sv4
As filed with the Securities and Exchange Commission on
October 17, 2005
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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Delaware |
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7990 |
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88-0215232 |
(State or other jurisdiction
of incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Gary N. Jacobs, Esq.
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Janet S. McCloud, Esq.
Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP
10250 Constellation Blvd., 19th Floor
Los Angeles, California 90067
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Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher, LLP
2029 Century Park East
Los Angeles, California 90067 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration
Statement becomes effective.
If any of the securities being registered on this Form are being
offered in connection with the formation of a holding company
and there is compliance with General Instruction G, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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. o
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. o
CALCULATION OF REGISTRATION FEE
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
Title of Each Class of |
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Amount to Be |
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Offering Price |
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Aggregate |
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Registration |
Securities to Be Registered |
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Registered |
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per Unit(1) |
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Offering Price(1) |
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Fee(1) |
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6.625% Senior Notes due 2015(2)
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$375,000,000 |
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100% |
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$375,000,000 |
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$44,137.50 |
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Guarantees of Subsidiaries of 6.625% Senior Notes due 2015
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$375,000,000 |
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N/A(3) |
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N/A(3) |
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N/A(3) |
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(1) |
The registration fee has been calculated pursuant to
Rule 457(a), Rule 457(f)(2) and Rule 457(n) under
the Securities Act of 1933, as amended. The Proposed Maximum
Aggregate Offering Price is estimated solely for the purpose of
calculating the registration fee. |
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(2) |
The 6.625% Senior Notes due 2015 will be obligations of MGM
MIRAGE. |
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(3) |
No separate fee is payable pursuant to Rule 457(n). The
guarantees are not traded separately. |
The Registrants hereby amend this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants 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 this Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
ADDITIONAL REGISTRANTS
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State or Other |
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Primary Standard | |
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Jurisdiction of |
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Industrial | |
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Incorporation or |
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Classification | |
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Exact Name of Registrant as Specified in its Charter |
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Organization |
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Code Number | |
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I.R.S. Employer | |
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AC HOLDING CORP.
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Nevada |
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7990 |
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88-0220212 |
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AC HOLDING CORP. II
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Nevada |
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7990 |
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88-0220229 |
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THE APRIL COOK COMPANIES
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Nevada |
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7990 |
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88-0401505 |
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BEAU RIVAGE DISTRIBUTION CORP.
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Mississippi |
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7990 |
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64-0898763 |
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BEAU RIVAGE RESORTS, INC.
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Mississippi |
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7990 |
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88-0340296 |
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BELLAGIO, LLC
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Nevada |
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7990 |
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94-3373852 |
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BELLAGIO II, LLC
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Nevada |
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7990 |
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47-0880256 |
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BOARDWALK CASINO, INC.
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Nevada |
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7990 |
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88-0304201 |
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BUNGALOW, INC.
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Mississippi |
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7990 |
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64-0410882 |
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CIRCUS CIRCUS CASINOS, INC.
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Nevada |
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7990 |
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88-0191825 |
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CIRCUS CIRCUS MISSISSIPPI, INC.
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Mississippi |
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7990 |
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64-0831942 |
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COLORADO BELLE CORP.
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Nevada |
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7990 |
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88-0218026 |
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COUNTRY STAR LAS VEGAS, LLC
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Nevada |
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7990 |
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88-0352410 |
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DESTRON, INC.
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Nevada |
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7990 |
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88-0234293 |
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DIAMOND GOLD, INC.
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Nevada |
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7990 |
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88-0242688 |
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EDGEWATER HOTEL CORPORATION
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Nevada |
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7990 |
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88-0166025 |
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GALLEON, INC.
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Nevada |
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7990 |
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88-0307225 |
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GOLD STRIKE AVIATION, INCORPORATED
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Nevada |
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7990 |
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88-0257273 |
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GOLD STRIKE FUEL COMPANY
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Nevada |
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7990 |
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88-0230231 |
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GOLD STRIKE, L.V.
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Nevada |
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7990 |
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88-0343891 |
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GOLDSTRIKE FINANCE COMPANY, INC.
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Nevada |
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7990 |
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88-0312944 |
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GOLDSTRIKE INVESTMENTS, INCORPORATED
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Nevada |
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7990 |
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88-0142076 |
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GRAND LAUNDRY, INC.
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Nevada |
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7990 |
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88-0298834 |
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JEAN DEVELOPMENT COMPANY
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Nevada |
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7990 |
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88-0223200 |
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JEAN DEVELOPMENT WEST
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Nevada |
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7990 |
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88-0241415 |
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JEAN FUEL COMPANY WEST
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Nevada |
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7990 |
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88-0269160 |
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LAST CHANCE INVESTMENTS, INCORPORATED
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Nevada |
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7990 |
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88-0145908 |
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LV CONCRETE CORP.
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Nevada |
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7990 |
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88-0337406 |
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MAC, CORP.
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New Jersey |
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7990 |
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22-3424950 |
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MANDALAY CORP.
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Nevada |
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7990 |
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88-0384693 |
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MANDALAY MARKETING AND EVENTS
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Nevada |
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7990 |
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88-0350241 |
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MANDALAY PLACE
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Nevada |
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7990 |
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88-0383769 |
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MANDALAY RESORT GROUP
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Nevada |
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7990 |
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88-0121916 |
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METROPOLITAN MARKETING, LLC
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Nevada |
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7990 |
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22-3756320 |
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MGM GRAND ATLANTIC CITY, INC.
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New Jersey |
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7990 |
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88-0354792 |
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MGM GRAND CONDOMINIUMS, LLC
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Nevada |
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7990 |
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55-0806676 |
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MGM GRAND CONDOMINIUMS II, LLC
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Nevada |
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7990 |
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20-2116101 |
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MGM GRAND CONDOMINIUMS III, LLC
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Nevada |
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7990 |
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05-0627790 |
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MGM GRAND DETROIT, INC.
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Delaware |
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7990 |
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91-1829051 |
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MGM GRAND HOTEL, LLC
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Nevada |
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7990 |
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94-3373856 |
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MGM GRAND NEW YORK, LLC
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Nevada |
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7990 |
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03-0524149 |
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MGM GRAND RESORTS, LLC
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Nevada |
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7990 |
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88-0491101 |
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MGM GRAND RESORTS DEVELOPMENT
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Nevada |
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7990 |
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88-0325809 |
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MGM MIRAGE ADVERTISING, INC.
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Nevada |
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7990 |
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88-0162200 |
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MGM MIRAGE AIRCRAFT HOLDINGS, LLC
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Nevada |
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7990 |
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11-3739807 |
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MGM MIRAGE AVIATION CORP.
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Nevada |
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7990 |
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88-0173596 |
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MGM MIRAGE CORPORATE SERVICES
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Nevada |
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7990 |
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88-0225681 |
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MGM MIRAGE DESIGN GROUP
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Nevada |
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7990 |
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88-0406202 |
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MGM MIRAGE DEVELOPMENT, INC.
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Nevada |
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7990 |
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88-0368826 |
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MGM MIRAGE ENTERTAINMENT AND SPORTS
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Nevada |
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7990 |
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88-0245169 |
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MGM MIRAGE INTERNATIONAL
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Nevada |
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7990 |
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86-0868640 |
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MGM MIRAGE MANUFACTURING CORP.
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Nevada |
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7990 |
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88-0195439 |
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MGM MIRAGE OPERATIONS, INC.
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Nevada |
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7990 |
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88-0471660 |
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MGM MIRAGE RETAIL
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Nevada |
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7990 |
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88-0385232 |
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MH, INC.
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Nevada |
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7990 |
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88-0245162 |
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State or Other |
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Primary Standard | |
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Jurisdiction of |
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Industrial | |
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Incorporation or |
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Classification | |
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Exact Name of Registrant as Specified in its Charter |
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Organization |
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Code Number | |
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I.R.S. Employer | |
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M.I.R. TRAVEL
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Nevada |
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7990 |
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88-0276369 |
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THE MIRAGE CASINO-HOTEL
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Nevada |
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7990 |
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88-0224157 |
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MIRAGE LAUNDRY SERVICES CORP.
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Nevada |
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7990 |
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88-0287118 |
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MIRAGE LEASING CORP.
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Nevada |
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7990 |
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88-0424843 |
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MIRAGE RESORTS, INCORPORATED
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Nevada |
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7990 |
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88-0058016 |
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MMNY LAND COMPANY, INC.
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New York |
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7990 |
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33-1043606 |
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MRG VEGAS PORTAL, INC.
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Nevada |
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7990 |
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26-0047314 |
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MRGS CORP.
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Nevada |
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7990 |
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88-0321295 |
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M.S.E. INVESTMENTS, INCORPORATED
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Nevada |
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7990 |
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88-0142077 |
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NEVADA LANDING PARTNERSHIP
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Illinois |
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7990 |
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88-0311065 |
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NEW CASTLE CORP.
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Nevada |
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7990 |
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88-0239831 |
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NEW PRMA LAS VEGAS, INC.
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Nevada |
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7990 |
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88-0430015 |
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NEW YORK NEW YORK HOTEL & CASINO, LLC
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Nevada |
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7990 |
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88-0329896 |
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NEW YORK NEW YORK TOWER, LLC
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Nevada |
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7990 |
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84-1646058 |
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OASIS DEVELOPMENT COMPANY, INC.
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Nevada |
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7990 |
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88-0238317 |
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PLANE TRUTH, LLC
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Nevada |
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7990 |
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88-0121916 |
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THE PRIMADONNA COMPANY, LLC
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Nevada |
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7990 |
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88-0430016 |
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PRMA, LLC
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Nevada |
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7990 |
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88-0430017 |
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PRMA LAND DEVELOPMENT COMPANY
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Nevada |
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7990 |
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88-0325842 |
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PROJECT CC, LLC
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Nevada |
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7990 |
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84-1669056 |
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RAILROAD PASS INVESTMENT GROUP
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Nevada |
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7990 |
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88-0208350 |
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RAMPARTS INTERNATIONAL
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Nevada |
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7990 |
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88-0371416 |
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RAMPARTS, INC.
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Nevada |
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7990 |
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88-0237030 |
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RESTAURANT VENTURES OF NEVADA, INC.
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Nevada |
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7990 |
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88-0376749 |
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SLOTS-A-FUN, INC.
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Nevada |
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7990 |
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88-0124979 |
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TREASURE ISLAND CORP.
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Nevada |
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7990 |
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88-0279092 |
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VICTORIA PARTNERS
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Nevada |
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7990 |
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88-0346764 |
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VIDIAD
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Nevada |
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7990 |
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88-0428375 |
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The information in this prospectus is not
complete and may be changed. We may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers
to buy these securities in any state where the offer or sale is
not permitted.
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SUBJECT TO COMPLETION, DATED OCTOBER 17, 2005
PROSPECTUS
MGM MIRAGE
Offer to Exchange $375,000,000 in aggregate principal amount
of its
6.625% Senior Notes due 2015
for $375,000,000 in aggregate principal amount
of its outstanding
6.625% Senior Notes due 2015
Information about the exchange offer:
We are offering to exchange $375,000,000 in aggregate principal
amount of our outstanding 6.625% senior notes due 2015
issued in a private placement on September 9, 2005
(old notes) under an indenture entered into by and
among U.S. Bank National Association, as the trustee, and
us on June 20, 2005 for our registered 6.625% senior
notes due 2015 (new notes) to be issued under the
same indenture under which the old notes were issued. The terms
of the new notes are substantially identical to the terms of the
old notes except that the new notes are registered under the
Securities Act of 1933, as amended (the Securities
Act), and, therefore, do not have transfer restrictions.
The exchange offer expires at 5:00 p.m., New York City
time, on
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2005, unless extended. The exchange offer is subject to
customary conditions, including the condition that the exchange
offer not violate any applicable law or any interpretation of
applicable law by the staff of the Securities and Exchange
Commission (SEC). Tenders of outstanding old notes
may be withdrawn at any time before 5:00 p.m., New York
City time, on the expiration date of the exchange offer. All
outstanding old notes that are validly tendered prior to the
expiration of the exchange offer and not validly withdrawn will
be exchanged.
The exchange of old notes for new notes will not be a taxable
exchange for U.S. federal income tax purposes.
We will not receive any proceeds from the exchange offer.
All broker-dealers must comply with the registration and
prospectus delivery requirements of the Securities Act. See
Plan of Distribution.
Information about the new notes:
We will pay interest on the new notes semi-annually in cash in
arrears on January 15 and July 15 of each year. You will receive
interest on the new notes starting from the date interest was
last paid on your old notes. If no interest was paid on your old
notes, you will receive interest on your new notes from
June 20, 2005. If your old notes are exchanged for new
notes, you will not receive any accrued interest on your old
notes. The new notes will mature on July 15, 2015. We may
redeem the new notes in whole or in part at any time prior to
their maturity at a make whole premium.
The new notes will rank equally with or senior to all existing
or future indebtedness of MGM MIRAGE and each guarantor,
respectively.
There is no established trading market for the new notes, and we
do not intend to apply for listing of the new notes on any
securities exchange.
For a discussion of factors that you should consider in
connection with the exchange offer and the new notes, see
Risk Factors beginning on page 13 of this
prospectus.
Neither the SEC nor any state securities regulator has
approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
None of the Nevada Gaming Commission, the Nevada State Gaming
Control Board, the New Jersey Casino Control Commission, the New
Jersey Division of Gaming Enforcement, the Michigan Gaming
Control Board, the Mississippi Gaming Commission, the Illinois
Gaming Board nor any other gaming authority has passed upon the
accuracy or adequacy of this prospectus or the investment merits
of the securities offered. Any representation to the contrary is
unlawful. The Attorney General of the State of New York has not
passed upon or endorsed the merits of this offering. Any
representation to the contrary is unlawful.
The date of this prospectus is October 17, 2005
TABLE OF CONTENTS
You should rely only on the information or representations
incorporated by reference or provided in this prospectus. We
have not authorized anyone to provide you with different
information. If anyone provides you with different or
inconsistent information, you should not rely on it. You may
obtain copies of the Registration Statement, or any document
which we have filed as an exhibit to the Registration Statement
or to any other SEC filing, either from the SEC or from the
Secretary of MGM MIRAGE as described under Where You Can
Find More Information. We are not making an offer to sell
these securities in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date
printed on the front of this prospectus.
Each broker-dealer that receives new notes for its own account
pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new
notes. The letter of transmittal accompanying this prospectus
states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with
resales of the new notes received in exchange for old notes
where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities.
See Plan of Distribution.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. Prior to our merger with
Mandalay Resort Group, Mandalay also filed annual, quarterly and
special reports, proxy statements and other information with the
SEC. You may read and copy, at prescribed rates, any document we
or Mandalay have filed at the SECs public reference room
in Washington, D.C. Please call the SEC at 1-800-SEC-0330
(1-800-732-0330) for further information on the public reference
room. The SEC also maintains a website that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov). You also may read and copy reports and
other information filed by us or Mandalay Resort Group at the
office of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
i
We have filed a registration statement and related exhibits with
the SEC under the Securities Act. The registration statement
contains additional information about us and our securities. You
may inspect the registration statement and its exhibits without
charge at the office of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and obtain copies, at prescribed
rates, from the SEC.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference
information filed with it, which means that we can disclose
important information to you by referring you to the documents
containing such information. The information incorporated by
reference is an important part of this prospectus, and
information filed later by us with the SEC will automatically
update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the SEC by us or Mandalay Resort Group
under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the Exchange Act):
MGM MIRAGE:
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Our Annual Report on Form 10-K for the year ended
December 31, 2004; |
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Our Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2005; |
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Our Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2005; |
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Our Current Reports on Form 8-K dated January 4, 2005,
January 11, 2005, March 22, 2005, April 19, 2005,
April 25, 2005, April 25, 2005 (as amended by
Form 8K/ A filed on May 3, 2005), June 7, 2005,
June 15, 2005, June 20, 2005 (as amended by
Form 8K/ A filed on June 24, 2005), July 6, 2005,
September 2, 2005, September 9, 2005, and
September 16, 2005; and |
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Our Definitive Proxy Statement filed with the SEC on
April 8, 2005. |
Mandalay Resort Group:
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Annual Report of Mandalay Resort Group on Form 10-K for the
year ended January 31, 2005; and |
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Current Reports of Mandalay Resort Group on Form 8-K dated
February 16, 2005, March 22, 2005, April 4, 2005,
April 13, 2005, April 19, 2005, and April 21,
2005. |
All documents and reports filed by us pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this prospectus and on or prior to the
termination of the exchange offer are deemed to be incorporated
by reference in this prospectus from the date of filing of such
documents or reports, except as to any portion of any future
annual or quarterly reports or proxy statements which is not
deemed to be filed under those sections. Any statement contained
in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that
any statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such
statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a
part of this prospectus.
Any person receiving a copy of this prospectus may obtain,
without charge, upon written or oral request, a copy of any of
the documents incorporated by reference except for the exhibits
to such documents (other than the exhibits expressly
incorporated in such documents by reference). Requests should be
directed to: Gary N. Jacobs, Executive Vice President, General
Counsel and Secretary, MGM MIRAGE, 3600 Las Vegas Boulevard
South, Las Vegas, Nevada 89109; telephone number:
(702) 693-7120. A copy will be provided by first class mail
or other equally prompt means within one business day after
receipt of your request. To obtain timely delivery of any of
this information, you must make your request at least five
business days prior to the expiration of the exchange offer. The
date by which you must make your request is
,
2005.
ii
PROSPECTUS SUMMARY
This summary is not complete and may not contain all of the
information that may be important to you. You should read the
entire prospectus carefully, including the financial data and
related notes, as well as the documents incorporated by
reference, for a more complete understanding of this exchange
offer and the new notes. In this prospectus, except where the
context otherwise requires, we will collectively refer to MGM
MIRAGE (formerly known as MGM Grand, Inc.) and its direct and
indirect subsidiaries as MGM MIRAGE, we,
our and us.
MGM MIRAGE
We are one of the leading gaming companies in the world. We own
what we believe to be the worlds finest collection of
casino resorts. We own and operate Bellagio, MGM Grand, Mandalay
Bay, The Mirage, Luxor, Treasure Island (TI), New
York-New York Hotel and Casino, Excalibur, Monte Carlo Resort
and Casino, Circus Circus-Las Vegas, Slots-A-Fun, and the
Boardwalk Hotel and Casino, located in Las Vegas, Nevada. We
also own and operate the Primm Valley Resorts (Whiskey
Petes, Buffalo Bills and the Primm Valley Resort),
located in Primm, Nevada, Circus Circus-Reno, located in Reno,
Nevada, Colorado Belle and Edgewater, located in Laughlin,
Nevada, Gold Strike and Nevada Landing, located in Jean, Nevada,
Railroad Pass, located in Henderson, Nevada, MGM Grand Detroit,
located in Detroit, Michigan, Beau Rivage, a beachfront resort
located in Biloxi, Mississippi (closed indefinitely due to
extensive damage from Hurricane Katrina), and Gold Strike,
located in Tunica County, Mississippi. We are also a 50% owner
of Silver Legacy, located in Reno, Nevada, and a 50% owner of
Borgata, a destination casino resort on Renaissance Pointe in
Atlantic City, New Jersey. In addition, through our subsidiary,
Nevada Landing Partnership, we own a 50% interest in Grand
Victoria, a riverboat casino in Elgin, Illinois. We also have an
investment in the United Kingdom and have a 50% interest in the
MGM Grand Paradise Limited hotel/casino under construction in
Macau S.A.R. We have also announced plans to develop Project
CityCenter, a multi-billion dollar mixed-use urban development
project on the Las Vegas Strip. In addition, our other
operations include the Shadow Creek golf course in North Las
Vegas, two golf courses at the Primm Valley Resorts, and a 50%
investment in The Residences at MGM Grand, a hotel condominium
development in Las Vegas, Nevada.
On April 25, 2005, we consummated our acquisition (the
Merger) of Mandalay Resort Group, a Nevada
corporation (Mandalay). As consideration for the
Merger, the Company paid to Mandalays stockholders $71.00
in cash for each share of Mandalay common stock outstanding at
the time of the Merger. The total merger consideration,
excluding approximately $110 million of transaction costs,
included equity value of approximately $4.8 billion and the
assumption or repayment of outstanding Mandalay debt with a fair
value of approximately $2.9 billion, offset by the
$520 million received by Mandalay from the sale of its
interest in the MotorCity Casino in Detroit, Michigan. The
consideration for the Merger was funded from available
borrowings under the Companys $7.0 billion credit
facility (comprised of a $5.5 billion senior revolving
credit facility and a $1.5 billion senior term loan
facility) which was made available concurrently with the Merger.
We believe that the acquisition enhances our portfolio of
resorts on the Las Vegas Strip, provides additional sites for
future development, and expands our employee and customer bases
significantly.
Our principal executive office is located at 3600 Las Vegas
Boulevard South, Las Vegas, Nevada 89109. Our telephone number
is (702) 693-7120.
The Exchange Offer
We sold $375 million of our 6.625% senior notes due
2015 to certain initial purchasers on September 9, 2005.
The initial purchasers resold those notes in reliance on
Rule 144A and Regulation S under the Securities Act.
1
We entered into a registration rights agreement with the initial
purchasers on September 9, 2005 in which we agreed, among
other things, to:
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file a registration statement with the SEC relating to the
exchange offer on or before 120 days from September 9,
2005; |
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deliver to you this prospectus; |
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use our best efforts to cause the registration statement, which
includes this prospectus, to become effective on or before
180 days from September 9, 2005; and |
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complete the exchange offer within 30 business days after the
registration statement becomes effective. |
You are entitled to exchange your old notes for new registered
6.625% senior notes due 2015 with substantially identical
terms as the old notes, except that the offer and sale of the
new notes is registered under the Securities Act and, therefore,
the new notes do not have transfer restrictions. If we do not
complete the exchange offer on or before 222 days from
September 9, 2005, the interest rate on your old notes will
be increased. You should read the discussion under the heading
The Exchange Offer Purpose and Effect;
Registration Rights and Description of the New
Notes for further information regarding the new notes that
we are offering in exchange for your old notes.
We believe that you may resell the new notes issued in the
exchange offer without compliance with the registration and
prospectus delivery provisions of the Securities Act, subject to
the conditions described under The Exchange Offer.
You should read that section for further information regarding
the exchange offer. In addition, you should refer to
Certain United States Federal Income Tax
Considerations on page 66 for a discussion on certain
tax considerations related to the exchange offer.
Recent Developments
In preparation for, and in advance of, Hurricane Katrina, we
suspended our operations at, and evacuated our employees and
guests from, our Beau Rivage resort located in Biloxi,
Mississippi. As a result of Hurricane Katrina, Beau Rivage
suffered significant property damage and our operations at that
property will continue to be suspended for the foreseeable
future. We have assembled an internal team to assess the
property damage and the anticipated duration of interruption to
our operations at Beau Rivage, and this assessment is ongoing.
It is our intention to rebuild the Beau Rivage resort. We
believe that repair and rebuilding costs and the costs
associated with the interruption of business at Beau Rivage will
be substantially recoverable under our insurance policies;
however, the timing of the receipt of such proceeds is unknown
and we cannot assure you that the insurance carriers will pay
all amounts due on account of our claims. We continue to work
closely with insurance adjustors to ascertain the full amount
due to us as a result of the damages and losses suffered. In
addition, the impact of Hurricane Katrina on the surrounding
area, including damage to, and closing of, major roads and
highways, damage to residential and commercial properties, and
interruption of basic services, will most likely negatively
impact the local gaming industry and tourism for an extended
period of time, which may extend beyond the period of time for
which business interruption is covered under our insurance
policies.
