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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 6.28 | 06/13/2005 | D | 2,000 | (3) | 12/31/2008 | Common Stock | 2,000 | (3) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 10.6816 | 06/13/2005 | D | 2,000 | (4) | 07/16/2007 | Common Stock | 2,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 11.1875 | 06/13/2005 | D | 50,000 | (5) | 01/13/2010 | Common Stock | 50,000 | (5) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 11.7498 | 06/13/2005 | D | 2,000 | (6) | 05/07/2008 | Common Stock | 2,000 | (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CROWN A STEVEN 222 NORTH LASALLE SUITE 1000 CHICAGO, IL 60601 |
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| A. STEVEN CROWN | 06/13/2005 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |