with Harrah's proposed acquisition of Caesars (the
"Acquisition"), Caesars and Harrah's intend to file relevant materials with
the Securities and Exchange Commission (SEC), including a registration
statement on Form S-4 that will contain a prospectus and a joint proxy
statement. INVESTORS AND SECURITY HOLDERS OF HARRAH'S AND CAESARS ARE URGED TO
READ THE PROSPECTUS AND JOINT PROXY STATEMENT WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HARRAH'S, CAESARS AND
THE ACQUISITION. The proxy statement, prospectus and other relevant materials
(when they become available), and any other documents filed by Harrah's or
Caesars with the SEC, may be obtained free of charge at the SEC's website at
www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by Harrah's by directing a written
request to: Harrah's Entertainment, Inc., One Harrah's Court, Las Vegas,
Nevada 89119, Attention: Investor Relations or Caesars Entertainment, Inc.,
3930 Howard Hughes Parkway, Las Vegas, Nevada 89109, Attention: Investor
Relations. Investors and security holders are urged to read the proxy
statement, prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
Acquisition.
Harrah's, Caesars and their respective executive officers and
directors may be deemed to be participants in the solicitation of proxies from
the stockholders of Caesars and Harrah's in connection with the Acquisition.
Information about those executive officers and directors of Harrah's and their
ownership of Harrah's common stock is set forth in the Harrah's Form 10-K for
the year ended December 31, 2003, which was filed with the SEC on March 5,
2004, and the proxy statement for Harrah's 2004 Annual Meeting of
Stockholders, which was filed with the SEC on March 4, 2004. Information about
the executive officers and directors of Caesars and their ownership of Caesars
common stock is set forth in the proxy statement for Caesars' 2004 Annual
Meeting of Stockholders, which was filed with the SEC on April 16, 2004.
Investors and security holders may obtain additional information regarding the
direct and indirect interests of Harrah's, Caesars and their respective
executive officers and directors in the Acquisition by reading the proxy
statement and prospectus regarding the Acquisition when it becomes available.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.
Safe Harbor
This document includes "forward-looking statements" intended to
qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995. You can identify these statements by
the fact that they do not relate strictly to historical or current facts.
These statements contain words such as "may," "will," "project," "might,"
"expect," "believe," "anticipate," "intend," "could," "would," "estimate,"
"continue" or "pursue," or the negative or other variations thereof or
comparable terminology. In particular, they include statements relating to,
among other things, future actions, strategies, future performance, future
financial results of Harrah's and Caesars and Harrah's anticipated acquisition
of Caesars. These forward-looking statements are based on current expectations
and projections about future events.
Investors are cautioned that forward-looking statements are not
guarantees of future performance or results and involve risks and
uncertainties that cannot be predicted or quantified and, consequently, the
actual performance or results of Caesars and Harrah's may differ materially
from those expressed or implied by such forward-looking statements. Such risks
and uncertainties include, but are not limited to, the following factors as
well as other factors described from time to time in our reports filed with
the Securities and Exchange Commission (including the sections entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained therein): financial community and rating
agency perceptions of Harrah's and Caesars', the effects of economic, credit
and capital market conditions on the economy in general, and on gaming and
hotel companies in particular; construction factors, including delays, zoning
issues, environmental restrictions, soil and water conditions, weather and
other hazards, site access matters and building permit issues; the effects of
environmental and structural building conditions relating to our properties;
the ability to timely and cost-effectively integrate into Harrah's operations
the companies that it acquires, including with respect to its acquisition of
Caesars; access to available and feasible financing, including financing for
Harrah's acquisition of Caesars, on a timely basis; changes in laws (including
increased tax rates), regulations or accounting standards, third-party
relations and approvals, and decisions of courts, regulators and governmental
bodies; litigation outcomes and judicial actions, including gaming legislative
action, referenda and taxation; the ability of our customer-tracking, customer
loyalty and yield-management programs to continue to increase customer loyalty
and same store sales; our ability to recoup costs of capital investments
through higher revenues; acts of war or terrorist incidents; abnormal gaming
holds; and the effects of competition, including locations of competitors and
operating and market competition.
Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the
date made. Harrah's and Caesars disclaim any obligation to update the
forward-looking statements. You are cautioned not to place undue reliance on
these forward-looking statements which speak only as of the date stated, or if
no date is stated, as of the date of this press release.