On June 20, 2005, we sold, through a private placement
exempt from the registration requirements under the Securities
Act, $500 million in aggregate principal amount of
6.625% senior notes due 2015. We used the net proceeds of
such offering, approximately $496 million after commissions
and offering expenses and excluding amounts representing accrued
interest, primarily to repay a portion of the borrowings under
our $7.0 billion credit facility. On October 17, 2005,
we filed with the SEC a registration statement on Form S-4
in connection with a registered offering of $500 million in
aggregate principal amount of our 6.625% senior notes due
2015 in exchange for the notes issued in the private placement
on June 20, 2005.
2
Summary of the Terms of the Exchange Offer
The following is a brief summary of some of the terms of the
exchange. For a more complete description of the terms of the
exchange offer, see Exchange Offer in this
prospectus.
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Exchange Offer |
|
$1,000 principal amount of registered 6.625% senior notes
due 2015 in exchange for each $1,000 principal amount of
6.625% senior notes due 2015 issued in a private placement
on September 9, 2005. As of the date hereof, old notes
representing $375 million aggregate principal amount are
outstanding. The terms of the new notes and the old notes are
substantially identical, except: |
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the sale of the new notes in the exchange offer has
been registered under the Securities Act; and |
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upon expiration of the exchange offer, your rights
under the registration rights agreement
pertaining to the old notes will terminate,
except under limited circumstances. |
|
Expiration Date |
|
You have until 5:00 p.m., New York City time, on
,
2005 to validly tender your old notes if you want to exchange
your old notes for new notes. We may extend that date under
certain conditions. |
|
Withdrawal |
|
The tender of the old notes pursuant to the exchange offer may
be withdrawn at any time prior to the expiration date. Any old
notes not accepted for exchange for any reason will be returned
without expense as soon as practicable after the expiration or
termination of the exchange offer. |
|
Interest |
|
You will receive interest on the new notes starting from the
date interest was last paid on your old notes. If no interest
was paid on your old notes, you will receive interest on the new
notes from June 20, 2005. If your old notes are exchanged
for new notes, you will not receive any accrued interest on your
old notes. |
|
Conditions of the Exchange Offer; Extensions; Amendments |
|
The exchange offer is subject to customary conditions, including
the condition that the exchange offer not violate applicable law
or any applicable interpretation of the staff. See The
Exchange Offer Conditions of The Exchange
Offer. |
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The exchange offer is not conditioned on any minimum aggregate
principal amount of old notes being tendered in the exchange
offer. |
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If we materially amend the exchange offer, we will notify you. |
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We may also delay or extend the exchange offer and, if the
conditions to the exchange offer are not met, we may terminate
the exchange offer. We will notify you of any delay, extension
or termination of the exchange offer. |
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Under certain circumstances specified in the registration rights
agreement, we may be required to file a shelf
registration statement for the old notes for a continuous
offering under Rule 415 under the Securities Act. |
3
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Procedures for Tendering Old Notes; Special Procedures for
Beneficial Owners |
|
If you want to participate in the exchange offer, you must
transmit a properly completed and signed letter of transmittal,
and all other documents required by the letter of transmittal,
to the exchange agent. Please send these materials to the
exchange agent at the address set forth in the accompanying
letter of transmittal prior to 5:00 p.m., New York City
time, on the expiration date. You must also send one of the
following: |
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certificates for your old notes; |
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a timely confirmation of book-entry transfer of your
old notes into the exchange agents account at
The Depository Trust Company; or |
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the items required by the guaranteed delivery
procedures described below. |
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If you are a beneficial owner of your old notes, and your old
notes are registered in the name of a nominee, such as a broker,
dealer, commercial bank or trust company, and you wish to tender
your old notes in the exchange offer, you should instruct your
nominee to promptly tender the old notes on your behalf. |
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If you are a beneficial owner and you want to tender your old
notes on your own behalf, you must, before completing and
executing the letter of transmittal and delivering your old
notes, make appropriate arrangements to either register
ownership of your old notes in your name or obtain a properly
completed bond power from the registered holder of your old
notes. |
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By executing the letter of transmittal, you will represent to us
that: |
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you are not our affiliate (as defined in
Rule 405 under the Securities Act); |
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you will acquire the new notes in the ordinary
course of your business; |
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you are not a broker-dealer that acquired your old
notes directly from us in order to resell
them pursuant to Rule 144A under the Securities
Act or any other available exemption under
the Securities Act; |
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if you are a broker-dealer that acquired your new
notes as a result of market-making or other trading
activities, you will deliver a prospectus in connection with any
resale of new notes; and |
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you are not participating, do not intend to
participate and have no arrangement or
understanding with any person to participate in the
distribution of the new notes. |
|
Guaranteed Delivery Procedures |
|
If you wish to tender your old notes and: |
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your old notes are not immediately available; |
4
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you are unable to deliver on time your old notes or
any other document that you are required to deliver
to the exchange agent; or |
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you cannot complete the procedures for delivery by
book-entry transfer on time; |
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then you may tender your old notes according to the guaranteed
delivery procedures that are discussed in the letter of
transmittal and in The Exchange Offer
Guaranteed Delivery Procedures. |
|
The Exchange Agent |
|
U.S. Bank National Association is the exchange agent. Its
address and telephone number are set forth in The Exchange
Offer The Exchange Agent; Assistance. |
|
Resales of New Notes |
|
Based on interpretations by the staff of the Commission, as set
forth in no-action letters issued to certain third parties
unrelated to us, we believe that new notes issued pursuant to
the exchange offer in exchange for old notes may be offered for
resale, resold or otherwise transferred by you without
compliance with the registration and prospectus delivery
requirements of the Securities Act, unless you: |
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are our affiliate (as defined in
Rule 405 under the Securities Act); |
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acquired the new notes other than in the ordinary
course of your business; |
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are a broker-dealer that acquired your old notes
directly from us in order to resell them pursuant to
Rule 144A under the Securities Act or any other available
exemption under the Securities Act; or |
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are participating, intend to participate or have an
arrangement or understanding with any person to
participate in the distribution of the new notes. |
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However, the SEC has not considered the exchange offer in the
context of a no-action letter and we cannot be sure that the
staff of the SEC would make a similar determination with respect
to the exchange offer as in such other circumstances. |
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All broker-dealers that are issued new notes for their own
accounts in exchange for old notes that were acquired as a
result of market-making or other trading activities must
acknowledge that they will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale
of the new notes. If you are a broker-dealer and are required to
deliver a prospectus, you may use this prospectus for an offer
to resell, a resale or other transfer of the new notes. |
|
Certain Tax Considerations |
|
The issuance of the new notes will not constitute a taxable
exchange for U.S. federal income tax purposes. You will not
recognize any gain or loss upon receipt of the new notes. See
Certain United States Federal Income Tax
Considerations. |
|
Registration Rights Agreement |
|
In connection with the sale of the old notes in a private
placement in reliance on Section 4(2) of the Securities
Act, we entered into a |
5
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registration rights agreement with the initial purchasers of the
old notes that grants the holders of the old notes registration
rights. The old notes were immediately resold by the initial
purchasers in reliance on Rule 144A and Regulation S
under the Securities Act. As a result of making and consummating
this exchange offer, we will have fulfilled most of our
obligations under the registration rights agreement. If you do
not tender your old notes in the exchange offer, you will not
have any further registration rights under the registration
rights agreement or otherwise unless you were not eligible to
participate in the exchange offer or do not receive freely
transferable new notes in the exchange offer. See The
Exchange Offer Purpose and Effect; Registration
Rights. |
|
Effect of Not Tendering |
|
If you do not exchange your old notes for new notes in the
exchange offer, your old notes will continue to be subject to
the restrictions on transfer contained in the legend on the old
notes. In general, the old notes may not be offered or sold
unless they are registered under the Securities Act. However,
you may offer or sell your old notes under an exemption from, or
in a transaction not subject to, the Securities Act and
applicable state securities laws. We do not currently anticipate
that we will register the old notes under the Securities Act. |
6
Summary of the Terms of the New Notes
The following is a brief summary of some of the terms of the new
notes. For a more complete description of the terms of the new
notes, see Description of the New Notes in this
prospectus.
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Issuer |
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MGM MIRAGE. |
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Notes offered |
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$375,000,000 aggregate principal amount of 6.625% senior
notes due 2015. |
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Maturity |
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July 15, 2015. |
|
Interest payment dates |
|
January 15 and July 15 of each year after the date of issuance
of the new notes. You will receive interest on the new notes
starting from the date interest was last paid on your old notes.
If no interest was paid on your old notes, you will receive
interest from June 20, 2005. If your old notes are
exchanged for new notes, you will not receive any accrued
interest on your old notes. |
|
Guarantees |
|
The new notes will be unconditionally guaranteed, jointly and
severally, on a senior basis by substantially all of our wholly
owned U.S. subsidiaries except for U.S. holding
companies of our foreign subsidiaries. |
|
Ranking |
|
The new notes and guarantees will be general unsecured senior
obligations of MGM MIRAGE and each guarantor, respectively, and
will rank equally with or senior to all existing or future
indebtedness of MGM MIRAGE and each guarantor, respectively. See
Description of the New Notes Ranking. |
|
Optional redemption |
|
We may redeem the new notes in whole or in part at any time
prior to their maturity at the redemption price described in the
section Description of the New Notes Optional
Redemption. |
|
Covenants |
|
The indenture contains covenants that, among other things, will
limit our ability and, in certain instances, the ability of our
subsidiaries to: |
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incur liens on assets to secure debt; |
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enter into certain sale and lease-back
transactions; and |
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merge or consolidate with another company or sell
substantially all assets. |
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These covenants are subject to a number of important
qualifications and exceptions. See Description of the New
Notes Additional Covenants of MGM MIRAGE. |
|
Use of proceeds |
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We will not receive any proceeds from the exchange offer and the
corresponding issuance of the new notes. |
|
Risk factors |
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See Risk Factors and the other information in this
prospectus for a discussion of the factors you should carefully
consider in connection with the exchange offer and the new notes. |
|
Simultaneous Exchange Offer |
|
Simultaneous with the filing of the registration statement, of
which this prospectus is a part, we filed a separate
registration statement on Form S-4 with the SEC in
connection with a registered offering of $500 million in
aggregate principal amount of our 6.625% senior notes due
2015 in exchange for $500 million in aggregate principle
amount of 6.625% senior notes due 2015 issued in a private
placement on June 20, 2005 under the same indenture under
which the old notes were issued. |
7
SUMMARY SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
MGM MIRAGE
Our selected consolidated financial and other data presented
below as of and for the five years ended December 31, 2004
have been derived from our audited consolidated financial
statements. Our consolidated financial statements for these
periods were audited by Deloitte & Touche LLP, an
independent registered public accounting firm. The summary
selected consolidated financial and other data as of and for the
six months ended June 30, 2004 and June 30, 2005 has
been derived from our unaudited consolidated financial
statements for those periods, which, in the opinion of
management, include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the
results of operations and financial position. The results for
the six months ended June 30, 2005 are not necessarily
indicative of results that may be expected for the entire year.
The table should be read together with our consolidated
financial statements and accompanying notes, as well as
managements discussion and analysis of results of
operations and financial condition, all of which can be found in
publicly available documents.
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For the Years Ended December 31, | |
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Six Months Ended June 30, | |
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2000 | |
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2001 | |
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2002 | |
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2003 | |
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2004 | |
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2004 | |
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2005 | |
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(In thousands, except per share data) | |
Income Statement Data:
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Net revenues
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$ |
2,910,580 |
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$ |
3,699,852 |
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$ |
3,756,928 |
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$ |
3,862,743 |
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$ |
4,238,104 |
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$ |
2,138,961 |
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$ |
2,920,091 |
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Operating income
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515,197 |
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|
|
599,892 |
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|
|
746,538 |
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699,729 |
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950,860 |
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|
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515,263 |
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|
671,105 |
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Income from continuing operations
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153,585 |
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|
160,440 |
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|
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289,476 |
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|
|
230,273 |
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|
|
349,856 |
|
|
|
198,803 |
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|
|
252,247 |
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Net income
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|
160,744 |
|
|
|
169,815 |
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|
|
292,435 |
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|
|
243,697 |
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|
|
412,332 |
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|
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210,565 |
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|
|
252,247 |
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Basic earnings per share
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Income from continuing operations
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$ |
0.53 |
|
|
$ |
0.51 |
|
|
$ |
0.92 |
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$ |
0.77 |
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|
$ |
1.25 |
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$ |
0.71 |
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|
$ |
0.89 |
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Net income per share
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|
$ |
0.55 |
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|
$ |
0.53 |
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|
$ |
0.93 |
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|
$ |
0.82 |
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|
$ |
1.48 |
|
|
$ |
0.75 |
|
|
$ |
0.89 |
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Weighted average number of shares
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290,600 |
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|
|
317,542 |
|
|
|
315,618 |
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|
|
297,860 |
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|
|
279,326 |
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|
|
282,035 |
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|
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284,031 |
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Diluted earnings per share
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Income from continuing operations
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$ |
0.52 |
|
|
$ |
0.50 |
|
|
$ |
0.90 |
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|
$ |
0.76 |
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|
$ |
1.21 |
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|
$ |
0.68 |
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|
$ |
0.85 |
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Net income per share
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$ |
0.54 |
|
|
$ |
0.53 |
|
|
$ |
0.91 |
|
|
$ |
0.80 |
|
|
$ |
1.43 |
|
|
$ |
0.72 |
|
|
$ |
0.85 |
|
|
Weighted average number of shares
|
|
|
295,802 |
|
|
|
321,644 |
|
|
|
319,880 |
|
|
|
303,184 |
|
|
|
289,332 |
|
|
|
291,611 |
|
|
|
295,685 |
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share(1)
|
|
$ |
0.05 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, | |
|
Six Months Ended June 30, | |
|
|
| |
|
| |
|
|
2000 | |
|
2001 | |
|
2002 | |
|
2003 | |
|
2004 | |
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Ratio of earnings to fixed charges(2)
|
|
|
1.47 |
x |
|
|
1.43 |
x |
|
|
2.09 |
x |
|
|
1.86 |
x |
|
|
2.27 |
x |
|
|
2.52 |
x |
|
|
2.31 |
x |
Balance Sheet Data (end of period):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
10,785,720 |
|
|
$ |
10,542,568 |
|
|
$ |
10,568,698 |
|
|
$ |
10,811,269 |
|
|
$ |
11,115,029 |
|
|
$ |
10,704,208 |
|
|
$ |
20,506,615 |
|
Total debt, including capital leases
|
|
|
5,880,819 |
|
|
|
5,465,608 |
|
|
|
5,222,195 |
|
|
|
5,533,462 |
|
|
|
5,463,619 |
|
|
|
5,538,558 |
|
|
|
12,272,885 |
|
Stockholders equity
|
|
|
2,382,445 |
|
|
|
2,510,700 |
|
|
|
2,664,144 |
|
|
|
2,533,788 |
|
|
|
2,771,704 |
|
|
|
2,509,340 |
|
|
|
3,176,014 |
|
Stockholders equity per share
|
|
$ |
7.49 |
|
|
$ |
7.98 |
|
|
$ |
8.62 |
|
|
$ |
8.85 |
|
|
$ |
9.87 |
|
|
$ |
9.05 |
|
|
$ |
11.06 |
|
Number of shares outstanding
|
|
|
318,260 |
|
|
|
314,792 |
|
|
|
309,148 |
|
|
|
286,192 |
|
|
|
280,740 |
|
|
|
277,368 |
|
|
|
287,273 |
|
|
|
(1) |
On December 13, 1999 the Board of Directors approved an
initial quarterly cash dividend of $0.05 per share to
stockholders of record on February 10, 2000. The dividend
was paid on March 1, 2000. As a result of the acquisition
of Mirage Resorts, Incorporated, we announced on April 19,
2000 that the quarterly dividend policy was discontinued. |
|
(2) |
Earnings consist of income from continuing operations before
income taxes and fixed charges, adjusted to exclude capitalized
interest. Fixed charges consist of interest, whether expensed or
capitalized, amortization of debt discount and issuance costs,
and our proportionate share of interest cost of unconsolidated
affiliates. |
The Mirage acquisition occurred on May 31, 2000. In June
2003, we ceased operations of PLAYMGMMIRAGE.com, our online
gaming website (Online). In January 2004, we sold
the Golden Nugget Las Vegas and the Golden Nugget Laughlin
including substantially all of the assets and liabilities of
those resorts (the Golden Nugget Subsidiaries). In
July 2004, we sold the subsidiaries that own and operate MGM
Grand Australia. The results of Online, the Golden Nugget
Subsidiaries and MGM Grand Australia are classified as
discontinued operations for all periods presented. The Mandalay
acquisition occurred on April 25, 2005.
9
MANDALAY RESORT GROUP
The selected consolidated financial and other data of Mandalay
presented below as of and for the five fiscal years ended
January 31, 2005 have been derived from the audited
consolidated financial statements of Mandalay, which were
audited by Deloitte & Touche LLP. The table should be
read together with Mandalays consolidated financial
statements and accompanying notes, as well as managements
discussion and analysis of results of operations and financial
condition, all of which can be found in publicly available
documents.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31, | |
|
|
| |
|
|
2001 | |
|
2002 | |
|
2003 | |
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amounts, ratios and statistical measures) | |
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues(1)
|
|
$ |
2,381,139 |
|
|
$ |
2,348,512 |
|
|
$ |
2,354,118 |
|
|
$ |
2,491,099 |
|
|
$ |
2,809,143 |
|
Income from operations
|
|
|
431,534 |
|
|
|
351,060 |
|
|
|
452,306 |
|
|
|
490,441 |
|
|
|
613,432 |
|
Income before cumulative effect of change in accounting principal
|
|
|
119,700 |
|
|
|
53,044 |
|
|
|
117,465 |
|
|
|
149,847 |
|
|
|
229,062 |
|
Net income(2)
|
|
|
119,700 |
|
|
|
53,044 |
|
|
|
115,603 |
|
|
|
149,847 |
|
|
|
229,062 |
|
Basic earnings per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
$ |
1.53 |
|
|
$ |
0.73 |
|
|
$ |
1.74 |
|
|
$ |
2.40 |
|
|
$ |
3.41 |
|
|
Net income
|
|
$ |
1.53 |
|
|
$ |
0.73 |
|
|
$ |
1.71 |
|
|
$ |
2.40 |
|
|
$ |
3.41 |
|
Diluted earnings per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before cumulative effect of change in accounting principle
|
|
$ |
1.50 |
|
|
$ |
0.71 |
|
|
$ |
1.68 |
|
|
$ |
2.31 |
|
|
$ |
3.31 |
|
|
Net income
|
|
$ |
1.50 |
|
|
$ |
0.71 |
|
|
$ |
1.65 |
|
|
$ |
2.31 |
|
|
$ |
3.31 |
|
Ratio of earnings to fixed charges(3)
|
|
|
1.85 |
x |
|
|
1.50 |
x |
|
|
1.91 |
x |
|
|
2.30 |
x |
|
|
3.12 |
x |
|
|
|
|
|
|
|
As of | |
|
|
January 31, | |
|
|
2005 | |
|
|
| |
|
|
(In thousands) | |
Balance Sheet Data:
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
169,738 |
|
Total assets
|
|
|
4,722,115 |
|
Long-term debt, net of current portion
|
|
|
2,646,986 |
|
Stockholders equity
|
|
|
1,239,230 |
|
|
|
(1) |
During fiscal 2003, Mandalay reclassified equity in earnings of
unconsolidated affiliates from revenues to a separate component
within income from operations. Prior fiscal years have been
reclassified to conform to the new presentation. This
reclassification had no impact on previously reported income
from operations or net income. |
10
|
|
(2) |
In accordance with the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS 142) on
February 1, 2002, Mandalay no longer amortizes goodwill.
The following table presents Mandalays results for fiscal
years ended January 31, 2001 and 2002 as if the
non-amortization provisions of SFAS 142 had been applied.
All goodwill amortization was related to continuing operations. |
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended | |
|
|
January 31, | |
|
|
| |
|
|
2001 | |
|
2002 | |
|
|
| |
|
| |
|
|
(In thousands, except | |
|
|
per share data) | |
Net income as reported
|
|
$ |
119,700 |
|
|
$ |
53,044 |
|
|
Goodwill amortization adjustment
|
|
|
11,801 |
|
|
|
11,801 |
|
|
|
|
|
|
|
|
Adjusted net income
|
|
$ |
131,501 |
|
|
$ |
64,845 |
|
|
|
|
|
|
|
|
Basic net income per share as reported
|
|
$ |
1.53 |
|
|
$ |
0.73 |
|
|
Goodwill amortization adjustment
|
|
|
0.15 |
|
|
|
0.16 |
|
|
|
|
|
|
|
|
Adjusted basic net income per share
|
|
$ |
1.68 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
Diluted net income per share as reported
|
|
$ |
1.50 |
|
|
$ |
0.71 |
|
|
Goodwill amortization adjustment
|
|
|
0.15 |
|
|
|
0.16 |
|
|
|
|
|
|
|
|
Adjusted diluted net income per share
|
|
$ |
1.65 |
|
|
$ |
0.87 |
|
|
|
|
|
|
|
|
|
|
(3) |
For purposes of determining the ratio of earnings to fixed
charges, earnings are defined as net income before fixed
charges, income taxes and minority interest, adjusted to exclude
capitalized interest. Fixed charges consist of interest, whether
expensed or capitalized, amortization of debt discount and
issuance costs, Mandalays proportionate share of the
interest cost of 50%-owned ventures, and the estimated interest
component of rental expense. |
On April 25, 2005, immediately prior to the Merger,
Mandalays ownership interest in MotorCity Casino was sold
to a third party. See Regulation and Licensing
Michigan Government Regulation and Taxation.
11
SUMMARY UNAUDITED PRO FORMA FINANCIAL AND OTHER DATA
The summary unaudited pro forma financial and other data
presented below give effect to the acquisition by MGM MIRAGE of
Mandalay, and are derived from our historical financial
statements and the historical financial statements of Mandalay,
which are incorporated by reference in this prospectus, and the
historical financial statements of Monte Carlo, a joint venture
between us and Mandalay. The summary pro forma financial and
other data presented below is only a summary of the unaudited
pro forma condensed combined financial statements presented on
pages 20 to 25, and should be read in conjunction with our
historical financial statements and other information
incorporated herein by reference.
The historical financial statements have been adjusted as
described in the notes to the unaudited pro forma condensed
combined financial statements beginning on page 23. The
summary pro forma financial and other data presented below
should not be considered representative of our future
consolidated results of operations or financial position.
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months | |
|
|
Year Ended | |
|
Ended | |
|
|
December 31, | |
|
June 30, | |
|
|
2004 | |
|
2005 | |
|
|
| |
|
| |
|
|
(In thousands, except per | |
|
|
share data) | |
Income Statement Data:
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$ |
6,897,067 |
|
|
$ |
3,821,632 |
|
Operating income
|
|
|
1,409,035 |
|
|
|
833,804 |
|
Income from continuing operations
|
|
|
406,476 |
|
|
|
274,849 |
|
Basic earnings per share Income from continuing operations
|
|
$ |
1.46 |
|
|
$ |
0.97 |
|
Diluted earnings per share Income from continuing operations
|
|
$ |
1.40 |
|
|
$ |
0.93 |
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges
|
|
|
1.79x |
|
|
|
2.02x |
|
12
RISK FACTORS
Before you participate in the exchange offer for the new
notes, you should be aware that investment in the new notes
carries various risks, including those described below. We urge
you to carefully consider these risk factors, together with all
of the other information included and incorporated by reference
in this prospectus, before you decide to participate in the
exchange offer for the new notes.
