-----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, FSxezmCgjSXw4exVEiJkGlDcnHJ4Vk7lIOxFB9EzpawJuHQ5f6PHcZB1Ihh9ZJ4E ZW9iP3nS2Sl83D3y4fGCbQ== 0000769993-03-000474.txt : 20030710 0000769993-03-000474.hdr.sgml : 20030710 20030710162733 ACCESSION NUMBER: 0000769993-03-000474 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001229262 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 32 OLD SLIP CITY: NEW YORK STATE: NY ZIP: 10005 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41450 FILM NUMBER: 03782185 BUSINESS ADDRESS: STREET 1: ONE HARRAHS COURT CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 9017628600 MAIL ADDRESS: STREET 1: 5100 W SAHARA BLVD CITY: LAS VEGAS STATE: NV ZIP: 89146 FORMER COMPANY: FORMER CONFORMED NAME: PROMUS COMPANIES INC DATE OF NAME CHANGE: 19920703 SC 13G/A 1 harrahs3.txt HARRAH'S ENTERTAINMENT INC. 13G AMENDMENT 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3 Harrah's Entertainment, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.10 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 413619107 -------------------------------------------- (CUSIP Number) June 30, 2003 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) Page 1 of 7 pages - ----------------------- CUSIP No. 413619107 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Goldman Sachs Asset Management, L.P. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 8,971,231 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 0 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 11,040,631 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 0 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,040,631 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 10.1% - ------------------------------------------------------------------------------ 12. Type of Reporting Person IA - ------------------------------------------------------------------------------ Page 2 of 7 pages Item 1(b). Address of Issuer's Principal Executive Offices: One Harrah's Court Las Vegas, Nevada 89119 Item 2(a). Name of Persons Filing: Goldman Sachs Asset Management, L.P. Item 2(c). Citizenship: Goldman Sachs Asset Management, L.P. - Delaware Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a : (a).[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Goldman Sachs Asset Management, L.P. (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 3 of 7 pages Item 4. Ownership. (1)(2) (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s) to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - -------------------------- (1) In accordance with Securities and Exchange Commission ("SEC") Release No. 34-39538 (January 12, 1998), this filing reflects the securities beneficially owned by Goldman Sachs Asset Management, L.P. ("GSAM LP"). GSAM LP, an investment advisor, disclaims beneficial ownership of any securities managed, on GSAM LP's behalf, by third parties. (2) This statement amends the statement on Schedule 13G as most recently amended by Amendment No. 2 thereto filed with the SEC on February 14, 2003 by Goldman Sachs Asset Management ("GSAM"), a separate business unit of The Goldman Sachs Group, Inc. Beginning on or about April 26, 2003, GSAM LP assumed all, or substantially all of the rights and responsibilities of GSAM under the terms of its advisory agreements. The full assumption is expected to be completed by the close of the first quarter of 2004. Page 4 of 7 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 10, 2003 GOLDMAN SACHS ASSET MANAGEMENT, L.P. By: /s/ Roger S. Begelman -------------------------------------- Name: Roger S. Begelman Title: Attorney-in-fact Page 5 of 7 pages INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Power of Attorney, dated July 9, 2003, relating to Goldman Sachs Asset Management, L.P. Page 6 of 7 pages EXHIBIT (99.2) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Susan Goddard, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 9th, 2003. GOLDMAN SACHS ASSET MANAGEMENT, L.P. By: s/ Howard Surloff - ---------------------------- Name: Howard Surloff Title: Managing Director Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----