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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
Harrah's Entertainment, Inc.
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Common
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(Title of Class of Securities)
413619107
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(CUSIP Number)
Check the following box if a fee is being paid with this statement . / / (A fee
is not required only if the filing person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 7)
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CUSIP No. 413619107 13G Page 2 of 7
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Trustees of the Harrah's Entertainment, Inc. Savings and Retirement Plan
62-1412645
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2 Check the Appropriate Box if a Member of a Group (a) N/A
(b) N/A
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3 SEC Use Only
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4 Citizenship or Place of Organization
Trust organized under the laws of Tennessee
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5 Sole Voting Power
Number Of
6,517,826 See Exhibit A
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Shares 6 Shared Voting Power
Beneficially
Owned By 0 See Exhibit A
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Each 7 Sole Dispositive Power
Reporting
Person 0 See Exhibit A
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With 8 Shared Dispositive Power
0 See Exhibit A
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,517,826 shares
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10 Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares*
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11 Percent of Class Represented By Amount in Row 9
6.3%
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12 Type of Reporting Person*
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer
Harrah's Entertainment, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
1023 Cherry Road
Memphis, TN 38117
Item 2(a) Name of Person Filing
Trustees of the Harrah's Entertainment, Inc.
Savings and Retirement Plan (formerly known as The Promus
Companies Incorporated Savings and Retirement Plan --
See Exhibit B)
Item 2(b) Address of Principal Business Office or Residence
1023 Cherry Road
Memphis, TN 38117
Item 2(c) Citizenship
Trust organized under the laws of Tennessee
Item 2(d) Title of Class of Securities
Common
Item 2(3) CUSIP Number
413619107
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a
(a) ( ) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ( X ) Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Sec.
240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
Sec. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with Sec. 240.13d-1(b)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned
6,517,826 shares
(b) Percent of Class
6.3%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the vote: 6,517,826
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
See Exhibit A.
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the securities, check the following ( ).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 6 Ownership of More than Five Percent on Behalf of Another Person
See Exhibit A
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effects.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the correct information set forth in this
statement is true, complete and correct.
February 8, 1996
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Date
/s/ Neil F. Barnhart
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Signature
Neil F. Barnhart, Authorized Trustee
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Name/Title
Exhibit A
ITEM 4 - OWNERSHIP
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The participants in the Harrah's Entertainment, Inc. Savings and Retirement
Plan have the right to direct the disposition of the securities held in their
accounts by changing their investment elections and withdrawing or borrowing
funds from their accounts pursuant to the terms of the Plan. No one participant
has such rights with respect to more than 5% of the security class.
The trustees of the Plan have sole voting rights for the securities held by
the Plan, except that each participant in the Plan has the right, to the extent
of shares of Company common stock allocated to his or her account in the
Harrah's Entertainment Stock Fund of the Plan (including vested and unvested
amounts), to direct the trustees in writing as to how to respond to a
solicitation of proxies opposed by management of the Company.
The trustees of the Plan are Neil F. Barnhart, Laurance B. Lacaff, Charles
A. Ledsinger, Jr., Ben C. Peternell, Michael N. Regan and Timothy J. Wilmott.
Exhibit B
Item 2(a) - Name of Person Filing
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By a Plan Amendment dated as of October 27, 1995, the name of the Plan was
changed from The Promus Companies Incorporated Savings and Retirement Plan to
the Harrah's Entertainment, Inc. Savings and Retirement Plan.
HARRAH'S ENTERTAINMENT, INC.
SAVINGS AND RETIREMENT PLAN
CERTIFICATE OF SECRETARY
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I, Vincent G. De Young, the duly authorized and acting Secretary of the
Harrah's Entertainment, Inc. Savings and Retirement Plan (the "Plan"), do hereby
certify that the following resolution was duly adopted by the Trustees of the
Plan on February 4th, 1994 and that said resolution is in full force and effect
as of the date hereof:
RESOLVED, that Neil F. Barnhart, Michael N. Regan, Charles A. Ledsinger,
Jr. or Ben C. Peternell be, and each such trustee hereby is, authorized to
execute, on behalf of the Plan and on behalf of the trustees of the Plan,
any document, report, statement or schedule that is required to be filed,
or that any such trustee deems appropriate to be filed, with any
governmental agency including, without limitation, documents filed with the
Securities and Exchange Commission including Schedule 13G's and other SEC
documents, the Department of Labor, and the Internal Revenue Service.
WITNESS MY SIGNATURE this 8th day of February, 1996.
/s/ Vincent G. De Young
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Vincent G. De Young, Secretary
Harrah's Entertainment, Inc.
Savings and Retirement Plan