Risks Related to the Exchange Offer and the New Notes
|
|
|
Restrictions on transfer If you do not
properly tender your old notes, your ability to transfer such
old notes will be adversely affected. |
We will only issue new notes in exchange for old notes that are
timely received by the exchange agent, together with all
required documents, including a properly completed and signed
letter of transmittal. Therefore, you should allow sufficient
time to ensure timely delivery of the old notes and you should
carefully follow the instructions on how to tender your old
notes. Neither we nor the exchange agent are required to tell
you of any defects or irregularities with respect to your tender
of the old notes. If you do not tender your old notes or if we
do not accept your old notes because you did not tender your old
notes properly, then, after we consummate the exchange offer,
you may continue to hold old notes that are subject to the
existing transfer restrictions. In addition, if you tender your
old notes for the purpose of participating in a distribution of
the new notes, you will be required to comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any resale of the new notes.
If you are a broker-dealer that receives new notes for your own
account in exchange for old notes that you acquired as a result
of market-making activities or any other trading activities, you
will be required to acknowledge that you will deliver a
prospectus in connection with any resale of such exchange notes.
After the exchange offer is consummated, if you continue to hold
any old notes, you may have difficulty selling them because
there will be fewer old notes outstanding. In addition, if a
large amount of old notes are not tendered or are tendered
improperly, the limited amount of new notes that would be issued
and outstanding after we consummate the exchange offer could
lower the market price of such new notes.
|
|
|
Our substantial indebtedness could adversely affect our
operations and financial results and impair our ability to
satisfy our obligations under the new notes. |
We had approximately $12.3 billion of indebtedness as of
June 30, 2005. See Capitalization. The interest
rate on a large portion of our long-term debt is subject to
fluctuation based on changes in short-term interest rates,
changes in our financial condition and the ratings that national
rating agencies assign to our outstanding debt securities.
The new notes will not restrict our ability to borrow
substantial additional funds in the future that may be either
pari passu with or subordinated to the new notes, and the
new notes provide holders only limited protection should we be
involved in a highly leveraged transaction. If we incur
additional indebtedness, it could increase the related risks
that we face.
Our indebtedness could have important consequences to you. For
example, it could:
|
|
|
|
|
increase our vulnerability to general adverse economic and
industry conditions; |
|
|
|
require us to dedicate a substantial portion of our cash flow
from operations to payments on our indebtedness, thereby
reducing the availability of our cash flow to fund working
capital, capital expenditures and other general corporate
activities; |
|
|
|
limit our flexibility in planning for, or reacting to, changes
in our business and industry; |
|
|
|
limit our ability to borrow additional funds; and |
|
|
|
place us at a competitive disadvantage compared to other less
leveraged competitors. |
13
|
|
|
Servicing our indebtedness will require a significant
amount of cash and our ability to generate sufficient cash
depends on many factors, some of which are beyond our
control. |
Our ability to make payments on and to refinance our
indebtedness and to fund planned capital expenditures depends on
our ability to generate cash flow in the future. This, to some
extent, is subject to general economic, financial, competitive,
legislative and regulatory factors and other factors that are
beyond our control. In addition, our ability to borrow funds
under our senior credit facility in the future will depend on
our meeting the financial covenants in the agreements, including
a minimum interest coverage test and a maximum leverage ratio
test. We cannot assure you that our business will generate cash
flow from operations or that future borrowings will be available
to us under our senior credit facility in an amount sufficient
to enable us to pay our indebtedness or to fund our other
liquidity needs. As a result, we may need to refinance all or a
portion of our indebtedness on or before maturity. We cannot
assure you that we will be able to extend or refinance any of
our indebtedness on favorable terms or at all. Our inability to
generate sufficient cash flow or refinance our indebtedness on
favorable terms could have a material adverse effect on our
financial condition.
|
|
|
Fraudulent conveyance statutes allow courts, under
specific circumstances, to avoid subsidiary guarantees. |
Various fraudulent conveyance and similar laws have been enacted
for the protection of creditors and may be utilized by courts to
avoid or limit the guarantees of the new notes by our
subsidiaries. The requirements for establishing a fraudulent
conveyance vary depending on the law of the jurisdiction that is
being applied. Generally, if in a bankruptcy, reorganization or
other judicial proceeding, a court were to find that the
guarantor received less than reasonably equivalent value or fair
consideration for incurring indebtedness evidenced by
guarantees, and either
|
|
|
|
|
was insolvent at the time of the incurrence of such indebtedness, |
|
|
|
was rendered insolvent by reason of incurring such indebtedness, |
|
|
|
was at such time engaged or about to engage in a business or
transaction for which its assets constituted unreasonably small
capital, or |
|
|
|
intended to incur, or believed that it would incur, debts beyond
its ability to pay such debts as they matured, |
such court could, with respect to the guarantor, declare void in
whole or in part the obligations of such guarantor under the
guarantees. Any payment by such guarantor pursuant to its
guarantee could also be required to be returned to it, or to a
fund for the benefit of its creditors. Generally, an entity will
be considered insolvent if the sum of its respective debts is
greater than the fair saleable value of all of its property at a
fair valuation or if the present fair saleable value of its
assets is less than the amount that will be required to pay its
probable liability on its existing debts, as they become
absolute and mature.
We, meaning only MGM MIRAGE, have no operations of our own and
derive all of our revenue from our subsidiaries. If a guarantee
of the new notes by a subsidiary were avoided as a fraudulent
transfer, holders of other indebtedness of, and trade creditors
of, that subsidiary would generally be entitled to payment of
their claims from the assets of the subsidiary before such
assets could be made available for distribution to us to satisfy
our own obligations. The indenture for the new notes will not
limit the incurrence of additional indebtedness by us and our
subsidiaries or limit investments by us in our subsidiaries.
|
|
|
We may require you to dispose of your new notes or redeem
your new notes if any gaming authority finds you unsuitable to
hold them. |
We may require you to dispose of your new notes or redeem your
new notes if any gaming authority finds you unsuitable to hold
them or in order to otherwise comply with any gaming laws to
which we or any of our subsidiaries are or may become subject,
as more fully described in the sections entitled
Regulation and Licensing and Description of
the New Notes Mandatory Disposition Pursuant to
Gaming Laws.
14
|
|
|
An active trading market may not develop for these new
notes. |
The new notes do not have an established trading market, and
none may develop. We do not intend to apply for listing of the
new notes on any securities exchange or for quotation on any
automated dealer quotation system. The liquidity of any market
for the new notes will depend on the number of holders of the
new notes, the interest of securities dealers in making a market
in the new notes and other factors. The initial purchasers of
the old notes are under no obligation to make a market in the
new notes, even if permitted by applicable laws and regulations.
At their discretion, the initial purchasers could discontinue
any market-making efforts at any time without notice.
Accordingly, we cannot assure you as to the development or
liquidity of any market for the new notes. If an active trading
market does not develop, the market price and liquidity of the
new notes may be adversely affected. If the new notes are
traded, they may trade at a discount from their initial offering
price of the old notes depending upon prevailing interest rates,
the market for similar securities, general economic conditions,
our performance and business prospects and certain other factors.
Risks Related to MGM MIRAGE and the Gaming Industry
|
|
|
The gaming industry is highly competitive. |
Our casinos in Las Vegas and elsewhere are destination resorts
that compete with other destination travel locations throughout
the United States and the world. We do not believe that our
competition is limited to a particular geographic area, and
gaming operations in other states or countries could attract our
customers. To the extent that new casinos enter our markets or
hotel room capacity is expanded by others in major destination
locations, competition will increase. Major competitors,
including new entrants, have either recently expanded their
hotel room capacity or are currently constructing new rooms in
Las Vegas. Also, the recent growth of gaming in areas outside
Las Vegas, including California, has increased the competition
faced by our operations in Las Vegas and elsewhere. In
particular, as additional large scale gaming operations in
Native American tribal lands increase, competition will increase.
|
|
|
The expansion of gaming in California has impacted our
operations and could have a material adverse effect on our
business. |
Voters in California approved an amendment to the California
constitution on March 7, 2000 that gave Native American
tribes in California the right to offer a limited number of slot
machines and a range of house-banked card games. A number of
Native American tribes have already signed and others have begun
signing gaming compacts with the State of California. More than
60 compacts had been approved by the federal government as
of December 31, 2004, and casino-style gaming is legal in
California on those tribal lands. According to the California
Gambling Control Commission, there are more than 50 operating
tribal casinos in California. The expansion of Native American
gaming in California has already impacted our operations.
Several additional initiatives have been proposed which would,
if approved, materially expand the scope of gaming in
California. In addition, several Native American tribes in
California recently reached agreements with the state of
California that allow for increased number of gaming machines
within such tribes in exchange for a revenue-based payment to
the state. Such expansion of gaming in California could have an
adverse impact on our results of operations.
|
|
|
The gaming industry is highly regulated, and we must
adhere to various regulations, maintain our licenses and pay
gaming taxes to continue our operations. |
The ownership and operation of gaming facilities are subject to
extensive federal, state, provincial, tribal and/or local laws,
regulations and ordinances, which are administered by the
relevant regulatory agencies in each jurisdiction. These laws,
regulations and ordinances vary from jurisdiction to
jurisdiction, but generally concern the responsibility,
financial stability and character of the owners and managers of
gaming operations as well as persons financially interested or
involved in gaming operations. For a summary of gaming
regulations that affect our business, see Regulation and
Licensing. The regulatory environment in any particular
jurisdiction may change in the future and any such change could
have a material adverse effect on our results of operations. In
addition, we are subject to various gaming taxes, which are
subject to possible
15
increase at any time. For instance, in 2004, the Michigan
legislature approved an increase to the gaming tax rate in
Michigan. See Regulations and Licensing
Michigan Government Regulation and Taxation.
|
|
|
We may experience difficulties integrating Mandalay into
our operations. |
We acquired Mandalay on April 25, 2005. Acquisitions
generally involve significant risks, including difficulties in
the assimilation of the operations, services and corporate
culture of the acquired company, diversion of managements
attention from other business concerns, and overvaluation of the
acquired company. We are currently in the process of integrating
the operations of Mandalay into ours. We cannot assure you that
we will be able to integrate these operations without
encountering different business strategies with respect to
marketing, integrating personnel with disparate business
backgrounds and corporate cultures, integrating different
reservations systems and other technology and managing
relationships with other business partners. For these reasons,
we cannot assure you that we will be able to integrate
successfully the Mandalay operations into our own. Furthermore,
the integration of operations may temporarily distract
management from our day-to-day business. In addition, the
anticipated benefits from the acquisition of Mandalay are based
on projections and assumptions and not on actual results. As a
result, we cannot assure you that we will realize the
anticipated benefits. Our ability to realize these benefits
could be adversely impacted by difficulties in integrating
Mandalays operations with our operations and by any
inability to achieve certain economies of scale.
|
|
|
We rely on customers who travel to our resorts, and if our
customers ability to travel is impeded, it could
negatively affect our operating results. |
Many of our customers travel by air. As a result, the cost and
availability of air service and the impact of events like those
of September 11, 2001, can affect our business.
Additionally, there is one principal interstate highway between
Las Vegas and Southern California, where a large number of our
customers reside. Capacity restraints of that highway or any
other traffic disruptions, as well as the increasing cost of
fuel, may affect the number of customers who visit our
facilities.
|
|
|
Terrorist attacks may cause significant disruption to our
business. |
The events of September 11, 2001, and the potential for
future terrorist attacks or acts of war or hostility, have
created many economic and political uncertainties that could
adversely impact our business levels and results of operations.
Leisure and business travel, especially travel by air, remain
particularly susceptible to global geopolitical events.
Furthermore, although we have been able to purchase some
insurance coverage for certain types of terrorist acts,
insurance coverage against loss or business interruption
resulting from war and some forms of terrorism continues to be
unavailable.
|
|
|
Extreme weather conditions may cause significant property
damage and interruption of our operations in certain
areas. |
Certain of our casino properties are located in areas that may
be subject to extreme weather conditions, including, but not
limited to, hurricanes. Such extreme weather conditions may
interrupt our operations, damage our properties, and reduce the
number of customers who visit our facilities in such areas.
Although we maintain both property and business interruption
insurance coverage for certain extreme weather conditions, such
coverage is subject to deductibles and limits on maximum
benefits, including limitation on the coverage period for
business interruption, and we cannot assure you that we will be
able to fully collect, if at all, on claims resulting from such
extreme weather conditions. Furthermore, such extreme weather
conditions may interrupt or impede access to our affected
properties and may cause visits to our affected properties to
decrease for an indefinite period. In August 2005, Hurricane
Katrina caused significant damage to our Beau Rivage resort. See
Prospectus Summary Recent Developments.
16
|
|
|
Our pending joint venture for the construction and
operation of a hotel-casino in Macau S.A.R., as well as our
pending strategic joint ventures and other transactions in other
foreign jurisdictions, involve significant risks. |
In June 2004, we announced that we entered into a joint venture
agreement with Pansy Ho Chiu-king to develop, build and operate
a major hotel-casino resort in Macau S.A.R. The facility, which
will use the MGM Grand name, will be 50/50 owned and
jointly operated by the two shareholders. The facilitys
operations will be subject to unique risks, including risks
related to: (a) Macaus regulatory framework;
(b) our ability to adapt to the different regulatory and
gaming environment in Macau while remaining in compliance with
the requirements of the gaming regulatory authorities in the
jurisdictions in which we currently operate, as well as other
applicable federal, state, or local laws in the United States
and Macau; (c) the transition of Macau from a Portuguese
colony to a special administrative region of the Peoples
Republic of China; and (d) the extreme weather conditions
in the region.
Furthermore, any such operations in Macau or any future
operations in which we may engage in any other foreign
territories are subject to risk pertaining to international
operations, including foreign currency risks, foreign government
regulations that may make it difficult for us to operate in a
profitable manner in such jurisdiction, inability to adequately
enforce our rights in such jurisdiction, general geopolitical
risks such as political and economic instability, hostilities
with neighboring countries and changes in diplomatic and trade
relationships, and potentially adverse tax consequences.
|
|
|
We are planning significant construction projects in the
near future, which exposes us to several significant
risks. |
Our plans for future construction can be affected by a number of
factors, including time delays in obtaining necessary
governmental permits and approvals and legal challenges. We may
make changes in project scope, budgets and schedules for
competitive, aesthetic or other reasons, and these changes may
also result from circumstances beyond our control. These
circumstances include weather interference, shortages of
materials and labor, work stoppages, labor disputes, unforeseen
engineering, environmental or geological problems and
unanticipated cost increases. Any of these circumstances could
give rise to delays or cost overruns. Major expansion projects
at our existing resorts can also result in disruption of our
business during the construction period.
|
|
|
We are a large consumer of electricity and other energy
and costs for energy may increase substantially. |
Increases in energy costs have a negative impact on our
operating results. Additionally, higher energy and gasoline
prices which affect our customers may result in reduced
visitation to our resorts and a reduction in our revenues.
|
|
|
Tracinda Corporation owns a majority of our common stock
and may influence our Board of Directors and affairs. |
Tracinda Corporation and its sole stockholder beneficially owned
approximately 55% of our outstanding common stock at
June 30, 2005. Tracinda has the ability to elect our entire
Board of Directors and determine the outcome of other matters
submitted to our stockholders, such as the approval of
significant transactions.
FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements
that are subject to risks and uncertainties. In portions of this
prospectus, the words anticipates,
believes, estimates, seeks,
expects, plans, intends and
similar expressions, as they relate to us or our management, are
intended to identify forward-looking statements. Although we
believe that the expectations reflected in such forward-looking
statements are reasonable, and have based these expectations on
our beliefs as well as assumptions we have made, such
expectations may prove to be incorrect. Important factors that
could cause actual results to differ materially
17
from such expectations are disclosed in this prospectus,
including, without limitation, those set forth under Risk
Factors, beginning on page 13, as well as the
following factors:
|
|
|
|
|
recent and future mergers and acquisitions; |
|
|
|
development and construction activities; |
|
|
|
dependence on existing management; |
|
|
|
leverage and debt service, including sensitivity to fluctuations
in interest rates; |
|
|
|
domestic or international economic conditions, including
sensitivity to fluctuations in foreign currencies; |
|
|
|
competition and changes in customer demand; |
|
|
|
ability to achieve certain cost savings, asset sales and revenue
enhancements; |
|
|
|
changes or uncertainties in federal or state tax laws or the
administration of such laws; |
|
|
|
changes or uncertainties in gaming laws or regulations,
including legalization of gaming in certain
jurisdictions; and |
|
|
|
any requirement to apply for licenses and approvals under
applicable laws, including gaming laws, on our part or on the
part of our suppliers. |
All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by our cautionary statements. The
forward-looking statements included or incorporated herein are
made only as of the date of this prospectus, or as of the date
of the documents incorporated by reference. We do not intend,
and undertake no obligation, to update these forward-looking
statements.
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. In
consideration for issuing the new notes, we will receive
outstanding old notes in like original principal amount at
maturity. All old notes received in the exchange offer will be
cancelled. Because we are exchanging the new notes for the old
notes, which have substantially identical terms, the issuance of
the new notes will not result in any increase in our
indebtedness. The exchange offer is intended to satisfy our
obligations under the registration rights agreements executed in
connection with the sale of the old notes.
The net proceeds from the offering of the old notes
(approximately $377 million after commissions and offering
expenses and excluding amounts representing accrued interest)
were used to repay a portion of the outstanding amount under our
$7.0 billion credit facility, to pay fees and expenses
related to the offering of the old notes and for general
corporate purposes. The $7.0 billion credit facility
matures on April 25, 2010 and bears interest (5.1% as of
July 31, 2005) based upon the bank reference rate or
reserve adjusted LIBOR rate plus an applicable margin ranging
from 0.75% to 1.75%. As of June 30, 2005, there was
approximately $4.8 billion outstanding under the
$7.0 billion credit facility. See
Capitalization.
18
CAPITALIZATION
The following table sets forth our unaudited consolidated
capitalization as of June 30, 2005 on a historical basis
and on an as adjusted basis to give effect to the issuance of
the old notes and the application of the proceeds therefrom. The
information presented in the table below should be read in
conjunction with Use of Proceeds and Selected
Consolidated Financial and Other Data included elsewhere
in this prospectus as well as the consolidated historical
financial statements and notes thereto incorporated in this
prospectus by reference.
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2005 | |
|
|
| |
|
|
Actual | |
|
As Adjusted | |
|
|
| |
|
| |
|
|
(In millions) | |
Cash and cash equivalents
|
|
$ |
306.5 |
|
|
$ |
306.5 |
|
|
|
|
|
|
|
|
Long-term debt (including current maturities):
|
|
|
|
|
|
|
|
|
|
Senior credit facility
|
|
$ |
4,750.0 |
|
|
$ |
4,372.9 |
|
MGM MIRAGE:
|
|
|
|
|
|
|
|
|
|
9.75% senior subordinated notes due 2007, net
|
|
|
707.6 |
|
|
|
707.6 |
|
|
6% senior notes due 2009, net
|
|
|
1,055.8 |
|
|
|
1,055.8 |
|
|
8.50% senior notes due 2010, net
|
|
|
822.5 |
|
|
|
822.5 |
|
|
8.375% senior subordinated notes due 2011
|
|
|
400.0 |
|
|
|
400.0 |
|
|
6.75% senior notes due 2012
|
|
|
550.0 |
|
|
|
550.0 |
|
|
5.875% senior notes due 2014, net
|
|
|
522.5 |
|
|
|
522.5 |
|
|
6.625% senior notes due 2015
|
|
|
500.0 |
|
|
|
880.2 |
|
Mirage Resorts, Incorporated:
|
|
|
|
|
|
|
|
|
|
7.25% senior notes due 2006, net
|
|
|
237.9 |
|
|
|
237.9 |
|
|
6.75% senior notes due 2007, net
|
|
|
191.0 |
|
|
|
191.0 |
|
|
6.75% senior notes due 2008, net
|
|
|
170.5 |
|
|
|
170.5 |
|
|
7.25% senior debentures due 2017, net
|
|
|
82.3 |
|
|
|
82.3 |
|
Mandalay Resort Group:
|
|
|
|
|
|
|
|
|
|
6.45% senior notes due 2006, net
|
|
|
201.5 |
|
|
|
201.5 |
|
|
10.25% senior subordinated notes due 2007, net
|
|
|
538.6 |
|
|
|
538.6 |
|
|
9.50% senior notes due 2008, net
|
|
|
215.8 |
|
|
|
215.8 |
|
|
6.50% senior notes due 2009, net
|
|
|
228.8 |
|
|
|
228.8 |
|
|
9.375% senior subordinated notes due 2010, net
|
|
|
328.2 |
|
|
|
328.2 |
|
|
6.375% senior notes due 2011, net
|
|
|
133.8 |
|
|
|
133.8 |
|
|
7.625% senior subordinated debentures due 2013, net
|
|
|
156.3 |
|
|
|
156.3 |
|
|
Floating rate convertible senior debentures due 2033(1)
|
|
|
315.3 |
|
|
|
315.3 |
|
|
7% debentures due 2036, net
|
|
|
156.0 |
|
|
|
156.0 |
|
|
6.7% debentures due 2096
|
|
|
4.3 |
|
|
|
4.3 |
|
Other notes
|
|
|
0.2 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
Total long-term debt (including current maturities)
|
|
|
12,268.9 |
|
|
|
12,272.0 |
|
|
Total stockholders equity
|
|
|
3,176.0 |
|
|
|
3,176.0 |
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$ |
15,444.9 |
|
|
$ |
15,448.0 |
|
|
|
|
|
|
|
|
|
|
(1) |
In connection with the Merger, holders of Mandalays
floating rate convertible senior debentures due 2033 were
entitled to convert until June 30, 2005 such debentures at
a settlement price equal to approximately $1,434.71 per
$1,000.00 in principal amount of such debentures, with
settlement price deemed to include payment for all accrued but
unpaid interest thereon. Immediately following the acceptance
and subsequent payment of all such debentures surrendered for
conversion, $5.9 million in aggregate principal amount
(carrying value of $8.5 million) of such debentures
remained outstanding. |
19
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
The following unaudited pro forma condensed combined financial
statements have been prepared to give effect to the acquisition
by MGM MIRAGE of Mandalay, and are derived from our historical
financial statements, the historical financial statements of
Mandalay, the historical financial statements of MotorCity
Casino, 53.5% owned by Mandalay and sold in connection with the
merger, and the historical financial statements of Monte Carlo,
a joint venture between us and Mandalay. The historical
financial statements have been adjusted as described in the
notes to the unaudited pro forma condensed combined financial
statements.
The unaudited pro forma condensed combined financial statements
are prepared in accordance with Article 11 of
Regulation S-X. The statement of income for MGM MIRAGE
for the six months ended June 30, 2005 includes the results
of Mandalay and Monte Carlo since April 25, 2005, the date
of acquisition. Mandalay has historically had a fiscal year-end
of January 31. Therefore, the full-year historical Mandalay and
MotorCity statements of income are for the year ended
January 31, 2005. The statements of income for Mandalay and
MotorCity for the six months ended June 30, 2005 include
the results of those entities from January 1, 2005 through
April 25, 2005. Monte Carlos financial statements are
as of and for the same periods as ours, because Monte Carlo has
a calendar-year reporting period, and the 2005 results for Monte
Carlo include results through April 25, 2005.
For purposes of the unaudited pro forma condensed combined
statements of income, we assumed the acquisition occurred on
January 1, 2004. We applied the purchase method of
accounting, which requires an allocation of the purchase price
to the assets acquired and liabilities assumed, at fair value.
The purchase price allocation reflected in the unaudited
condensed combined financial statements is preliminary and is
subject to revision. The final purchase price allocation will be
based on formal valuations of tangible assets, identification
and valuation of identifiable intangible assets, and an analysis
of the value of liabilities assumed. The final purchase price
allocation may differ materially from the preliminary estimate
due to different valuations and differences in useful lives and
amortization methods applied to tangible and intangible assets.
Therefore, the unaudited pro forma condensed combined financial
statements are for informational purposes only and are not
intended to represent or be indicative of the consolidated
results of operations that we would have reported had the
acquisition of Mandalay been completed as of the dates
presented. Additionally, the unaudited pro forma condensed
combined financial statements should not be considered
representative of our future consolidated results of operations.
20
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Six Months Ended June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MGM MIRAGE | |
|
Mandalay | |
|
Monte Carlo | |
|
MotorCity | |
|
Pro Forma | |
|
MGM MIRAGE | |
|
|
Historical | |
|
Historical | |
|
Historical(a) | |
|
Disposition(b) | |
|
Adjustments | |
|
Pro Forma | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
1,379,191 |
|
|
$ |
435,316 |
|
|
$ |
33,802 |
|
|
$ |
(138,668 |
) |
|
$ |
|
|
|
$ |
1,709,641 |
|
|
Rooms
|
|
|
729,815 |
|
|
|
283,390 |
|
|
|
46,987 |
|
|
|
|
|
|
|
|
|
|
|
1,060,192 |
|
|
Food and beverage
|
|
|
595,662 |
|
|
|
174,390 |
|
|
|
15,052 |
|
|
|
(14,505 |
) |
|
|
|
|
|
|
770,599 |
|
|
Entertainment, retail and other
|
|
|
486,008 |
|
|
|
115,927 |
|
|
|
10,013 |
|
|
|
(4,594 |
) |
|
|
(1,118 |
)(c) |
|
|
606,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,190,676 |
|
|
|
1,009,023 |
|
|
|
105,854 |
|
|
|
(157,767 |
) |
|
|
(1,118 |
) |
|
|
4,146,668 |
|
|
Less: Promotional allowances
|
|
|
(270,585 |
) |
|
|
(63,038 |
) |
|
|
(4,783 |
) |
|
|
13,370 |
|
|
|
|
|
|
|
(325,036 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,920,091 |
|
|
|
945,985 |
|
|
|
101,071 |
|
|
|
(144,397 |
) |
|
|
(1,118 |
) |
|
|
3,821,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
|
700,556 |
|
|
|
239,422 |
|
|
|
17,531 |
|
|
|
(75,983 |
) |
|
|
|
|
|
|
881,526 |
|
|
Rooms
|
|
|
194,884 |
|
|
|
87,954 |
|
|
|
11,748 |
|
|
|
|
|
|
|
|
|
|
|
294,586 |
|
|
Food and beverage
|
|
|
354,777 |
|
|
|
113,131 |
|
|
|
10,858 |
|
|
|
(5,850 |
) |
|
|
|
|
|
|
472,916 |
|
|
Entertainment, retail and other
|
|
|
323,665 |
|
|
|
67,256 |
|
|
|
5,459 |
|
|
|
(1,506 |
) |
|
|
|
|
|
|
394,874 |
|
|
General and administrative
|
|
|
408,077 |
|
|
|
169,138 |
|
|
|
13,992 |
|
|
|
(17,107 |
) |
|
|
|
|
|
|
574,100 |
|
|
Corporate expense
|
|
|
58,442 |
|
|
|
27,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85,939 |
|
|
Preopening and start-up expenses
|
|
|
6,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,421 |
|
|
Restructuring costs (credit)
|
|
|
(70 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(70 |
) |
|
Property transactions, net
|
|
|
5,996 |
|
|
|
(164 |
) |
|
|
(9 |
) |
|
|
15 |
|
|
|
|
|
|
|
5,838 |
|
|
Depreciation and amortization
|
|
|
262,168 |
|
|
|
59,749 |
|
|
|
5,433 |
|
|
|
(2,487 |
) |
|
|
5,472 |
(d) |
|
|
330,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,314,916 |
|
|
|
763,983 |
|
|
|
65,012 |
|
|
|
(102,918 |
) |
|
|
5,472 |
|
|
|
3,046,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from unconsolidated affiliates
|
|
|
65,930 |
|
|
|
28,198 |
|
|
|
|
|
|
|
|
|
|
|
(35,657 |
)(a) |
|
|
58,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
166 |
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
671,105 |
|
|
|
210,200 |
|
|
|
36,059 |
|
|
|
(41,479 |
) |
|
|
(42,081 |
) |
|
|
833,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
7,016 |
|
|
|
233 |
|
|
|
93 |
|
|
|
|
|
|
|
|
|
|
|
7,342 |
|
|
Interest expense, net
|
|
|
(268,816 |
) |
|
|
(65,198 |
) |
|
|
|
|
|
|
868 |
|
|
|
(57,854 |
)(f) |
|
|
(391,000 |
) |
|
Non-operating items from unconsolidated affiliates
|
|
|
(7,191 |
) |
|
|
(2,598 |
) |
|
|
|
|
|
|
|
|
|
|
418 |
(e) |
|
|
(9,371 |
) |
|
Other, net
|
|
|
(17,472 |
) |
|
|
4,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(286,463 |
) |
|
|
(63,456 |
) |
|
|
93 |
|
|
|
868 |
|
|
|
(57,436 |
) |
|
|
(406,394 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
|
|
|
|
(18,873 |
) |
|
|
|
|
|
|
18,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
384,642 |
|
|
|
127,871 |
|
|
|
36,152 |
|
|
|
(21,738 |
) |
|
|
(99,517 |
) |
|
|
427,410 |
|
|
Provision for income taxes
|
|
|
(132,395 |
) |
|
|
(49,953 |
) |
|
|
|
|
|
|
7,609 |
|
|
|
22,178 |
(g) |
|
|
(152,561 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
252,247 |
|
|
$ |
77,918 |
|
|
$ |
36,152 |
|
|
$ |
(14,129 |
) |
|
$ |
(77,339 |
) |
|
$ |
274,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
284,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
0.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
295,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
295,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
pro forma condensed combined financial statements.
21
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MGM MIRAGE | |
|
Mandalay | |
|
Monte Carlo | |
|
MotorCity | |
|
Pro Forma | |
|
MGM MIRAGE | |
|
|
Historical | |
|
Historical | |
|
Historical(a) | |
|
Disposition(b) | |
|
Adjustments | |
|
Pro Forma | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
$ |
2,223,965 |
|
|
$ |
1,331,009 |
|
|
$ |
104,299 |
|
|
$ |
(418,778 |
) |
|
$ |
|
|
|
$ |
3,240,495 |
|
|
Rooms
|
|
|
911,259 |
|
|
|
792,524 |
|
|
|
121,428 |
|
|
|
|
|
|
|
|
|
|
|
1,825,211 |
|
|
Food and beverage
|
|
|
841,147 |
|
|
|
502,975 |
|
|
|
45,210 |
|
|
|
(44,858 |
) |
|
|
|
|
|
|
1,344,474 |
|
|
Entertainment, retail and other
|
|
|
696,117 |
|
|
|
372,708 |
|
|
|
33,990 |
|
|
|
(10,929 |
) |
|
|
(3,354 |
)(c) |
|
|
1,088,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,672,488 |
|
|
|
2,999,216 |
|
|
|
304,927 |
|
|
|
(474,565 |
) |
|
|
(3,354 |
) |
|
|
7,498,712 |
|
|
Less: Promotional allowances
|
|
|
(434,384 |
) |
|
|
(190,073 |
) |
|
|
(14,704 |
) |
|
|
37,516 |
|
|
|
|
|
|
|
(601,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,238,104 |
|
|
|
2,809,143 |
|
|
|
290,223 |
|
|
|
(437,049 |
) |
|
|
(3,354 |
) |
|
|
6,897,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casino
|
|
|
1,102,513 |
|
|
|
697,231 |
|
|
|
54,652 |
|
|
|
(218,293 |
) |
|
|
|
|
|
|
1,636,103 |
|
|
Rooms
|
|
|
247,387 |
|
|
|
272,757 |
|
|
|
35,247 |
|
|
|
|
|
|
|
|
|
|
|
555,391 |
|
|
Food and beverage
|
|
|
482,417 |
|
|
|
354,654 |
|
|
|
32,927 |
|
|
|
(18,619 |
) |
|
|
|
|
|
|
851,379 |
|
|
Entertainment, retail and other
|
|
|
456,949 |
|
|
|
224,744 |
|
|
|
16,499 |
|
|
|
(4,287 |
) |
|
|
|
|
|
|
693,905 |
|
|
General and administrative
|
|
|
612,615 |
|
|
|
475,437 |
|
|
|
43,241 |
|
|
|
(50,709 |
) |
|
|
|
|
|
|
1,080,584 |
|
|
Corporate expense
|
|
|
77,910 |
|
|
|
64,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142,282 |
|
|
Preopening and start-up expenses
|
|
|
10,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,276 |
|
|
Restructuring costs
|
|
|
5,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,625 |
|
|
Property transactions, net
|
|
|
8,665 |
|
|
|
4,507 |
|
|
|
(121 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
13,040 |
|
|
Depreciation and amortization
|
|
|
402,545 |
|
|
|
189,786 |
|
|
|
15,193 |
|
|
|
(11,436 |
) |
|
|
17,004 |
(d) |
|
|
613,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,406,902 |
|
|
|
2,283,488 |
|
|
|
197,638 |
|
|
|
(303,355 |
) |
|
|
17,004 |
|
|
|
5,601,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from unconsolidated affiliates
|
|
|
119,658 |
|
|
|
83,269 |
|
|
|
|
|
|
|
|
|
|
|
(89,781 |
)(a) |
|
|
113,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499 |
(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
950,860 |
|
|
|
608,924 |
|
|
|
92,585 |
|
|
|
(133,694 |
) |
|
|
(109,640 |
) |
|
|
1,409,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
5,664 |
|
|
|
8,498 |
|
|
|
90 |
|
|
|
(23 |
) |
|
|
|
|
|
|
14,229 |
|
|
Interest expense, net
|
|
|
(378,386 |
) |
|
|
(188,441 |
) |
|
|
(12 |
) |
|
|
1,976 |
|
|
|
(179,051 |
)(f) |
|
|
(743,914 |
) |
|
Non-operating items from unconsolidated affiliates
|
|
|
(12,298 |
) |
|
|
(8,245 |
) |
|
|
|
|
|
|
|
|
|
|
1,254 |
(e) |
|
|
(19,289 |
) |
|
Other, net
|
|
|
(10,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,025 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(395,045 |
) |
|
|
(188,188 |
) |
|
|
78 |
|
|
|
1,953 |
|
|
|
(177,797 |
) |
|
|
(758,999 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest
|
|
|
|
|
|
|
(61,220 |
) |
|
|
|
|
|
|
61,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
|
|
555,815 |
|
|
|
359,516 |
|
|
|
92,663 |
|
|
|
(70,521 |
) |
|
|
(287,437 |
) |
|
|
650,036 |
|
|
Provision for income taxes
|
|
|
(205,959 |
) |
|
|
(130,454 |
) |
|
|
|
|
|
|
24,682 |
|
|
|
68,171 |
(g) |
|
|
(243,560 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
349,856 |
|
|
$ |
229,062 |
|
|
$ |
92,663 |
|
|
$ |
(45,839 |
) |
|
$ |
(219,266 |
) |
|
$ |
406,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
279,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
1.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1.40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in calculation
|
|
|
289,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
pro forma condensed combined financial statements.
22
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS
The accompanying unaudited pro forma condensed combined
financial statements present the pro forma results of operations
of MGM MIRAGE and Mandalay Resort Group (Mandalay)
on a combined basis based on the historical financial
information of each company and after giving effect to the
acquisition of Mandalay by MGM MIRAGE. The acquisition has been
recorded using the purchase method of accounting, with MGM
MIRAGE as the acquirer.
The statement of income for MGM MIRAGE for the six months ended
June 30, 2005 includes the results of Mandalay and Monte
Carlo since April 25, 2005, the date of acquisition.
Mandalay has historically had a fiscal year-end of January 31.
Therefore, the full-year historical Mandalay and MotorCity
statements of income are for the year ended January 31,
2005. The statements of income for Mandalay and MotorCity for
the six months ended June 30, 2005 include the results of
those entities from January 1, 2005 through April 25,
2005. The statement of income for Mandalay for the six months
ended June 30, 2005 excludes the gain on sale of MotorCity
and restructuring costs recognized at the date of acquisition.
Monte Carlos financial statements are as of and for the
same periods as ours, because Monte Carlo has a calendar-year
reporting period, and the 2005 results for Monte Carlo include
results through April 25, 2005.
The share and per share amounts in the accompanying unaudited
pro forma condensed combined financial statements for the year
ended December 31, 2004 have been revised to reflect a
stock split effected in the form of a 100% stock dividend
distributed on May 18, 2005. Certain reclassifications have
been made to the historical Mandalay financial statements to
conform to the presentation used in the MGM MIRAGE historical
financial statements. Such reclassifications had no effect on
Mandalays previously reported income from continuing
operations.
For purposes of the unaudited pro forma condensed combined
statements of income, we assumed the acquisition occurred on
January 1, 2004.
|
|
2. |
Preliminary Purchase Price Allocation |
The following table sets forth the determination of the
consideration paid for Mandalay at the date of acquisition,
April 25, 2005 (in thousands, except per share amounts):
|
|
|
|
|
Cash consideration for outstanding Mandalay shares and stock
options
|
|
$ |
4,831,944 |
|
Estimated fair value of Mandalay long-term debt
|
|
|
2,849,225 |
|
Transaction costs and expenses
|
|
|
111,127 |
|
|
|
|
|
|
|
|
7,792,296 |
|
Less: Proceeds from the sale of MotorCity Casino
|
|
|
(519,685 |
) |
|
|
|
|
|
|
$ |
7,272,611 |
|
|
|
|
|
The following table sets forth the preliminary allocation of
purchase price (in thousands):
|
|
|
|
|
Current assets (including cash of $134,245)
|
|
$ |
414,207 |
|
Property and equipment
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7,229,492 |
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Goodwill
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1,199,301 |
|
Other intangible assets
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245,940 |
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Other assets
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|
283,930 |
|
Assumed liabilities, excluding long-term debt
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|
(597,372 |
) |
Deferred taxes
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|
(1,502,887 |
) |
|
|
|
|
|
|
$ |
7,272,611 |
|
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|
|
|
23
The amount allocated to intangible assets includes existing
Mandalay intangible assets and the recognition of customer lists
with an estimated value of $12 million and an estimated
useful life of 5 years and trade names and trademarks with
an estimated value of $234 million and an indefinite life.
The following are brief descriptions of each of the pro forma
adjustments included in the unaudited pro forma condensed
combined financial statements:
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(a) To reflect the historical results of operations of
Monte Carlo as if it were a consolidated subsidiary and to
reflect the elimination of income from unconsolidated affiliate
from the MGM MIRAGE and Mandalay historical financial
statements. The income statement impacts of purchase price
adjustments related to recording the assets and liabilities of
Monte Carlo at fair value are included in the pro forma
adjustments. Monte Carlo is a partnership and therefore does not
record a provision for income taxes. An adjustment to reflect an
income tax provision on Monte Carlos income is included in
pro forma adjustment (g) below. |
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(b) To reflect the disposition of MotorCity Casino, of
which Mandalay held a 53.5% interest and consolidated. Proceeds
from the sale of MotorCity are assumed to be used to reduce
outstanding borrowings, thereby reducing interest expense
(reflected in the pro forma adjustment column see
pro forma adjustment (f)). |
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(c) To eliminate intercompany payments from MGM MIRAGE to
Monte Carlo related to the temporary removal from service of the
tram connecting Bellagio and Monte Carlo to facilitate the
construction of the Bellagio expansion. |
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(d) To reflect adjustments to depreciation and amortization
related to the recognition of depreciable property and equipment
at fair value and the recognition of definite-lived intangible
assets in the preliminary purchase price allocation. |
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(e) To reflect the income statement impacts of adjustments
to the value of Mandalays investments in unconsolidated
affiliates other than Monte Carlo. |
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(f) To reflect the pro forma interest expense resulting
from the merger. The pro forma interest expense reflects the
interest on $4.6 billion of incremental new borrowings and
amortization of debt issuance costs related to the new
borrowings, offset by the amortization of the premium resulting
from recording the Mandalay debt assumed in the transaction at
fair value. We entered into a $7 billion bank credit
facility to finance the Mandalay merger. The bank credit
facility consists of entirely variable rate borrowings, with an
assumed weighted average interest rate of 4.8% (based on LIBOR
at April 25, 2005). A 0.125% change in the estimated
interest rate would result in a $5.7 million change in
annual pro forma interest expense. |
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(g) To reflect the tax effect of the pro forma adjustments
at the 35% statutory rate. Also included in this amount is an
adjustment to reflect an income tax provision on Monte
Carlos income at the 35% statutory rate. See also pro
forma adjustment (a) above. |
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4. |
Cost Savings, Merger-related Charges, and Disposals of
Long-lived Assets |
The unaudited pro forma condensed combined financial statements
do not reflect any cost savings of duplicative departments and
redundant infrastructure, the benefit of operational
efficiencies, or the benefit of revenue enhancements which may
be achieved as a result of the Mandalay acquisition.
The unaudited pro forma condensed combined financial statements
do not reflect any restructuring or other merger-related charges
and liabilities resulting from actions taken as a result of the
integration of Mandalay, such as certain exit activities,
contract terminations or severance, some of which have already
occurred.
The unaudited pro forma condensed combined financial statements
reflect the disposition of Mandalays interest in MotorCity
Casino in Detroit, Michigan. The unaudited pro forma condensed
combined financial statements do not reflect any other disposals
of long-lived assets. We do not currently intend to dispose of
any other operating casino resorts. We may dispose of other
long-lived assets, such as undeveloped land or certain corporate
assets, such as airplanes, but no assurance can be given as to
if and when such disposals will occur.
24
REGULATION AND LICENSING
Nevada Gaming Regulation
The ownership and operation of casino gaming facilities in
Nevada are subject to the Nevada Gaming Control Act and the
related regulations and various local regulations. The gaming
operations of MGM MIRAGE in Nevada are subject to the licensing
and regulatory control of the Nevada Gaming Commission (the
Nevada Commission), the Nevada State Gaming Control
Board (the Nevada Board) and the Clark County Liquor
and Gaming Licensing Board.
The laws, regulations and supervisory procedures of the Nevada
gaming authorities are based upon declarations of public policy
that are concerned with, among other things:
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the prevention of unsavory or unsuitable persons from having a
direct or indirect involvement with gaming at any time or in any
capacity; |
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the establishment and maintenance of responsible accounting
practices and procedures; |
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the maintenance of effective controls over the financial
practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of
assets and revenues; |
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providing reliable record keeping and requiring the filing of
periodic reports with the Nevada gaming authorities; |
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the prevention of cheating and fraudulent practices; and |
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providing a source of state and local revenues through taxation
and licensing fees. |
Any change in such laws, regulations and procedures could have
an adverse effect on our gaming operations.
MGM Grand Hotel, LLC, dba MGM Grand Hotel/ Casino, New
York-New York Hotel & Casino, LLC, dba New
York-New York Hotel & Casino, The Primadonna Company,
LLC, dba Primm Valley Resort and Casino, Buffalo
Bills Resort and Casino and Whiskey Petes
Hotel & Casino, THE MIRAGE CASINO-HOTEL, dba The
Mirage, Bellagio, LLC, dba Bellagio, Treasure Island Corp.,
dba TI, Boardwalk Casino, Inc., dba Boardwalk Hotel
and Casino, Victoria Partners, dba the Monte Carlo
Resort & Casino, Circus Circus Casinos, Inc.,
dba Circus Circus Hotel and Casino, Reno, and
dba Circus Circus Hotel and Casino, Las Vegas, Slots-A-Fun,
Inc., dba Slots-A-Fun, Edgewater Hotel Corporation,
dba Edgewater Hotel & Casino, Colorado Belle
Corp., dba Colorado Belle Hotel & Casino, New
Castle Corp., dba Excalibur Hotel & Casino,
Ramparts, Inc., dba Luxor Hotel and Casino, Mandalay Corp.,
dba Mandalay Bay Resort & Casino, Railroad Pass
Investment Group, dba Railroad Pass Hotel and Casino, Jean
Development Company, dba Gold Strike Hotel and Gambling
Hall, Jean Development West, dba Nevada Landing, Gold
Strike Fuel Company, dba Gold Strike Auto Truck Plaza, and
Jean Fuel Company West (collectively referred to as the casino
licensees), operate casinos and are required to be licensed by
the Nevada gaming authorities. Each gaming license requires the
periodic payment of fees and taxes and is not transferable. MGM
Grand Hotel, New York-New York, The Primadonna Company, MGM
MIRAGE Manufacturing Corp. and Revive Partners, LLC are also
licensed as manufacturers and distributors of gaming devices and
the Boardwalk is licensed as a distributor of gaming devices.
MGM MIRAGE and certain of our subsidiaries are also licensed as
shareholders, partners, members and/or managers of certain
corporate, general partnership, and limited liability company
casino licensees. Our subsidiary, Galleon, Inc., is licensed as
a 50% general partner of Circus and Eldorado Joint Venture, the
general partnership and joint venture with Eldorado LLC that
owns and operates the Silver Legacy Resort Casino. Our
subsidiaries, MRGS, Corp. and Gold Strike L.V., are each
licensed as 50% general partners of Victoria Partners, the joint
venture with Mandalay Resort Group that owns and operates the
Monte Carlo. MGM MIRAGE, Mirage and Mandalay Resort Group are
also each required to be registered by the Nevada Commission as
publicly traded corporations and as such, each is required
periodically to submit detailed financial and operating reports
to the Nevada Commission and furnish any other information that
the Nevada Commission may require. No person may become a
stockholder, partner or member of, or receive any percentage of
profits from the casino licensees, MGM MIRAGE Manufacturing,
25
Galleon, Inc., Revive Partners, LLC, Gold Strike Aviation, Inc.
or MRGS without first obtaining licenses and approvals from the
Nevada gaming authorities. MGM MIRAGE, Mirage, Mandalay Resort
Group and the foregoing subsidiaries have obtained from the
Nevada gaming authorities the various registrations, approvals,
permits and licenses required in order to engage in gaming
activities in Nevada.
The Nevada Commission may, in its discretion, require the holder
of any debt security of MGM MIRAGE, including the new
notes, to file an application and it may investigate any such
holder to determine whether such holder is suitable to own such
debt security. The applicant for a finding of suitability as the
holder of such a debt security must pay all the costs of
investigation incurred by the Nevada gaming authorities. If the
Nevada Commission determines that such holder is unsuitable to
own such debt security, then under the Nevada gaming laws we can
be disciplined, including the loss of our approvals, if we
without the prior approval of the Nevada Commission:
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pay that person any dividend, interest or any distribution
whatsoever; |
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allow that person to exercise, directly or indirectly, any
voting right conferred through such debt securities held by that
person; |
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pay remuneration in any form to that person; or |
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make any payment to such unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar
transaction. |
If any notes are held in trust by an agent or by a nominee, the
record holder of such notes may be required to disclose the
identity of the beneficial owner of such notes to the Nevada
Board and the Nevada Commission. A failure to make such
disclosure may be grounds for finding the record holder
unsuitable. We are also required to render maximum assistance in
determining the identity of the beneficial owner.
We may not make a public offering of any securities without the
prior approval of the Nevada Commission if the securities or the
proceeds therefrom are intended to be used to construct, acquire
or finance gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes. On July 28, 2005,
the Nevada Commission granted us prior approval to make public
offerings for a period of 2 years, subject to certain
conditions. The shelf approval includes prior approval by the
Nevada Commission of restrictions on the transfer of the equity
securities of MGM MIRAGEs corporate and/or registered
subsidiaries licensed and/or registered in Nevada and agreements
not to encumber such equity securities. However, the shelf
approval may be rescinded for good cause without prior notice
upon the issuance of an interlocutory stop order by the Chairman
of the Nevada Board. The exchange offer to exchange the old
notes for the new notes will be made pursuant to the shelf
approval. The shelf approval does not constitute a finding,
recommendation or approval by the Nevada Commission or the
Nevada Board as to the accuracy or adequacy of the prospectus or
the investment merits of the securities offered. Any
representation to the contrary is unlawful.
For a more detailed description of the various Nevada gaming
regulatory requirements applicable to us, see Item 1.
Business Regulation and Licensing Nevada
Government Regulation in MGM MIRAGEs Annual
Report on Form 10-K for the fiscal year ended
December 31, 2004 and Item 1.
Business Regulation and Licensing Nevada
Gaming Laws in Mandalay Resort Groups Annual Report
on Form 10-K for the fiscal year ended January 31,
2005.
Michigan Government Regulation and Taxation
The Michigan Gaming Control and Revenue Act (the Michigan
Act) subjects the ownership and operation of casino gaming
facilities to extensive state licensing and regulatory
requirements. The Michigan Act also authorizes local regulation
of casino gaming facilities by the City of Detroit, provided
that any such local ordinances regulating casino gaming are
consistent with the Michigan Act and rules promulgated to
implement it.
The Michigan Act creates the Michigan Gaming Control Board (the
Michigan Board) and authorizes it to grant casino
licenses to not more than three applicants who have entered into
development agreements
26
with the City of Detroit. The Michigan Board is granted
extensive authority to conduct background investigations and
determine the suitability of casino license applicants,
affiliated companies, officers, directors, or managerial
employees of applicants and affiliated companies and persons or
entities holding a one percent or greater direct or indirect
interest in an applicant or affiliated company. Institutional
investors holding less than certain specified amounts of debt or
equity securities are exempted from meeting the suitability
requirements of the Michigan Act, provided such securities are
issued by a publicly traded corporation, such as MGM MIRAGE, and
the securities were purchased for investment purposes only and
not for the purpose of influencing or affecting the affairs of
the issuer. Any person who supplies goods or services to a
casino licensee which are directly related to, used in
connection with, or affect gaming, and any person who supplies
other goods or services to a casino licensee on a regular and
continuing basis, must obtain a suppliers license from the
Michigan Board. In addition, any individual employed by a casino
licensee or by a supplier licensee whose work duties are related
to or involved in the gambling operation or are performed in a
restricted area or gaming area of a casino must obtain an
occupational license from the Michigan Board.
The Michigan Act imposes the burden of proof on the applicant
for a casino license to establish its suitability to receive and
hold the license. The applicant must establish its suitability
as to integrity, moral character and reputation, business
probity, financial ability and experience, responsibility, and
other criteria deemed appropriate by the Michigan Board. The
Michigan Board may refuse to renew a license upon a
determination that the licensee no longer meets the requirements
for licensure.
In addition to restriction, suspension or revocation of a casino
license, the Michigan Board may impose substantial fines or
forfeiture of assets upon licensees for violation of gaming or
liquor laws or rules. In the event that a casino license is
revoked or suspended for more than 120 days, the Michigan
Act provides for the appointment of a conservator who, among
other things, is required to sell or otherwise transfer the
assets of the casino licensee or former licensee to another
person or entity who meets the requirements of the Michigan Act
for licensure, subject to certain approvals and consultations.
The Michigan Board has adopted administrative rules, which
became effective on June 23, 1998, to implement the terms
of the Michigan Act. Among other things, the rules impose more
detailed substantive and procedural requirements with respect to
casino licensing and operations. Included are requirements
regarding such things as licensing investigations and hearings,
record keeping and retention, contracting, reports to the
Michigan Board, internal control and accounting procedures,
security and surveillance, extensions of credit to gaming
patrons, conduct of gaming, and transfers of ownership interests
in licensed casinos. The rules also establish numerous Michigan
Board procedures regarding licensing, disciplinary and other
hearings, and similar matters. The rules have the force of law
and are binding on the Michigan Board as well as on applicants
for or holders of casino licenses.
The Michigan Liquor Control Commission licenses, controls and
regulates the sale of alcoholic beverages by the MGM Grand
Detroit casino pursuant to the Michigan Liquor Control Act. The
Michigan Act also requires that casinos sell and distribute
alcoholic beverages in a manner consistent with the Michigan
Liquor Control Act.
The Detroit City Council enacted an ordinance entitled
Casino Gaming Authorization and Casino Development
Agreement Certification and Compliance. The ordinance
authorizes casino gaming only by operators who are licensed by
the Michigan Board and are parties to a development agreement
which has been approved and certified by the City Council and is
currently in effect, or are acting on behalf of such parties.
The development agreement between MGM Grand Detroit, LLC,
Detroit and the Economic Development Corporation of Detroit has
been so approved and certified and is currently in effect. The
ordinance requires each casino operator to submit to the Mayor
of Detroit and to the City Council periodic reports regarding
the operators compliance with its development agreement
or, in the event of non-compliance, reasons for non-compliance
and an explanation of efforts to comply. The ordinance requires
the Mayor of Detroit to monitor each casino operators
compliance with its development agreement, to take appropriate
enforcement action in the event of default and to notify the
City Council of defaults and enforcement action taken; and, if a
development agreement is terminated, it requires the City
Council to transmit notice of such action to the Michigan Board
within five business days along with Detroits request that
the Michigan Board revoke the
27
relevant operators certificate of suitability or casino
license. If a development agreement is terminated, the Michigan
Act requires the Michigan Board to revoke the relevant
operators casino license upon the request of Detroit.
The administrative rules of the Michigan Board prohibit a casino
licensee or a holding company or affiliate that has control of a
casino licensee in Michigan from entering into a debt
transaction affecting the capitalization or financial viability
of its Michigan casino operation without prior approval from the
Michigan Board. On October 14, 2003, the Michigan Board
authorized MGM Grand Detroit, LLC to borrow under the
Companys credit facility for the purposes of financing the
development of its permanent casino and the future expansion
thereof, maintenance capital expenditures for its temporary and
permanent casinos and the cost of renovating the temporary
casino facility for adaptive re-use and/or sale following the
completion of the permanent casino and to secure such borrowings
with liens upon substantially all of its assets. In the same
order, the Michigan Board authorized MGM Grand Detroit, Inc. to
pledge its equity interest in MGM Grand Detroit, LLC to secure
such borrowings.
The Michigan Act effectively provides that each of the three
casinos in Detroit shall pay a wagering tax equal to 24% of its
adjusted gross receipts (up from 18% prior to September 1,
2004 and subject to adjustment as described below), which tax is
shared between Michigan and Detroit, an annual municipal service
fee equal to the greater of $4 million or 1.25% of its
adjusted gross receipts to be paid to Detroit to defray its cost
of hosting casinos and an annual assessment, as adjusted based
upon a consumer price index, in the initial amount of
approximately $8.3 million to be paid by each casino to
Michigan to defray its regulatory enforcement and other
casino-related costs. These payments are in addition to the
taxes, fees and assessments customarily paid by business
entities situated in Detroit. The development agreement between
it and Detroit also obligated MGM Grand Detroit, LLC to pay
$34 million to Detroit and $10 million to
Detroits Minority Business Development Fund, both of which
have been made. From and after January 1, 2006, MGM Grand
Detroit, LLC is also obligated to pay 1% of its adjusted gross
receipts to Detroit, to be increased to 2% of its adjusted gross
receipts in any calendar year in which they exceed
$400 million. Once our subsidiary has operated a permanent
casino complex for 30 consecutive days and is determined to be
in compliance with its development agreement with Detroit, the
wagering tax rate effective under the Michigan Act will be
reduced from 24% to 19%. However if it does not commence such
operations by July 1, 2009, the rate will increase annually
on a graduated basis to a maximum of 27% until such operations
have commenced.
Mississippi Government Regulation
We conduct our Mississippi gaming operations through two
indirect subsidiaries, Beau Rivage Resorts, Inc., which owns and
operates the Beau Rivage casino in the City of Biloxi,
Mississippi, and Circus Circus Mississippi, Inc., which owns and
operates the Gold Strike casino in Tunica County, Mississippi.
The ownership and operation of casino facilities in Mississippi
are subject to extensive state and local regulation, but
primarily the licensing and regulatory control of the
Mississippi Gaming Commission and the Mississippi State Tax
Commission.
The Mississippi Gaming Control Act (the Mississippi
Act), which legalized dockside casino gaming in
Mississippi, was enacted on June 29, 1990. Although not
identical, the Mississippi Act is similar to the Nevada Gaming
Control Act. Effective October 29, 1991, the Mississippi
Gaming Commission adopted regulations in furtherance of the
Mississippi Act which are also similar in many respects to the
Nevada gaming regulations.
The laws, regulations and supervisory procedures of Mississippi
and the Mississippi Gaming Commission seek to:
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prevent unsavory or unsuitable persons from having any direct or
indirect involvement with gaming at any time or in any capacity; |
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establish and maintain responsible accounting practices and
procedures; |
28
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maintain effective control over the financial practices of
licensees, including establishing minimum procedures for
internal fiscal affairs and safeguarding of assets and revenues,
providing reliable record keeping and making periodic reports to
the Mississippi Gaming Commission; |
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prevent cheating and fraudulent practices; |
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provide a source of state and local revenues through taxation
and licensing fees; and |
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ensure that gaming licensees, to the extent practicable, employ
Mississippi residents. |
The regulations are subject to amendment and interpretation by
the Mississippi Gaming Commission. Changes in Mississippi law or
the regulations or the Mississippi Gaming Commissions
interpretations thereof may limit or otherwise materially affect
the types of gaming that may be conducted, and could have a
material adverse effect on us and our Mississippi gaming
operations.
The Mississippi Act provides for legalized dockside gaming at
the discretion of the 14 counties that either border the Gulf
Coast or the Mississippi River, but only if the voters in such
counties have not voted to prohibit gaming in that county. As of
September 1, 2005, dockside gaming was permissible in nine
of the 14 eligible counties in the state and gaming operations
had commenced in Adams, Coahoma, Hancock, Harrison, Tunica,
Warren and Washington counties. Under Mississippi law, gaming
vessels must be located on the Mississippi River or on navigable
waters in eligible counties along the Mississippi River, or in
the waters of the State of Mississippi lying south of the state
in eligible counties along the Mississippi Gulf Coast. The law
permits unlimited stakes gaming on permanently moored vessels on
a 24-hour basis and does not restrict the percentage of space
which may be utilized for gaming. There are no limitations on
the number of gaming licenses which may be issued in
Mississippi. The legal age for gaming in Mississippi is 21.
Beau Rivage Resorts, Beau Rivage Distribution Corp.
(BRDC), a subsidiary of Beau Rivage Resorts, and
Circus Circus Mississippi are subject to the licensing and
regulatory control of the Mississippi Gaming Commission. Beau
Rivage Resorts and Circus Circus Mississippi are licensed as
Mississippi gaming operators, and BRDC is licensed as a
Mississippi distributor of gaming devices. Gaming licenses
require the periodic payment of fees and taxes and are not
transferable. Gaming licenses are issued for a maximum term of
three years and must be renewed periodically thereafter. Beau
Rivage Resorts received its Mississippi gaming license on
June 20, 1996 and a renewal on June 21, 1998. BRDC
received its Mississippi distributors license on
August 20, 1998. On May 18, 2000, the Mississippi
Gaming Commission renewed the licenses of both Beau Rivage
Resorts and BRDC for terms of three years each, effective
June 22, 2000. On May 21, 2003, the Mississippi Gaming
Commission renewed the licenses of Beau Rivage Resorts and BRDC
effective June 23, 2003 through June 22, 2006. Circus
Circus Mississippi received its Mississippi gaming license on
August 18, 1994 and renewals effective August 19,
1996, August 20, 1998, August 21, 2000 and
August 22, 2003. The current license of Circus Circus
Mississippi is effective through August 21, 2006.
The Mississippi Gaming Commission has registered MGM MIRAGE
under the Mississippi Act as a publicly traded holding
corporation of Beau Rivage Resorts, BRDC and Circus Circus
Mississippi. As a registered publicly traded corporation, MGM
MIRAGE is subject to the licensing and regulatory control of the
Mississippi Gaming Commission, and is required periodically to
submit detailed financial, operating and other reports to the
Mississippi Gaming Commission and furnish any other information
which the Mississippi Gaming Commission may require. If MGM
MIRAGE is unable to satisfy the registration requirements of the
Mississippi Act, MGM MIRAGE and licensed subsidiaries thereof
cannot own or operate gaming facilities in Mississippi. Beau
Rivage Resorts, BRDC and Circus Circus Mississippi are also
required periodically to submit detailed financial, operating
and other reports to the Mississippi Gaming Commission and the
Mississippi State Tax Commission and to furnish any other
information required thereby. No person may become a stockholder
of or receive any percentage of profits from a licensed
subsidiary of a holding company without first obtaining licenses
and approvals from the Mississippi Gaming Commission.
Certain of our officers, directors and employees must be found
suitable or be licensed by the Mississippi Gaming Commission. We
believe that we have applied for all necessary findings of
suitability with respect to these persons, although the
Mississippi Gaming Commission, in its discretion, may require
additional persons to file applications for findings of
suitability. In addition, any person having a material
relationship or
29
involvement with us may be required to be found suitable, in
which case those persons must pay the costs and fees associated
with the investigation.
We may be required to disclose to the Mississippi Gaming
Commission upon request the identities of the holders of any
debt or other securities. In addition, under the Mississippi
Act, the Mississippi Gaming Commission may, in its discretion:
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require holders of debt securities of registered corporations to
file applications; |
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investigate the holders; and |
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require the holders to be found suitable to own the debt
securities. |
Although the Mississippi Gaming Commission generally does not
require the individual holders of obligations such as the notes
to be investigated and found suitable, the Mississippi Gaming
Commission retains the discretion to do so for any reason,
including but not limited to a default, or where the holder of
the debt instrument exercises a material influence over the
gaming operations of the entity in question. Any holder of debt
securities required to apply for a finding of suitability must
pay all investigative fees and costs of the Mississippi Gaming
Commission in connection with the investigation. A finding of
suitability requires submission of detailed personal financial
information followed by a thorough investigation. There can be
no assurance that a person who is subject to a finding of
suitability will be found suitable by the Mississippi Gaming
Commission. The Mississippi Gaming Commission may deny an
application for a finding of suitability for any cause that it
deems reasonable. Findings of suitability must be periodically
renewed.
If any of our securities are held in trust by an agent or by a
nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Mississippi Gaming
Commission. A failure to make that disclosure may be grounds for
finding the record holder unsuitable. We must also render
maximum assistance in determining the identity of the beneficial
owner.
Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered
to do so by the Mississippi Gaming Commission may be found
unsuitable. Any person found unsuitable and who holds, directly
or indirectly, any beneficial ownership of our debt securities
beyond the time that the Mississippi Gaming Commission
prescribes, may be guilty of a misdemeanor. We will be subject
to disciplinary action if, after receiving notice that a person
is unsuitable to be a holder of its debt securities, we:
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pay the unsuitable person any dividend, interest or other
distribution whatsoever; |
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recognize the exercise, directly or indirectly, or any voting
rights conferred through such debt securities held by the
unsuitable person; |
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pay the unsuitable person any remuneration in any form, except
in limited and specific circumstances; or |
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make any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar
transaction. |
The Mississippi Act requires that the certificates representing
securities of a registered publicly traded corporation bear a
legend to the general effect that the securities are subject to
the Mississippi Act and the regulations of the Mississippi
Gaming Commission. On May 18, 2000, the Mississippi Gaming
Commission granted us a waiver of this legend requirement. The
Mississippi Gaming Commission has the power to impose additional
restrictions on us and the holders of our securities at any time.
Substantially all loans, leases, sales of securities and similar
financing transactions by a licensed gaming subsidiary must be
reported to or approved by the Mississippi Gaming Commission. A
licensed gaming subsidiary may not make a public offering of its
securities, but may pledge or mortgage casino facilities if it
obtains the prior approval of the Mississippi Gaming Commission.
We may not make a public offering of our securities without the
prior approval of the Mississippi Gaming Commission if any part
of the proceeds of the offering is to be used to finance the
construction, acquisition or operation of gaming facilities in
Mississippi or
30
to retire or extend obligations incurred for those purposes. The
approval, if given, does not constitute a recommendation or
approval of the accuracy or adequacy of the prospectus or the
investment merits of the securities subject to the offering. On
September 29, 2005, the Mississippi Gaming Commission
granted us a waiver of the prior approval requirement for our
securities offerings for a period of two years, subject to
certain conditions. The waiver may be rescinded for good cause
without prior notice upon the issuance of an interlocutory stop
order by the Executive Director of the Mississippi Gaming
Commission.
Under the regulations of the Mississippi Gaming Commission, Beau
Rivage Resorts, BRDC and Circus Circus Mississippi may not
guarantee a security issued by MGM MIRAGE pursuant to a public
offering, or pledge their assets to secure payment or
performance of the obligations evidenced by such a security
issued by MGM MIRAGE, without the prior approval of the
Mississippi Gaming Commission. Similarly, MGM MIRAGE may
not pledge the stock or other ownership interests of Beau Rivage
Resorts, BRDC or Circus Circus Mississippi, nor may the pledgee
of such ownership interests foreclose on such a pledge, without
the prior approval of the Mississippi Gaming Commission.
Moreover, restrictions on the transfer of an equity security
issued by Beau Rivage Resorts, BRDC or Circus Circus Mississippi
and agreements not to encumber such securities granted by MGM
MIRAGE are ineffective without the prior approval of the
Mississippi Gaming Commission. The waiver of the prior approval
requirement for MGM MIRAGEs securities offerings received
from the Mississippi Gaming Commission includes a waiver of the
prior approval requirement for such guarantees, pledges and
restrictions of Beau Rivage Resorts, BRDC and Circus Circus
Mississippi, subject to certain conditions.
None of MGM MIRAGE, Beau Rivage Resorts or Circus Circus
Mississippi may engage in gaming activities in Mississippi while
MGM MIRAGE, Beau Rivage Resorts, Circus Circus Mississippi
and/or persons found suitable to be associated with the gaming
license of Beau Rivage Resorts and Circus Circus Mississippi
conduct gaming operations outside of Mississippi without
approval of the Mississippi Gaming Commission. The Mississippi
Gaming Commission may require that it have access to information
concerning MGM MIRAGEs and its affiliates
out-of-state gaming operations. Gaming operations in Nevada were
approved when Beau Rivage Resorts was first licensed in
Mississippi. MGM MIRAGE has since received waivers of foreign
gaming approval from the Mississippi Gaming Commission for the
conduct of gaming operations in Illinois, Michigan, New Jersey,
California, New York, Macau and the United Kingdom, and for
cruises with Royal Caribbean Cruise Lines or Carnival Cruise
Lines which originate from the United States or British
Columbia, Canada, and may be required to obtain the approval or
a waiver of such approval from the Mississippi Gaming Commission
before engaging in any additional future gaming operations
outside of Mississippi.
The Mississippi Gaming Commission adopted a regulation in 1994
requiring as a condition of licensure or license renewal that a
gaming establishments plan include a 500-car parking
facility in close proximity to the casino complex and
infrastructure facilities which will amount to at least 25% of
the casino cost. Infrastructure facilities are defined in the
regulation to include a hotel with at least 250 rooms, theme
park, golf course and other similar facilities. With the opening
of their resort hotels and other amenities, Beau Rivage Resorts
and Circus Circus Mississippi are in compliance with this
requirement. On January 21, 1999, the Mississippi Gaming
Commission adopted an amendment to this regulation which
increased the infrastructure requirement to 100% from the
existing 25%; however, the regulation grandfathers existing
licensees and applies only to new casino projects and casinos
that are not operating at the time of acquisition or purchase,
and would therefore not apply to Beau Rivage Resorts or Circus
Circus Mississippi. In any event, both Beau Rivage Resorts and
Circus Circus Mississippi would comply with such requirement.
New Jersey Government Regulation
The ownership and operation of hotel-casino facilities and
gaming activities in Atlantic City, New Jersey are subject to
extensive state regulation under the New Jersey Casino Control
Act (the New Jersey Act) and the regulations of the
New Jersey Casino Control Commission (the New Jersey
Commission) and other applicable laws. The New Jersey Act
also established the New Jersey Division of Gaming Enforcement
to investigate all license applications, enforce the provisions
of the New Jersey Act and regulations and
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prosecute all proceedings for violations of the New Jersey Act
and regulations before the New Jersey Commission. In order to
own or operate a hotel-casino property in New Jersey, a company
must obtain a license or other approvals from the New Jersey
Commission and obtain numerous other licenses, permits and
approvals from other state as well as local governmental
authorities.
The New Jersey Commission has broad discretion regarding the
issuance, renewal, revocation and suspension of casino licenses
and may impose conditions on the issuance or renewal of
licenses. The New Jersey Act and regulations concern primarily
the good character, honesty, integrity and financial stability
of casino licensees, their intermediary and holding companies,
their employees, their security holders and others financially
interested in casino operations; financial and accounting
practices used in connection with casino operations; rules of
games, levels of supervision of games and methods of selling and
redeeming chips; manner of granting credit, duration of credit
and enforceability of gaming debts; and distribution of
alcoholic beverages.
On June 11, 2003, the New Jersey Commission issued a casino
license to Borgata and found MGM MIRAGE and certain of our
wholly-owned subsidiaries and their then officers, directors,
and 5% or greater shareholders suitable. On June 23, 2004,
the New Jersey Commission renewed the casino license of Borgata
for a one year term ending June 30, 2005, and again found
MGM MIRAGE and certain of our wholly-owned subsidiaries and
certain of their then officers, directors, and 5% or greater
shareholders suitable. Borgatas casino license was renewed
again by the New Jersey Commission on June 22, 2005, for a
term expiring June 30, 2010.
The New Jersey Act further provides that each person who
directly or indirectly holds any beneficial interest or
ownership of the securities issued by a casino licensee or any
of its intermediary or holding companies, those persons who, in
the opinion of the New Jersey Commission, have the ability to
control the casino licensee or its intermediary or holding
companies or elect a majority of the board of directors of such
companies, other than a banking or other licensed lending
institution which makes a loan or holds a mortgage or other lien
acquired in the ordinary course of business, lenders and
underwriters of such companies are required to be qualified by
the New Jersey Commission. However, with respect to a holding
company such as MGM MIRAGE, a waiver of qualification may be
granted by the New Jersey Commission, with the concurrence of
the Director of the New Jersey Division, if the New Jersey
Commission determines that such persons or entities are not
significantly involved in the activities of a casino licensee
and, in the case of security holders, do not have the ability to
control MGM MIRAGE or elect one or more of its directors. There
exists a rebuttable presumption that any person holding 5% or
more of the equity securities of a casino licensees
intermediary or holding company or a person having the ability
to elect one or more of the directors of such a company has the
ability to control the company and thus must obtain
qualification from the New Jersey Commission.
Notwithstanding this presumption of control, the New Jersey Act
provides for a waiver of qualification for passive
institutional investors, as defined by the New
Jersey Act, if the institutional investor purchased publicly
traded securities for investment purposes only and where such
securities constitute less than 10% of the equity securities of
a casino licensees holding or intermediary company or debt
securities of a casino licensees holding or intermediary
company representing a percentage of the outstanding debt of
such company not exceeding 20% or a percentage of any issue of
the outstanding debt of such company not exceeding 50%. The
waiver of qualification is subject to certain conditions
including, upon request of the New Jersey Commission, filing a
certified statement that the institutional investor has no
intention of influencing or affecting the affairs of the issuer,
except that an institutional investor holding voting securities
shall be permitted to vote on matters put to a vote of the
holders of outstanding voting securities. Additionally, a waiver
of qualification may also be granted to institutional investors
holding a higher percentage of securities of a casino
licensees holding or intermediary company upon a showing
of good cause.
The New Jersey Act requires the certificate of incorporation of
a publicly traded holding company to provide that any securities
of such a corporation are held subject to the condition that if
a holder is found to be disqualified by the New Jersey
Commission pursuant to the New Jersey Act, such holder shall
dispose of his interest in such company. Accordingly, we amended
our certificate of incorporation to provide that a holder of
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our securities must dispose of such securities if the holder is
found disqualified under the New Jersey Act. In addition, we
amended our certificate of incorporation to provide that we may
redeem the stock of any holder found to be disqualified. The New
Jersey Act also requires the certificate of incorporation of a
non-publicly traded holding company to establish the right of
the New Jersey Commission to prior approval of transfers of
securities and other interests in the company. The certificates
of incorporation of Mirage Resorts, Incorporated and MAC, CORP.
contain such provisions.
If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or
holding company, not only must the disqualified holder dispose
of such securities but in addition, commencing on the date the
New Jersey Commission serves notice upon such a company of the
determination of disqualification, it shall be unlawful for the
disqualified holder to:
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receive any dividends or interest upon any such securities; |
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exercise, directly or through any trustee or nominee, any right
conferred by such securities; or |
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receive any remuneration in any form from the licensee for
services rendered or otherwise. |
If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or
holding company, the New Jersey Commission shall take any
necessary action to protect the public interest, including the
suspension or revocation of the casino license, except that if
the disqualified person is the holder of securities of a
publicly traded holding company, the New Jersey Commission shall
not take action against the casino license if:
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the holding company has the corporate charter provisions
concerning divestiture of securities by disqualified owners
required by the New Jersey Act; |
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the holding company has made good faith efforts, including the
pursuit of legal remedies, to comply with any order of the New
Jersey Commission; and |
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the disqualified holder does not have the ability to control the
company or elect one or more members of the companys board
of directors. |
If the New Jersey Commission determines that a casino licensee
has violated the New Jersey Act or regulations, or if any
security holder of MGM MIRAGE or a casino licensee who is
required to be qualified under the New Jersey Act is found to be
disqualified but does not dispose of the securities, a casino
licensee could be subject to fines or its license could be
suspended or revoked. The New Jersey Commission may reopen
licensing hearings at any time and shall reopen licensing
hearings at the request of the New Jersey Division of Gaming
Enforcement. If a casino licensees license is revoked
after issuance, the New Jersey Commission could appoint a
conservator to operate and to dispose of the hotel-casino
facilities operated by such casino licensee. Net proceeds of a
sale by a conservator and net profits of operations by a
conservator, at least up to an amount equal to a fair return on
investment which is reasonable for casinos or hotels, would be
paid to us.
The New Jersey Act imposes an annual tax of 8% on gross casino
revenues, as defined in the New Jersey Act, a 4.25% tax that
declines periodically and will be eliminated on June 30,
2009, on the difference between the amount charged and the value
of rooms, food, beverage or entertainment provided at no cost or
a reduced price, a $3.00 tax per day on each occupied hotel
room, a $3.00 parking tax per day and, through June 30,
2006, a 7.5% tax on adjusted net income, as defined
in the New Jersey Act, subject to certain minimums and
limitations. In addition, casino licensees are required to
invest 1.25% of gross casino revenues for the purchase of bonds
to be issued by the Casino Reinvestment Development Authority or
make other approved investments equal to that amount. In the
event the investment requirement is not met, the casino licensee
is subject to a tax in the amount of 2.5% on gross casino
revenues. The New Jersey Commission has established fees for the
issuance or renewal of casino licenses and hotel-casino
alcoholic beverage licenses and an annual license fee on each
slot machine.
In addition to compliance with the New Jersey Act and
regulations relating to gaming, any property built in Atlantic
City by us must comply with the New Jersey and Atlantic City
laws and regulations relating to,
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among other things, the Coastal Area Facilities Review Act,
construction of buildings, environmental considerations and the
operation of hotels. Any changes to such laws or the laws
regarding gaming could have an adverse effect on us.
Illinois Government Regulation
MGM MIRAGEs 50% joint venture ownership interest in Grand
Victoria Riverboat Casino, located in Elgin, Illinois (the
Grand Victoria) is subject to extensive state
regulation under the Illinois Riverboat Gambling Act (the
Illinois Act) and the regulations of the Illinois
Gaming Board (the Illinois Board).
In February 1990, the State of Illinois legalized riverboat
gambling. The Illinois Act authorizes the Illinois Board to
issue up to ten riverboat gaming owners licenses on
navigable streams within or forming a boundary of the State of
Illinois except for Lake Michigan and any waterway in Cook
County, which includes Chicago. Pursuant to the initial Illinois
Act, a licensed owner who holds greater than a 10% interest in
one riverboat operation located in Illinois, could hold no more
than a 10% interest in any other riverboat operation located in
Illinois. In addition, the initial Illinois Act restricted the
location of certain of the ten owners licenses. Four of
the licenses were to be located on the Mississippi River, one
license was to be at a location on the Illinois River south of
Marshall County and one license had to be located on the Des
Plaines River in Will County. The remaining licenses were not
restricted as to location. Currently, nine owners licenses
are in operation in Alton, Aurora, East Peoria, East
St. Louis, Elgin, Metropolis, Rock Island and two licenses
in Joliet. The tenth license, which was initially granted to an
operator in East Dubuque, was not renewed by the Illinois Board
and has been the subject of on-going litigation. The Illinois
Board entered into a settlement agreement with the current
operator pursuant to which the Illinois Board used a competitive
bid process to select a new operator to acquire the entity that
possesses the tenth license. The Illinois Board selected Isle of
Capri as the winning bidder. Isle of Capris bid provided
that it would locate its gaming operation in Rosemont, Illinois.
The closing of this transaction is contingent upon the
settlement of outstanding litigation (including approval of the
transaction by the Bankruptcy Court in the Northern District of
Illinois), the Illinois Board finding Isle of Capri suitable for
licensure and the Illinois Attorney Generals final
approval of the settlement agreement between the Illinois Board
and the current operator of the tenth license. Notwithstanding
the settlement agreement, the Illinois Board recently renewed
administrative proceedings to revoke the current operators
owners license, and several lawsuits have been filed by
various parties in connection with the tenth license. In
addition, the current holder of the tenth license has filed for
bankruptcy. The initial Illinois Act also provided that no
gambling could be conducted while a riverboat was docked and
included several provisions regarding the duration of each
riverboat cruise and the manner in which the cruises were
conducted.
In June 1999, amendments to the Illinois Act were passed by the
legislature and signed into law by the Governor. The amended
Illinois Act redefined the conduct of gaming in Illinois.
Pursuant to the amended Illinois Act, riverboats may conduct
gambling without cruising and passengers can enter and leave a
riverboat at any time. In addition, riverboats currently may be
located upon any water within Illinois and not just navigable
waterways. There is no longer any prohibition of a riverboat
being located in Cook County. Riverboats are now defined as
self-propelled excursion boats or permanently moored barges. The
amended Illinois Act requires that only three, rather than four
owners licenses, be located on the Mississippi River. The
10% ownership prohibition has also been removed. Therefore,
subject to certain Illinois Board rules, individuals or entities
could own more than one riverboat operation in Illinois.
The amended Illinois Act also allows for the relocation of a
riverboat home dock. A licensee that was not conducting
riverboat gambling on January 1, 1998, may apply to the
Illinois Board for renewal and approval of relocation to a new
home dock and the Illinois Board shall grant the application and
approval of the new home dock upon the licensee providing to the
Illinois Board authorization from the new dockside community. It
was pursuant to this particular provision of the amended
Illinois Act that the former owner of the East Dubuque riverboat
applied for relocation of its operation to Rosemont, and it is
this license that was the subject of the recent competitive bid
process and currently subject to revocation proceedings. Any
licensee that relocates in accordance with the provisions of the
amended Illinois Act, must attain a level of at least 20%
minority and female ownership at its gaming operation.
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The constitutionality of the relocation provisions of the
amended Illinois Act was challenged, but the Illinois Supreme
Court recently upheld these provisions.
The Illinois Act strictly regulates the facilities, persons,
associations and practices related to gaming operations. It
grants the Illinois Board specific powers and duties, and all
other powers necessary and proper to fully and effectively
execute the Illinois Act for the purpose of administering,
regulating and enforcing the system of riverboat gaming. The
Illinois Board has authority over every person, association,
corporation, partnership and trust involved in riverboat gaming
operations in the State of Illinois.
The Illinois Act requires the owner of a riverboat gaming
operation to hold an owners license issued by the Illinois
Board. Each owners license permits the holder to own up to
two riverboats as part of its gaming operation, however, gaming
participants are limited to 1,200 for any owners license.
The number of gaming participants will be determined by the
number of gaming positions available at any given time. Gaming
positions are counted as follows:
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positions for electronic gaming devices will be determined as
90% of the total number of devices available for play; |
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craps tables will be counted as having ten gaming
positions; and |
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games utilizing live gaming devices, except for craps, will be
counted as having five gaming positions. |
Each owners license initially runs for a period of three
years. Thereafter, the license must be renewed annually. Under
the amended Illinois Act, the Board may renew an owners
license for up to four years. An owner licensee is eligible for
renewal upon payment of the applicable fee and a determination
by the Illinois Board that the licensee continues to meet all of
the requirements of the Illinois Act and Illinois Board rules.
The owners license for Grand Victoria was issued in
October 1994 and was valid for three years. Since that time, the
license has been renewed annually, and in October 2000, the
license was renewed for four years. Mandalay and its joint
venture partner submitted to the Illinois Board their
application to renew the Grand Victorias license again in
October 2004. The Grand Victoria appeared before the Illinois
Board in May 2005 for the Illinois Boards initial
consideration of its request to renew its owners license,
and, in June 2005, the Illinois Board renewed Grand
Victorias owners license for an additional four-year
period. An ownership interest in an owners license may not
be transferred or pledged as collateral without the prior
approval of the Illinois Board.
Pursuant to the amended Illinois Act, which lifted the 10%
ownership prohibition, the Illinois Board established certain
rules to follow in deciding whether to approve direct or
indirect ownership or control of an owners license. The
Illinois Board must consider the impact of any economic
concentration of the ownership or control. No direct or indirect
ownership or control may be approved which will result in undue
economic concentration of the ownership of a riverboat gambling
operation in Illinois. Undue economic concentration means that a
person or entity would have actual or potential domination of
riverboat gambling in Illinois sufficient to:
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substantially impede or suppress competition among holders of
owners licenses; |
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adversely impact the economic stability of the riverboat casino
industry in Illinois; or |
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negatively impact the purposes of the Illinois Act, including
tourism, economic development, benefits to local communities and
state and local revenues. |
The Illinois Board will consider the following criteria in
determining whether the approval of the issuance, transfer or
holding of a license will create undue economic concentration:
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percentage share of the market presently owned or controlled by
the person or entity; |
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estimated increase in the market share if the person or entity
is approved to hold the owners license; |
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relative position of other persons or entities that own or
control owners licenses in Illinois; |
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current and projected financial condition of the riverboat
gaming industry; |
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current market conditions, including proximity and level of
competition, consumer demand, market concentration and any other
relevant characteristics of the market; |
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whether the license to be approved has separate organizational
structures or other independent obligations; |
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potential impact on the projected future growth and development
of the riverboat gambling industry, the local communities in
which licenses are located and the State of Illinois; |
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barriers to entry into the riverboat gambling industry and if
the approval of the license will operate as a barrier to new
companies and individuals desiring to enter the market; |
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whether the approval of the license is likely to result in
enhancing the quality and customer appeal of products and
services offered by riverboat casinos in order to maintain or
increase their respective market shares; |
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whether a restriction on the approval of the additional license
is necessary in order to encourage and preserve competition in
casino operations; and |
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any other relevant information. |
The Illinois Act does not limit the maximum bet or per patron
loss. Minimum and maximum wagers on games are set by the holder
of the owners license. Wagering may not be conducted with
money or other negotiable currency. No person under the age of
21 is permitted to wager and wagers only may be received from a
person present on the riverboat. With respect to electronic
gaming devices, the payout percentage may not be less than 80%
nor more than 100%.
An admission tax is imposed on the owner of a riverboat
operation. Beginning August 23, 2005, the admission tax is
$2.00 per person for an owner licensee that admitted
1,000,000 persons or fewer in the 2004 calendar year, and
$3.00 per person for all other owner licensees (including
Grand Victoria).
Additionally, a wagering tax is imposed on the adjusted gross
receipts, as defined in the initial Illinois Act, of a riverboat
operation. As of August 23, 2005, the wagering tax was
reduced as follows:
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15.0% of adjusted gross receipts up to and including
$25.0 million; |
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22.5% of adjusted gross receipts in excess of $25.0 million
but not exceeding $50.0 million; |
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27.5% of adjusted gross receipts in excess of $50.0 million
but not exceeding $75.0 million; |
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32.5% of adjusted gross receipts in excess of $75.0 million
but not exceeding $100.0 million; |
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37.5% of adjusted gross receipts in excess of
$100.0 million but not exceeding $150.0 million; |
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45.0% of adjusted gross receipts in excess of
$150.0 million but not exceeding
$200.0 million; and |
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50.0% of adjusted gross receipts in excess of
$200.0 million. |
In addition, the Illinois Act also provides for a privilege tax
which will require most Illinois casinos (including Grand
Victoria) to pay wagering tax in each of the next two fiscal
years in an amount that is not lower than the amount the casino
paid from July 1, 2004 through June 30, 2005. The
privilege tax would terminate no later than July 1, 2007.
The owner licensee is required, on a daily basis, to wire the
wagering tax payment to the Illinois Board.
In addition to owners licenses, the Illinois Board also
requires licensing for all vendors of gaming supplies and
equipment and for all employees of a riverboat gaming operation.
The Illinois Board is authorized to conduct investigations into
the conduct of gaming and into alleged violations of the
Illinois Act and the Illinois Board rules. Employees and agents
of the Illinois Board have access to and may inspect any
facilities relating to the riverboat gaming operation.
A holder of any license is subject to imposition of fines,
suspension or revocation of such license, or other action for
any act or failure to act by himself or his agents or employees,
that is injurious to the public health,
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safety, morals, good order and general welfare of the people of
the State of Illinois, or that would discredit or tend to
discredit the Illinois gaming industry or the State of Illinois.
Any riverboat operations not conducted in compliance with the
Illinois Act may constitute an illegal gaming place and
consequently may be subject to criminal penalties, including
possible seizure, confiscation and destruction of illegal gaming
devices and seizure and sale of riverboats and dock facilities
to pay any unsatisfied judgment that may be recovered and any
unsatisfied fine that may be levied. The Illinois Act also
provides for civil penalties, equal to the amount of gross
receipts derived from wagering on the gaming, whether
unauthorized or authorized, conducted on the day of any
violation. The Illinois Board may revoke or suspend licenses, as
the Illinois Board may see fit and in compliance with applicable
laws of the State of Illinois regarding administrative
procedures and may suspend an owners license, without
notice or hearing, upon a determination that the safety or
health of patrons or employees is jeopardized by continuing a
riverboats operation. The suspension may remain in effect
until the Illinois Board determines that the cause for
suspension has been abated and it may revoke the owners
license upon a determination that the owner has not made
satisfactory progress toward abating the hazard.
If the Illinois Board has suspended, revoked or refused to renew
the license of an owner or if a riverboat gambling operation is
closing and the owner is voluntarily surrendering its
owners license, the Illinois Board may petition the local
circuit court in which the riverboat is situated for appointment
of a receiver. The circuit court shall have sole jurisdiction
over any and all issues pertaining to the appointment of a
receiver. The Illinois Board shall specify the specific powers,
duties and limitations for the receiver, including but not
limited to the authority to:
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hire, fire, promote and discipline personnel and retain outside
employees or consultants; |
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take possession of any and all property, including but not
limited to its books, records, papers; |
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preserve and/or dispose of any and all property; |
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continue and direct the gaming operations under the monitoring
of the Board; |
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discontinue and dissolve the operation; |
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enter into and cancel contracts; |
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borrow money and pledge, mortgage or otherwise encumber the
property; |
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pay all secured and unsecured obligations; |
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institute or define actions by or on behalf of the holder of an
Owners license; and |
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distribute earnings derived from gaming operations in the same
manner as admission wagering taxes are distributed under
Sections 12 and 13 of the Illinois Act. |
The Illinois Board shall submit at least three nominees to the
court. The nominees may be individuals or entities selected from
an Illinois Board approved list of pre-qualified receivers who
meet the same criteria for a finding of preliminary suitability
for licensure under Illinois Board rules. In the event that the
Illinois Board seeks the appointment of a receiver on a
emergency basis, the Illinois Board shall issue a temporary
operating permit to the receiver appointed by the court. A
receiver, upon appointment by the court, shall before assuming
his or her duties, execute and post the same bond as an
owners licensee pursuant to the Illinois Act.
The receiver shall function as an independent contractor,
subject to the direction of the court. However, the receiver
shall also provide to the Illinois Board regular reports and
provide any information deemed necessary for the Illinois Board
to ascertain the receivers compliance with all applicable
rules and laws. From time to time, the Illinois Board may, at
its sole discretion, report to the court on the receivers
level of compliance and any other information deemed appropriate
for disclosure to the court. The term and compensation of the
receiver shall be set by the court. The receiver shall provide
to the court and the Illinois Board at least 30 days
written notice of any intent to withdraw from the appointment or
to seek modification of the appointment. Except as otherwise
provided by action to the Illinois Board the gaming operation
shall be deemed a licensed operation subject to all rules of the
Illinois Board during the tenure of any receivership.
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The Illinois Board requires that a Key Person of an
owner licensee submit a Personal Disclosure or Business Entity
Form and be investigated and approved by the Illinois Board. The
Illinois Board shall certify for each applicant for or holder of
an owners license each position, individual or Business
Entity that is to be approved by the Board and maintain
suitability as a Key Person.
With respect to an applicant for or the holder of an
owners license, a Key Person shall include:
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any Business Entity and any individual with an ownership
interest or voting rights of more than 5% in the licensee or
applicant and the trustee of any trust holding such ownership
interest or voting rights; |
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the directors of the licensee or applicant and its chief
executive officer, president and chief operating officer or
their functional equivalents; and |
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all other individuals or Business Entities that, upon review of
the applicants or licensees Table of Organization,
Ownership and Control the Board determines hold a position or a
level of ownership, control or influence that is material to the
regulatory concerns and obligations of the Illinois Board for
the specified licensee or applicant. |
In order to assist the Illinois Board in its determination of
Key Persons, applicants for or holders of an owners
license must provide to the Illinois Board a Table of
Organization, Ownership and Control (the Table). The
Table must identify in sufficient detail the hierarchy of
individuals and Business Entities that, through direct or
indirect means, manage, own or control the interest and assets
of the applicant or licensee holder. If a Business Entity
identified in the Table is a publicly traded company, the
following information must be provided in the Table:
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the name and percentage of ownership interest of each individual
or Business Entity with ownership of more than 5% of the voting
shares of the entity, to the extent this information is known or
contained in Schedule 13D or 13G SEC filings; |
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to the extent known, the names and percentage of interest of
ownership of persons who are relatives of one another and who
together (as individuals or through trusts) exercise control
over or own more than 10% of the voting shares of the
entity; and |
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any trust holding more than 5% ownership or voting interest in
the entity, to the extent this information is known or contained
in Schedule 13D or 13G SEC filings. |
The Table may be disclosed under the Freedom of Information Act.
Each owner licensee must provide a means for the economic
disassociation of a Key Person in the event such economic
disassociation is required by an order of the Illinois Board.
Based upon findings from an investigation into the character,
reputation, experience, associations, business probity and
financial integrity of a Key Person, the Illinois Board may
enter an order upon the licensee or require the economic
disassociation of the Key Person.
Furthermore, each applicant or owner licensee must disclose the
identity of every person, association, trust or corporation
having a greater than 1% direct or indirect pecuniary interest
in an owner licensee or in the riverboat gaming operation with
respect to which the license is sought. The Illinois Board also
may require an applicant or owner licensee to disclose any other
principal or investor and require the investigation and approval
of these individuals.
The Illinois Board (unless the investor qualifies as an
institutional investor) requires a Personal Disclosure Form or a
Business Entity Form from any person or entity who or which,
individually or in association with others, acquires directly or
indirectly, beneficial ownership of more than 5% of any class of
voting securities or non-voting securities convertible into
voting securities of a publicly-traded corporation which holds
an ownership interest in the holder of an owners license.
If the Illinois Board denies an application for such a transfer
and if no hearing is requested, the applicant for the transfer
of ownership interest must promptly divest those shares in the
publicly-traded parent corporation. The holder of an
owners license would not be able to distribute profits to
a publicly-traded parent corporation until such shares have
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been divested. If a hearing is requested, the shares need not be
divested and profits may be distributed to a publicly-held
parent corporation pending the issuance of a final order from
the Illinois Board.
An institutional investor that individually or jointly with
others, cumulatively acquires, directly or indirectly, 5% or
more of any class of voting securities of a publicly-traded
licensee or a licensees publicly-traded parent corporation
shall, within no less than ten days after acquiring these
securities, notify the Administrator of the Illinois Board of
such ownership and shall provide any additional information as
may be required. If an institutional investor (as specified
above) acquires 10% or more of any class of voting securities of
a publicly-traded licensee or a licensees publicly-traded
parent corporation it shall file an Institutional Investor
Disclosure Form within 45 days after acquiring this level
of ownership interest. The owner licensee shall notify the
Administrator as soon as possible after it becomes aware that it
or its parent is involved in an ownership acquisition by an
institutional investor. The institutional investor also has an
obligation to notify the Administrator of its ownership interest.
In addition to Institutional Investor Disclosure Forms, certain
other forms may be required to be submitted to the Illinois
Board. An owner-licensee must submit a Marketing Agent Form to
the Illinois Board for each Marketing Agent with whom it intends
to do business. A Marketing Agent is a person or entity, other
than a junketeer or an employee of a riverboat gaming operation,
who is compensated by the riverboat gaming operation in excess
of $100 per patron per trip for identifying and recruiting
patrons. Key Persons of owner-licensees must submit
Trust Identification Forms for trusts, excluding land
trusts, for which they are a grantor, trustee or beneficiary
each time such a trust relationship is established, amended or
terminated.
Applicants for and holders of an owners license are
required to obtain formal approval from the Illinois Board for
changes in the following areas:
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Key Persons; |
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type of entity; |
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equity and debt capitalization of the entity; |
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investors and/or debt holders; |
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source of funds; |
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applicants economic development plan; |
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riverboat capacity or significant design change; |
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gaming positions; |
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anticipated economic impact; or |
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agreements, oral or written, relating to the acquisition or
disposition of property (real or personal) of a value greater
than $1 million. |
A holder of an owners license is allowed to make
distributions to its stockholders only to the extent that the
distribution would not impair the financial viability of the
gaming operation. Factors to be considered by the licensee will
include but not be limited to the following:
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cash flow, casino cash and working capital requirements; |
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debt service requirements, obligations and covenants associated
with financial instruments; |
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requirements for repairs and maintenance and capital
improvements; |
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employment or economic development requirements of the
Act; and |
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a licensees financial projections. |
The Illinois Board has implemented a Voluntary Self-Exclusion
Policy whereby a person who acknowledges that he/she has a
gambling problem may self-identify and self-exclude himself or
herself from an
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Illinois riverboat. The Illinois Board has prescribed procedures
that owner licensees must follow in order to implement this
self-exclusion program.
The Illinois Board may waive any licensing requirement or
procedure provided by rule if it determines that the waiver is
in the best interests of the public and the gaming industry.
Also, the Illinois Board may, from time to time, amend or change
its rules.
Uncertainty exists regarding the Illinois gambling regulatory
environment due to limited experience in interpreting the
Illinois Act.
From time to time, various proposals have been introduced in the
Illinois legislature that, if enacted, would affect the
taxation, regulation, operation or other aspects of the gaming
industry. Some of this legislation, if enacted, could adversely
affect the gaming industry. No assurance can be given whether
such or similar legislation will be enacted.
In April 2004, one member of the five-member Illinois Board
failed to receive the approval of the Illinois Senate with
respect to his appointment to the Illinois Board and, thus,
immediately ceased to be a member of the Illinois Board. In
August 2004, two more members of the Illinois Board resigned.
The two remaining members of the Illinois Board did not
constitute a quorum under the Illinois Act. Consequently, the
Illinois Board was unable to take any action until at least one
additional member was appointed.
In March 2005, five individuals were appointed to the Illinois
Board. Three of these appointees immediately joined the two
remaining members of the Illinois Board to form a
fully-constituted Illinois Board. The other two appointees
(including a substitute appointee after it was determined that
an original appointee was ineligible to serve on the Illinois
Board) began their tenure in July 2005, when the service terms
expired for the two members that served on the previous Illinois
Board.
There can be no assurance that the Illinois Boards
previous inability to achieve a quorum will not continue to
cause delays in the Illinois Boards consideration of new
or existing matters.
THE EXCHANGE OFFER
Purpose and Effect; Registration Rights
We sold the old notes to certain initial purchasers in a private
offering on September 9, 2005. The initial purchasers then
resold the old notes under an offering memorandum dated
August 25, 2005 in reliance on Rule 144A and
Regulation S under the Securities Act. On September 9,
2005, we entered into a registration rights agreement with the
initial purchasers. Under the registration rights agreement, we
agreed to:
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file a registration statement with the SEC relating to the
exchange offer under the Securities Act no later than
120 days after September 9, 2005; |
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use our best efforts to cause the exchange offer registration
statement to be declared effective under the Securities Act on
or before 180 days after September 9, 2005; |
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commence the exchange offer promptly after the exchange offer
registration statement is declared effective by the SEC; |
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keep the exchange offer open for acceptance for at least 20
business days after notice of the exchange offer is mailed to
holders of the old notes; |
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cause the exchange offer to be consummated on or before 30
business days after the exchange offer registration statement is
declared effective by the SEC; |
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use our best efforts to promptly issue new notes in exchange for
all old notes that have been properly and timely tendered for
exchange in the exchange offer; and |
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use our best efforts to keep the exchange offer registration
statement effective until the closing of the exchange offer and
thereafter until we have issued new notes in exchange for all
old notes that have been properly and timely tendered for
exchange in the exchange offer. |
In the registration rights agreement, we agreed to file a shelf
registration statement if:
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we are not permitted to effect the exchange offer under
applicable law or applicable interpretations of law by the SEC
staff; |
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for any reason, the exchange offer is not consummated within
222 days after September 9, 2005; |
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any holder of old notes notifies us that it (1) is not
entitled to participate in the exchange offer, (2) may not
resell the new notes required by it in the exchange offer to the
public without delivering a prospectus and this prospectus is
not appropriate or available for purposes of these resales or
(3) is a broker-dealer and owns old notes acquired directly
from us or one of our affiliates; or |
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the holders of a majority in aggregate principal amount of the
old notes are not eligible to participate in the exchange offer
and to receive new notes that they may resell to the public
without volume restrictions under the Securities Act and without
similar restrictions under applicable blue sky or state
securities laws. |
If we are required to file a shelf registration statement, we
must use our best efforts to file the shelf registration
statement relating to the old notes on or before the
60th day after such filing obligation arises and to cause
the shelf registration statement to be declared effective no
later than the 180th day after the obligation to file the
shelf registration statement arises.
If the shelf registration statement is filed, we will use our
best efforts to keep the shelf registration statement
continuously effective, supplemented and amended until the
second anniversary of the effective date of the shelf
registration statement or a shorter period that will terminate
when all the old notes covered by the shelf registration
statement have been sold pursuant to the shelf registration
statement or otherwise cease to be outstanding.
A holder who sells old notes pursuant to the shelf registration
statement generally will be required to be named as a selling
security holder in the prospectus and to deliver a copy of the
prospectus to purchasers. If we are required to file a shelf
registration statement, we will provide to each holder of the
old notes copies of the prospectus that is a part of the shelf
registration statement and notify each such holder when the
shelf registration statement becomes effective. Such holder will
be subject to some of the civil liability provisions under the
Securities Act in connection with these sales and will be bound
by the provisions of the registration rights agreement that are
applicable to such holder (including certain indemnification and
contribution obligations).
The registration rights agreement requires us to pay the holders
of the old notes additional interest if a registration default
exists. A registration default will exist if:
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we fail to file any of the registration statements required by
the registration rights agreement on or prior to the date
specified for such filing; |
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any of such registration statements is not declared effective by
the SEC on or prior to the date specified for such effectiveness; |
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the exchange offer is required to be consummated under the
registration rights agreement and is not consummated within the
agreed upon period; |
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the shelf registration statement is declared effective but
thereafter, during the period for which we are required to
maintain the effectiveness of the shelf registration statement,
it ceases to be effective or usable in connection with the
resale of the new notes covered by the shelf registration
statement; or |
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the exchange offer registration statement is declared effective
but thereafter, during the period (365 days after the
closing of the exchange offer) for which we have agreed to make
this prospectus available to broker-dealers for use in
connection with the resale of new notes, the exchange offer
registration statement ceases to be effective (or we restrict
the use of the prospectus included in the exchange offer
registration statement). |
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If a registration default exists, the interest rate of the old
notes will be increased by 0.25% per year for the first
90-day period following the registration default. The interest
rate will increase by an additional 0.25% per year at the
beginning of each subsequent 90-day period (or portion thereof)
until all registration defaults have been remedied. The interest
rate may not be increased as a result of registration defaults
by more than 1.00% per year. Following the cure of all
registration defaults, the accrual of additional interest on the
old notes will cease and the interest rate will revert to the
original rate.
The exchange offer is intended to satisfy our exchange offer
obligations under the registration rights agreement. The above
summary of the registration rights agreement is not complete and
is subject to, and qualified by reference to, all of the
provisions of the registration rights agreement. A copy of the
registration rights agreement is filed as an exhibit to the
registration statement that includes this prospectus.
If you participate in the exchange offer, you will, with limited
exceptions, receive new notes that are freely tradeable and not
subject to restrictions on transfer. You should read this
prospectus under the heading Resales of the
New Notes for more information relating to your ability to
transfer new notes.
The exchange offer is not being made to, nor will we accept
tenders for exchange from, holders of old notes in any
jurisdiction in which the exchange offer or the acceptance of
the exchange offer would not be in compliance with the
securities laws or blue sky laws of such jurisdiction.
Expiration Date; Extensions
The expiration date of the exchange offer is
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2005 at 5:00 p.m., New York City time. We may extend the
exchange offer in our sole discretion. If we extend the exchange
offer, the expiration date will be the latest date and time to
which the exchange offer is extended. We will notify the
exchange agent of any extension by oral or written notice and
will make a public announcement of the extension no later than
9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
We expressly reserve the right, in our sole and absolute
discretion:
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to delay accepting any old notes; |
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to extend the exchange offer; |
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if any of the conditions under Conditions of
the Exchange Offer have not been satisfied, to terminate
the exchange offer; and |
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to waive any condition or otherwise amend the terms of the
exchange offer in any manner. |
If the exchange offer is amended in a manner we deem to
constitute a material change, we will promptly disclose the
amendment to the registered holders of the old notes. Any delay
in acceptance, extension, termination or amendment will be
followed promptly by an oral or written notice of the event to
the exchange agent. We will also make a public announcement of
the event. Without limiting the manner in which we may choose to
make any public announcement and subject to applicable law, we
have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a
release to a national news service.
Terms of the Exchange Offer
We are offering, upon the terms and subject to the conditions
set forth in this prospectus and in the accompanying letter of
transmittal, to exchange $1,000 in principal amount of new notes
for each $1,000 in principal amount of outstanding old notes. We
will accept for exchange any and all old notes that are validly
tendered on or before 5:00 p.m., New York City time, on the
expiration date. Tenders of the old notes may be withdrawn at
any time before 5:00 p.m., New York City time, on the
expiration date. The exchange offer is not conditioned upon any
minimum principal amount of old notes being tendered for
exchange. However, the exchange offer is subject to the terms of
the registration rights agreement and the satisfaction of the
conditions described under Conditions of the
Exchange Offer. Old notes may be tendered only in
multiples of $1,000. Holders may tender less than the aggregate
principal amount represented by their old notes if they
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appropriately indicate this fact on the letter of transmittal
accompanying the tendered old notes or indicate this fact
pursuant to the procedures for book-entry transfer described
below.
As of the date of this prospectus, $375 million in
aggregate principal amount of the old notes were outstanding.
Solely for reasons of administration, we have fixed the close of
business on
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2005 as the record date for purposes of determining the persons
to whom this prospectus and the letter of transmittal will be
mailed initially. Only a holder of the old notes (or such
holders legal representative or attorney-in-fact) whose
ownership is reflected in the records of U.S. Bank National
Association, as registrar, or whose old notes are held of record
by the depositary, may participate in the exchange offer. There
will be no fixed record date for determining the eligible
holders of the old notes who are entitled to participate in the
exchange offer. We believe that, as of the date of this
prospectus, no holder is our affiliate (as defined
in Rule 405 under the Securities Act).
We will be deemed to have accepted validly tendered old notes
when, as and if we give oral or written notice of our acceptance
to the exchange agent. The exchange agent will act as agent for
the tendering holders of old notes and for purposes of receiving
the new notes from us. If any tendered old notes are not
accepted for exchange because of an invalid tender or otherwise,
certificates for the unaccepted old notes will be returned,
without expense, to the tendering holder as promptly as
practicable after the expiration date.
Holders of old notes do not have appraisal or dissenters
rights under applicable law or the indenture as a result of the
exchange offer.
Holders who tender their old notes in the exchange offer will
not be required to pay brokerage commissions or fees or, subject
to the instructions in the letter of transmittal, transfer taxes
with respect to the exchange of old notes pursuant to the
exchange offer. We will pay all charges and expenses, other than
transfer taxes in certain circumstances, in connection with the
exchange offer. See Fees and Expenses.
Neither our company nor our board of directors makes any
recommendation to holders of old notes as to whether to tender
any of their old notes pursuant to the exchange offer. In
addition, no one has been authorized to make any such
recommendation. Holders of old notes must make their own
decision whether to participate in the exchange offer and, if
the holder chooses to participate in the exchange offer, the
aggregate principal amount of old notes to tender, after reading
carefully this prospectus and the letter of transmittal and
consulting with their advisors, if any, based on their own
financial position and requirements.
Conditions of the Exchange Offer
You must tender your old notes in accordance with the
requirements of this prospectus and the letter of transmittal in
order to participate in the exchange offer.
Notwithstanding any other provision of the exchange offer, or
any extension of the exchange offer, we will not be required to
accept for exchange any old notes, and we may terminate or amend
the exchange offer if we are not permitted to effect the
exchange offer under applicable law or any interpretation of
applicable law by the staff of the SEC. If we determine in our
sole discretion that any of these events or conditions has
occurred, we may, subject to applicable law:
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terminate the exchange offer and return all old notes tendered
for exchange; or |
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waive any condition or amend the terms of the exchange offer. |
We expect that the above conditions will be satisfied. The above
conditions are for our sole benefit and may be waived by us at
any time in our sole discretion. Our failure at any time to
exercise any of the above rights will not be a waiver of those
rights and each right will be deemed an ongoing right that may
be asserted at any time. Any determination by us concerning the
events described above will be final and binding upon all
parties.
The exchange offer is not conditioned upon any minimum aggregate
principal amount of old notes being tendered in the exchange
offer.
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Interest
Each new note will bear interest from the most recent date to
which interest has been paid or duly provided for on the old
note surrendered in exchange for such new note or, if no
interest has been paid or duly provided for on such old note,
from June 20, 2005. Holders of the old notes whose old
notes are accepted for exchange will not receive accrued
interest on their old notes for any period from and after the
last interest payment date to which interest has been paid or
duly provided for on their old notes prior to the original issue
date of the new notes or, if no such interest has been paid or
duly provided for, will not receive any accrued interest on
their old notes, and will be deemed to have waived the right to
receive any interest on their old notes accrued from and after
such interest payment date or, if no such interest has been paid
or duly provided for, from and after June 20, 2005.
Procedures for Tendering Old Notes
The tender of a holders old notes and our acceptance of
old notes will constitute a binding agreement between the
tendering holder and us upon the terms and conditions of this
prospectus and the letter of transmittal. Unless a holder
tenders old notes according to the guaranteed delivery
procedures or the book-entry procedures described below, the
holder must transmit the old notes, together with a properly
completed and executed letter of transmittal and all other
documents required by the letter of transmittal, to the exchange
agent at its address before 5:00 p.m., New York City time,
on the expiration date. The method of delivery of old notes,
letters of transmittal and all other required documents is at
the election and risk of the tendering holder. If delivery is by
mail, we recommend delivery by registered mail, properly
insured, with return receipt requested. Instead of delivery of
mail, we recommend that each holder use an overnight or hand
delivery service. In all cases, sufficient time should be
allowed to assure timely delivery.
Any beneficial owner of the old notes whose old notes are
registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and who wishes to tender old
notes in the exchange offer should contact that registered
holder promptly and instruct that registered holder to tender on
its behalf. If the beneficial owner wishes to tender directly,
it must, prior to completing and executing the letter of
transmittal and tendering old notes, make appropriate
arrangements to register ownership of the old notes in its name.
Beneficial owners should be aware that the transfer of
registered ownership may take considerable time.
Any financial institution that is a participant in DTCs
Book-Entry Transfer Facility system may make book-entry delivery
of the old notes by causing DTC to transfer the old notes into
the exchange agents account in accordance with DTCs
procedures for such transfer. To be timely, book-entry delivery
of old notes requires receipt of a confirmation of a book-entry
transfer before the expiration date. Although delivery of the
old notes may be effected through book-entry transfer into the
exchange agents account at DTC, the letter of transmittal,
properly completed and executed, with any required signature
guarantees and any other required documents or an agents
message (as described below), must in any case be delivered to
and received by the exchange agent at its address on or before
the expiration date, or the guaranteed delivery procedure set
forth below must be complied with.
DTC has confirmed that the exchange offer is eligible for
DTCs Automated Tender Offer Program. Accordingly,
participants in DTCs Automated Tender Offer Program may,
instead of physically completing and signing the applicable
letter of transmittal and delivering it to the exchange agent,
electronically transmit their acceptance of the exchange offer
by causing DTC to transfer old notes to the exchange agent in
accordance with DTCs Automated Tender Offer Program
procedures for transfer. DTC will then send an agents
message to the exchange agent.
The term agents message means a message
transmitted by DTC, received by the exchange agent and forming
part of the book-entry confirmation, which states:
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that DTC has received an express acknowledgment from a
participant in DTCs Automated Tender Offer Program that is
tendering old notes that are the subject of such book-entry
confirmation; |
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that the participant has received and agrees to be bound by the
terms of the applicable letter of transmittal (or in the case of
an agents message relating to guaranteed delivery, that
the participant has received and agrees to be bound by the
applicable notice of guaranteed delivery); and |
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that we may enforce such agreement against that participant. |
Each signature on a letter of transmittal or a notice of
withdrawal must be guaranteed unless the old notes are tendered:
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by a registered holder who has not completed the box entitled
Special Delivery Instructions; or |
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for the account of an eligible institution (as described below). |
If a signature on a letter of transmittal or a notice of
withdrawal is required to be guaranteed, the signature must be
guaranteed by a participant in a recognized Medallion Signature
Program (a Medallion Signature Guarantor). If the
letter of transmittal is signed by a person other than the
registered holder of the old notes, the old notes surrendered
for exchange must be endorsed by the registered holder, with the
signature guaranteed by a Medallion Signature Guarantor. If any
letter of transmittal, endorsement, bond power, power of
attorney or any other document required by the letter of
transmittal is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such
person should sign in that capacity when signing. Such person
must submit to us evidence satisfactory, in our sole discretion,
of his or her authority to so act unless we waive such
requirement.
As used in this prospectus with respect to the old notes, a
registered holder is any person in whose name the
old notes are registered on the books of the registrar. An
eligible institution is a firm that is a member of a
registered national securities exchange or of the National
Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United
States or any other eligible guarantor institution
as such term is defined in Rule 17Ad-15 under the Exchange
Act.
We will determine in our sole discretion all questions as to the
validity, form, eligibility (including time of receipt),
acceptance and withdrawal of old notes tendered for exchange.
Our determination will be final and binding. We reserve the
absolute right to reject old notes not properly tendered and to
reject any old notes if acceptance might, in our judgment or our
counsels judgment, be unlawful. We also reserve the
absolute right to waive any defects or irregularities or
conditions of the exchange offer as to particular old notes at
any time, including the right to waive the ineligibility of any
holder who seeks to tender old notes in the exchange offer.
Our interpretation of the terms and conditions of the exchange
offer, including the letter of transmittal and its instructions,
will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of old
notes for exchange must be cured within such period of time as
we determine. Neither our company nor the exchange agent is
under any duty to give notification of defects in such tenders
or will incur any liability for failure to give such
notification. The exchange agent will use reasonable efforts to
give notification of defects or irregularities with respect to
tenders of old notes for exchange but will not incur any
liability for failure to give such notification. Tenders of old
notes will not be deemed to have been made until such
irregularities have been cured or waived.
By tendering, you will represent to us that, among other things:
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you are not our affiliate (as defined in
Rule 405 under the Securities Act); |
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you will acquire the new notes in the ordinary course of your
business; |
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you are not a broker-dealer that acquired your old notes
directly from us in order to resell them pursuant to
Rule 144A under the Securities Act or any other available
exemption under the Securities Act; |
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if you are a broker-dealer that acquired your new notes as a
result of market-making or other trading activities, you will
deliver a prospectus in connection with any resale of new
notes; and |
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you are not participating, do not intend to participate and have
no arrangement or understanding with any person to participate
in the distribution of the new notes. |
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In connection with a book-entry transfer, each participant will
confirm that it makes the representations and warranties
contained in the letter of transmittal.
Guaranteed Delivery Procedures
If you wish to tender your old notes and:
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your old notes are not immediately available; |
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you are unable to deliver on time your old notes or any other
document that you are required to deliver to the exchange
agent; or |
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you cannot complete the procedures for delivery by book-entry
transfer on time; |
you may tender your old notes according to the guaranteed
delivery procedures described in the letter of transmittal.
Those procedures require that:
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tender must be made by or through an eligible institution and a
notice of guaranteed delivery must be signed by the holder; |
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on or before the expiration date, the exchange agent must
receive from the holder and the eligible institution a properly
completed and executed notice of guaranteed delivery by mail or
hand delivery setting forth the name and address of the holder,
the certificate number or numbers of the tendered old notes and
the principal amount of tendered old notes; and |
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properly completed and executed documents required by the letter
of transmittal and the tendered old notes in proper form for
transfer or confirmation of a book-entry transfer of such old
notes into the exchange agents account at DTC must be
received by the exchange agent within four business days after
the expiration date of the exchange offer. |
Any holder who wishes to tender old notes pursuant to the
guaranteed delivery procedures must ensure that the exchange
agent receives the notice of guaranteed delivery and letter of
transmittal relating to such old notes before 5:00 p.m.,
New York City time, on the expiration date.
Acceptance of Old Notes for Exchange; Delivery of New
Notes
Upon satisfaction or waiver of all the conditions to the
exchange offer, we will accept old notes that are properly
tendered in the exchange offer prior to 5:00 p.m., New York
City time, on the expiration date. The new notes will be
delivered promptly after acceptance of the old notes. For
purposes of the exchange offer, we will be deemed to have
accepted validly tendered old notes when, as and if we have
given notice to the exchange agent.
Withdrawal Rights
Tenders of the old notes may be withdrawn by delivery of a
written or facsimile transmission notice to the exchange agent
at its address set forth under The Exchange
Agent; Assistance at any time before 5:00 p.m., New
York City time, on the expiration date. Any such notice of
withdrawal must:
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specify the name of the person having deposited the old notes to
be withdrawn; |
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identify the old notes to be withdrawn, including the
certificate number or numbers and principal amount of such old
notes, or, in the case of old notes transferred by book-entry
transfer, the name and number of the account at DTC to be
credited; |
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be signed by the holder in the same manner as the original
signature on the letter of transmittal by which old notes were
tendered, including any required signature guarantees, or be
accompanied by a bond power in the name of the person
withdrawing the tender, in satisfactory form as determined by us
in our sole discretion, executed by the registered holder, with
the signature guaranteed by a Medallion Signature Guarantor,
together with the other documents required upon transfer by the
indenture; and |
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specify the name in which the old notes are to be re-registered,
if different from the person who deposited the old notes. |
All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined
by us, in our sole discretion. Any old notes withdrawn will be
deemed not to have been validly tendered for exchange for
purposes of the exchange offer and will be returned to the
holder without cost as soon as practicable after withdrawal.
Properly withdrawn old notes may be retendered pursuant to the
procedures described under Procedures for
Tendering Old Notes at any time on or before the
expiration date.
The Exchange Agent; Assistance
U.S. Bank National Association is the exchange agent. All
tendered old notes, executed letters of transmittal and other
related documents should be directed to the exchange agent.
Questions and requests for assistance and requests for
additional copies of the prospectus, the letter of transmittal
and other related documents should be addressed to the exchange
agent as follows:
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By Regular, Registered or Certified Mail, By Overnight Courier
or By Hand: |
U.S. Bank National Association
Attn: Specialized Finance
60 Livingston Avenue
St. Paul, MN 55107-2292
To Confirm by Telephone or for Information:
(800) 934-6802
Fees and Expenses
We will bear the expenses of soliciting old notes for exchange.
The principal solicitation is being made by mail by the exchange
agent. Additional solicitation may be made by telephone,
facsimile or in person by officers and regular employees of our
company and our affiliates and by persons so engaged by the
exchange agent.
We will pay the exchange agent reasonable and customary fees for
its services and will reimburse the exchange agent for its
reasonable out-of-pocket expenses in connection with its
services and pay other registration expenses, including fees and
expenses of the trustee under the indenture, filing fees, blue
sky fees and printing and distribution expenses.
We have not retained any dealer-manager in connection with the
exchange offer and will not make any payments to brokers,
dealers or others soliciting acceptance of the exchange offer.
We will pay all transfer taxes, if any, applicable to the
exchange of old notes pursuant to the exchange offer. If,
however, a transfer tax is imposed for any reason other than the
exchange of old notes pursuant to the exchange offer, then the
amount of those transfer taxes, whether imposed on the
registered holder or any other persons, will be payable by the
tendering holder. If satisfactory evidence of payment of those
taxes or exemption is not submitted with the letter of
transmittal, the amount of those transfer taxes will be billed
directly to such tendering holder.
Consequences of Not Exchanging Old Notes
As a result of this exchange offer, we will have fulfilled most
of our obligations under the registration rights agreements.
Holders who do not tender their old notes, except for certain
instances involving the initial purchasers or holders of old
notes who are not eligible to participate in the exchange offer
or who do not receive freely transferable new notes pursuant to
the exchange offer, will not have any further registration
rights under the registration rights agreement or otherwise and
will not have rights to receive additional interest.
Accordingly, any holder who does not exchange its old notes for
new notes will continue to hold the
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untendered old notes and will be entitled to all the rights and
subject to all the limitations applicable under the indenture by
which the old notes were issued, except to the extent that such
rights or limitations, by their terms, terminate or cease to
have further effectiveness as a result of the exchange offer.
Any old notes that are not exchanged for new notes pursuant to
the exchange offer will remain restricted securities within the
meaning of the Securities Act. In general, such old notes may be
resold only:
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to the company or any of our subsidiaries; |
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inside the United States to a qualified institutional
buyer in compliance with Rule 144A under the
Securities Act; |
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inside the United States to an institutional accredited
investor (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act) or an
accredited investor that, prior to such transfer,
furnishes or has furnished on its behalf by a
U.S. broker-dealer to the trustee under the indenture a
signed letter containing certain representations and agreements
relating to the restrictions on transfer of the new notes, the
form of which letter can be obtained from the trustee; |
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outside the United States in compliance with Rule 904 under
the Securities Act; |
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pursuant to the exemption from registration provided by
Rule 144A under the Securities Act, if available; or |
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pursuant to an effective registration statement under the
Securities Act. |
Resales of the New Notes
We are making the exchange offer in reliance on the position of
the staff of the SEC as set forth in interpretive letters
addressed to third parties in other transactions. However, we
have not sought our own interpretive letter. Although there has
been no indication of any change in the staffs position,
we cannot assure you that the staff of the SEC would make a
similar determination with respect to the exchange offer as it
has in its interpretive letters to third parties. Based on these
interpretations by the staff, and except as provided below, we
believe that new notes may be offered for resale, resold and
otherwise transferred by a holder who participates in the
exchange offer and is not a broker-dealer without further
compliance with the registration and prospectus delivery
provisions of the Securities Act. In order to receive new notes
that are freely tradeable, a holder must acquire the new notes
in the ordinary course of its business and may not participate,
or have any arrangement or understanding with any person to
participate, in the distribution (within the meaning of the
Securities Act) of the new notes. Holders wishing to participate
in the exchange offer must make the representations described in
Procedures for Tendering Old Notes above.
Any holder of old notes:
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who is our affiliate (as defined in Rule 405
under the Securities Act); |
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who did not acquire the new notes in the ordinary course of its
business; |
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who is a broker-dealer that purchased old notes from us to
resell them pursuant to Rule 144A under the Securities Act
or any other available exemption under the Securities
Act; or |
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who intends to participate in the exchange offer for the purpose
of distributing (within the meaning of the Securities Act) new
notes; |
will be subject to separate restrictions. Each holder in any of
the above categories:
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will not be able to rely on the interpretations of the
Securities Act by the staff in the above-mentioned interpretive
letters; |
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will not be permitted or entitled to tender old notes in the
exchange offer; and |
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must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale
or other transfer of old notes, unless such sale is made
pursuant to an exemption from such requirements. |
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If you are a broker-dealer, an affiliate of ours, or
have an arrangement or understanding with any person to
participate in, a distribution of the new notes issued in the
exchange offer, you cannot rely on the position of the staff of
the SEC contained in the no-action letters mentioned above and
must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction, unless an exemption from registration is otherwise
available.
Each broker-dealer that receives new notes for its own account
in exchange for old notes, which the broker-dealer acquired as a
result of market-making activities or other trading activities,
may be deemed an underwriter with in the meaning of
the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection
with any resale of the new notes. Each such broker-dealer that
receives new notes for its own account in exchange for old
notes, where the broker-dealer acquired the old notes as a
result of market-making activities or other trading activities,
must acknowledge, as provided in the letter of transmittal, that
it will deliver a prospectus in connection with any resale of
such new notes. For more detailed information, see Plan of
Distribution.
In addition, to comply with the securities laws of various
jurisdictions, if applicable, the new notes may not be offered
or sold unless they have been registered or qualified for sale
in the jurisdiction or an exemption from registration or
qualification is available and is complied with. We have agreed,
pursuant to the registration rights agreement and subject to
specified limitations therein, to register or qualify the new
notes for offer or sale under the securities or blue sky laws of
the jurisdictions as any holder of the new notes reasonably
requests.
Simultaneous Exchange Offer
Simultaneous with the filing of this prospectus and accompanying
registration statement, we filed with the SEC a registration
statement and accompanying prospectus on Form S-4 in
connection with a registered offering to issue $500 million
in aggregate principal amount of 6.625% senior notes due
2015 in exchange for $500 million principal amount of
6.625% senior notes due 2015 issued in a private placement
on June 20, 2005. The $500 million private notes were
issued under the same indenture, and are the same in all
material respects, as the old notes. All registered notes to be
issued in that exchange offer will be issued under the same
indenture as the old notes and the new notes, and will have the
same CUSIP number and in all other respects have the same terms
and characteristics as the new notes. It is anticipated that the
$500 million exchange offer will close simultaneously with
the exchange offer that is the subject of this prospectus.
DESCRIPTION OF LONG-TERM DEBT
We have available to us a $7.0 billion senior credit
facility, as amended and restated on November 22, 2004 and
effective as of April 25, 2005, consisting of a
$5.5 billion senior revolving credit facility and
$1.5 billion senior term loan facility, in each case,
maturing on April 25, 2010. We are able to reborrow amounts
we have borrowed and subsequently repaid under the revolving
credit facility. The credit facility is available to refinance
our existing debt, to finance capital improvements at our
properties and for working capital, acquisitions, investments in
qualified investments and repurchases of our own common stock.
Interest on the credit facility is based on the bank reference
rate or LIBOR rate plus applicable margin ranging from 0.75% to
1.75%.
In addition to the senior credit facility, we also have
outstanding the following notes issued by us in underwritten
public offerings, with the aggregate principal amounts
outstanding as of June 30, 2005:
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$710 million of 9.75% senior subordinated notes due
2007; |
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$1,050 million of 6% senior notes due 2009; |
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$825 million of 8.50% senior notes due 2010; |
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$400 million of 8.375% senior subordinated notes due
2011; |
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$550 million of 6.75% senior notes due 2012; and |
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$525 million of 5.875% senior notes due 2014. |
Furthermore, we have the outstanding $875 million in
aggregate principal amount of 6.625% senior notes due 2015,
of which $500 million were issued in a private placement in
June 2005, and which are the subject of an exchange offer which
commenced simultaneous with this offer, and $375 million in
a private placement in September 2005, and which are the subject
of this exchange offer.
In connection with the acquisition of Mirage Resorts,
Incorporated, all of the outstanding senior notes and debentures
issued by Mirage became our obligations. The Mirage notes and
debentures are in various tranches as follows, with the
aggregate principal amounts outstanding as of June 30, 2005:
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$244.5 million of 7.25% senior notes due 2006; |
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$200 million of 6.75% senior notes due 2007; |
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$180.4 million of 6.75% senior notes due 2008; and |
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$100 million of 7.25% senior debentures due 2017. |
In connection with the acquisition of Mandalay, all of the
outstanding senior notes and debentures and senior subordinated
notes and debentures issued by Mandalay Resort Group became our
obligations. The Mandalay notes and debentures are in various
tranches as follows, with the aggregate principal amounts
outstanding as of June 30, 2005:
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$200 million of 6.45% senior notes due 2006; |
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$492.2 million of 10.25% senior subordinated notes due
2007; |
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$196.2 million of 9.50% senior notes due 2008; |
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$226.3 million of 6.50% senior notes due 2009; |
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$297.6 million of 9.375% senior subordinated notes due
2010; |
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$132.4 million of 6.375% senior notes due 2011; |
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$150 million of 7.625% senior subordinated debentures
due 2013; |
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$219.8 million of floating rate convertible senior
debentures due 2033; |
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$150 million of 7% debentures due 2036; and |
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$4.3 million of 6.7% debentures due 2096. |
Pursuant to the terms of the indenture governing Mandalays
floating rate convertible senior debentures, the holders thereof
were able to convert such debentures until June 30, 2005
for a cash payment equal to approximately $1,434.71 per
$1,000 in principal amount thereof. Immediately following the
acceptance and subsequent settlement of such debentures
surrendered for conversion, $5.9 million in aggregate
principal amount of such floating rate convertible senior
debentures remained outstanding. See Capitalization.
We and each of our material subsidiaries (including Mandalay and
Mirage but excluding MGM Grand Detroit, LLC, our foreign
subsidiaries and their U.S. holding companies which have no
other assets or operations, and other subsidiaries expressly
excluded in the applicable indentures or loan documents) are
directly liable for or unconditionally guarantee the credit
facility, the senior notes, the senior subordinated notes, the
Mirage notes, and the Mandalay notes. MGM Grand Detroit, LLC is
a co-borrower under the credit facility and is obligated under
the credit facility only to the extent that the proceeds of
borrowings under such facility are made available to MGM Grand
Detroit, LLC.
We established a commercial paper program during 2001 that
provides for the issuance, on a revolving basis, of up to
$500 million of uncollateralized short-term notes. We are
required to maintain credit
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availability under our senior credit facility equal to the
outstanding principal amount of commercial paper borrowings. We
do not have any outstanding commercial paper borrowings.
Our long-term debt obligations contain certain customary
covenants. We are required under the Credit Facility to maintain
a maximum leverage ratio (as defined in the loan agreement for
the credit facility), a maximum senior leverage ratio (as
defined in the loan agreement for the credit facility) and a
minimum interest coverage ratio (as defined in the loan
agreement for the credit facility).
DESCRIPTION OF THE NEW NOTES
You can find the definitions of certain terms used in this
description under the subheading Certain
Definitions. In this description, the words MGM
MIRAGE, we, us and our
refer only to the single corporation MGM MIRAGE, a Delaware
corporation, and not to any of its Subsidiaries.
MGM MIRAGE will issue the $375 million in aggregate
principle amount of 6.625% senior notes due July 15,
2015, under an indenture (the indenture), dated
June 20, 2005, among itself, the Subsidiary Guarantors (as
defined below) and U.S. Bank National Association, as
trustee (the Trustee), as supplemented by a first
supplemental indenture, dated September 9, 2005, among
MGM MIRAGE, the Subsidiary Guarantors and the Trustee, to
provide for the issuance of the additional $375 million in
aggregate principle amount of 6.625% senior notes due
July 15, 2015. The indenture is the same indenture under
which the old notes were issued. The terms of the notes include
those provisions contained in the indenture and those made part
of the indenture by reference to the Trust Indenture Act of
1939. We refer to the senior notes offered pursuant to this
prospectus as the new notes.
The following description is a summary of the material
provisions of the indenture. This summary does not restate the
indenture in its entirety. We urge you to read the indenture
because the indenture, and not this description, defines your
rights as a holder of the new notes. Copies of the indenture may
be obtained from MGM MIRAGE.
Ranking
The new notes will be:
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senior obligations of MGM MIRAGE that will be equal in right of
payment to all other senior Indebtedness of MGM MIRAGE from time
to time outstanding; |
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senior in right of payment to the $710 million
9.75% senior subordinated notes due 2007 of MGM MIRAGE
and the $400 million 8.375% senior subordinated notes
due 2011 of MGM MIRAGE, together referred to herein as the
Subordinated Notes, and future Indebtedness that may
be subordinated to the notes; |
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senior in right of payment to the $300 million
9.375% Senior Subordinated Notes due 2010 of Mandalay
Resort Group, the $500 million 10.25% Senior
Subordinated Notes due 2007 of Mandalay Resort Group and the
$150 million 7.625% Senior Subordinated Debentures due
2013 of Mandalay Resort Group, (such notes together referred to
herein as the Subordinated Mandalay Notes), in each
case, including the guarantees thereof by MGM MIRAGE; |
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guaranteed on a senior basis by each of the Subsidiaries of MGM
MIRAGE other than Excluded Subsidiaries (see
Subsidiary Guarantees below); and |
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effectively subordinated to all Indebtedness of Excluded
Subsidiaries. |
As of June 30, 2005, the Excluded Subsidiaries of MGM
MIRAGE had no Indebtedness outstanding (excluding Indebtedness
owed to MGM MIRAGE or any Subsidiary Guarantor).
The indenture does not contain any limitation on the amount of
Indebtedness of MGM MIRAGE or its Subsidiaries, but limits liens
securing Indebtedness of MGM MIRAGE and the Subsidiary
Guarantors to 15% of Consolidated Net Tangible Assets (unless
the new notes are secured equally and ratably with such
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other Indebtedness and subject to other customary exceptions;
see Additional Covenants of MGM MIRAGE
Limitation on Liens below).
Except as described under Merger,
Consolidation or Sale of Assets or
Additional Covenants of MGM MIRAGE
below, the indenture does not contain any provisions that would
afford holders of the new notes protection in the event of
(i) a highly leveraged or similar transaction involving MGM
MIRAGE or any of its Subsidiaries, or (ii) a
reorganization, restructuring, merger or similar transaction
involving MGM MIRAGE or any of its Subsidiaries that may
adversely affect the holders of the new notes. In addition,
subject to the limitations set forth under
Merger, Consolidation or Sale of Assets
and Additional Covenants of MGM MIRAGE
below, MGM MIRAGE or any of its Subsidiaries may, in the future,
enter into certain transactions that would increase the amount
of Indebtedness of MGM MIRAGE or its Subsidiaries or
substantially reduce or eliminate the assets of MGM MIRAGE or
its Subsidiaries, which may have an adverse effect on MGM
MIRAGEs ability to service its Indebtedness, including the
new notes.
Principal, Maturity and Interest
The new notes will initially be $375 million in aggregate
principal amount. Simultaneous with this exchange offer, we are
also issuing $500 million in aggregate principal amount of
our registered 6.625% senior notes due 2015 in exchange for
$500 million of our 6.625% senior notes due 2015
issued in a private placement on June 20, 2005. In
addition, we may issue an unlimited amount of additional notes
under the indenture from time to time after this offering. We
may create and issue additional notes with the same terms as the
new notes so that the additional notes will form a single class
with the new notes. MGM MIRAGE will issue the new notes in
denominations of $1,000 and integral multiples of $1,000. The
new notes will mature on July 15, 2015.
Interest on the new notes will accrue at the rate of
6.625% per annum. Interest will be payable semiannually in
arrears on January 15 and July 15 of each year until maturity,
beginning on January 15, 2006. Interest on the new notes
will accrue from June 20, 2005 or, if interest has already
been paid, from the date it was most recently paid. MGM MIRAGE
will make each interest payment to the holders of record of the
new notes on the immediately preceding January 1 and July 1.
Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.
Subsidiary Guarantees
MGM MIRAGEs payment Obligations under the new notes will
be jointly and severally guaranteed (the Subsidiary
Guarantees) by each of the Subsidiaries of MGM MIRAGE
other than the Excluded Subsidiaries (the Subsidiary
Guarantors). As of the issue date, the Subsidiary
Guarantors will include, among others, MGM Grand Hotel, LLC
(which owns the MGM Grand Las Vegas), Mirage Resorts,
Incorporated (which indirectly owns, among other properties,
Bellagio and The Mirage), New York-New York Hotel and Casino,
LLC (which owns New York-New York), Treasure Island Corp. (which
owns TI), MGM Grand Detroit, Inc. (which owns 97% of MGM Grand
Detroit, LLC, which in turn owns the MGM Grand Detroit
casino), Beau Rivage Resorts, Inc. (which owns the Beau Rivage
resort in Biloxi, Mississippi), MAC, CORP. (which owns 50% of
Marina District Development Holding Co., LLC, which in turn owns
100% of Marina District Development Company, LLC, the operator
of Borgata), Mandalay Resort Group (which indirectly owns, among
other properties, Mandalay Bay, Luxor and Excalibur) and Nevada
Landing Partnership (which owns 50% of Grand Victoria). The
Excluded Subsidiaries will include all
non-U.S. Subsidiaries of MGM MIRAGE and such
non-U.S. Subsidiaries U.S. holding companies.
The Excluded Subsidiaries also include MGM Grand Detroit, LLC
and its Subsidiaries (including MGM Grand Detroit II, LLC),
MGMM Insurance Company, Circus Circus Finance I, Circus
Circus Finance II, Circus Circus New Jersey, Inc., Go
Vegas, Gold Strike Resorts, Inc., Jean Development North,
Lakeview Gaming Partnerships Joint Venture, Mandalay Vacation
Resorts, Inc., MBG Insurance, Inc., MGM MIRAGE Online, LLC, Pine
Hills Development II, Revive Partners, LLC, M3 Nevada
Insurance Company and other subsidiaries that may from time to
time become Excluded Subsidiaries under the indenture (if, among
other conditions, such other subsidiaries are not guarantors of
our other Indebtedness and are not subject to any covenants in,
or liens securing, the Credit Facility or the Existing Senior
Notes). MGM Grand Detroit, LLC
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is a borrower under the Credit Facility but its obligations
under the Credit Facility are limited to the amount of the
proceeds of borrowings under the Credit Facility made available
to MGM Grand Detroit, LLC. The Subsidiary Guarantee of each
Subsidiary Guarantor will be (i) senior in right of payment
to the guarantees of the Subordinated Notes by the Subsidiary
Guarantor and the guarantees of the Subordinated Mandalay Notes
by the Subsidiary Guarantor and future Indebtedness of the
Subsidiary Guarantor that may be subordinated to the new notes
and (ii) equal or senior in right of payment with all other
existing and future Indebtedness of the Subsidiary Guarantor.
The obligations of each Subsidiary Guarantor under its
Subsidiary Guarantee will be limited so as not to constitute a
fraudulent conveyance under applicable law.
In addition to the Subsidiary Guarantors named in the indenture,
the indenture will provide that, except for Excluded
Subsidiaries, any existing or future Subsidiary of MGM MIRAGE
shall become a Subsidiary Guarantor if such Subsidiary incurs
any Indebtedness or if and for so long as such Subsidiary
provides a guarantee in respect of Indebtedness of MGM MIRAGE.
No Subsidiary Guarantor will be permitted to consolidate with or
merge with or into (whether or not such Subsidiary Guarantor is
the surviving Person) another corporation or other Person,
whether or not affiliated with such Subsidiary Guarantor unless:
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subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if
other than such Subsidiary Guarantor) assumes all the
obligations of such Subsidiary Guarantor under the Subsidiary
Guarantee and the indenture pursuant to a supplemental indenture
in form and substance reasonably satisfactory to the
trustee; and |
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immediately after giving effect to such transaction, no Default
or Event of Default exists. |
The indenture will provide that in the event of (a) a sale
or other disposition of all of the assets of any Subsidiary
Guarantor, by way of merger, consolidation or otherwise or
(b) a sale or other disposition of all of the capital stock
of any Subsidiary Guarantor, then the Subsidiary Guarantor (in
the event of a sale or other disposition, by way of such a
merger, consolidation or otherwise, of all of the capital stock
of such Subsidiary Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all of
the assets of the Subsidiary Guarantor) will be released and
relieved of any obligations under its Subsidiary Guarantee,
except in the event of a sale or other disposition to MGM
MIRAGE, any other Subsidiary Guarantor or any Affiliate thereof.
Optional Redemption
The new notes are redeemable at our election, in whole or in
part at any time at a redemption price equal to the greater of:
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100% of the principal amount of the new notes then
outstanding; or |
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as determined by an Independent Investment Banker, the sum of
the present values of the remaining scheduled payments of
principal and interest on the new notes to be redeemed (not
including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate, plus 50 basis
points, |
plus, in either of the above cases, accrued and unpaid interest
to the date of redemption on the new notes to be redeemed.
Adjusted Treasury Rate means, with respect to
any redemption date:
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the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated H.15(519)
or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption
Treasury Constant Maturities, for the maturity
corresponding to the Comparable Treasury Issue (if no maturity
is within three months before or after the Remaining Life (as
defined below), yields for the two published maturities most
closely corresponding to the |
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Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest
month); or |
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if such release (or any successor release) is not published
during the week preceding the calculation date or does not
contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date. |
The Adjusted Treasury Rate shall be calculated on the third
Business Day preceding the redemption date.
Comparable Treasury Issue means the United
States Treasury security selected by an Independent Investment
Banker as having a maturity comparable to the remaining term of
the notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such securities
(Remaining Life).
Comparable Treasury Price means (1) the
average of four Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the
Independent Investment Banker obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such
quotations.
Independent Investment Banker means one of
the Reference Treasury Dealers appointed by us.
Reference Treasury Dealer means any primary
U.S. Government securities dealer in New York City selected
by us.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.
We will mail a notice of redemption at least 30 days but
not more than 60 days before the redemption date to each
holder of new notes to be redeemed. If we elect to partially
redeem the new notes, the trustee will select in a fair and
appropriate manner the new notes to be redeemed.
Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
new notes or portion thereof called for redemption.
Mandatory Redemption
MGM MIRAGE will not be required to make any mandatory redemption
or sinking fund payments in respect of the new notes.
Mandatory Disposition Pursuant to Gaming Laws
Each holder, by accepting a new note, shall be deemed to have
agreed that if the gaming authority of any jurisdiction in which
MGM MIRAGE or any of its Subsidiaries conducts or proposes to
conduct gaming requires that a person who is a holder or the
beneficial owner of notes be licensed, qualified or found
suitable under applicable gaming laws, such holder or beneficial
owner, as the case may be, shall apply for a license,
qualification or a finding of suitability within the required
time period. If such Person fails to apply or become licensed or
qualified or is found unsuitable, MGM MIRAGE shall have the
right, at its option:
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to require such Person to dispose of its new notes or beneficial
interest therein within 30 days of receipt of notice of MGM
MIRAGEs election or such earlier date as may be requested
or prescribed by such gaming authority; or |
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to redeem such new notes, which redemption may be less than
30 days following the notice of redemption if so requested
or prescribed by the applicable gaming authority, at a
redemption price equal to: |
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(a) the Persons cost, plus accrued and unpaid
interest, if any, to the earlier of the redemption date or the
date of the finding of unsuitability or failure to
comply; and |
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(b) 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the earlier of the redemption date
or the date of the finding of unsuitability or failure to
comply; or |
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(2) such other amount as may be required by applicable law
or order of the applicable gaming authority. |
MGM MIRAGE shall notify the trustee in writing of any such
disqualified holder status or redemption as soon as practicable.
MGM MIRAGE shall not be responsible for any costs or
expenses any holder of MGM MIRAGE notes may incur in
connection with its application for a license, qualification or
a finding of suitability.
Additional Covenants of MGM MIRAGE
Other than as provided below under Exempted
Liens and Sale and Lease-Back Transactions, neither MGM
MIRAGE nor any of the Subsidiary Guarantors may issue, assume or
guarantee any Indebtedness secured by a Lien upon any Principal
Property or on any evidences of Indebtedness or shares of
capital stock of, or other ownership interests in, any
Subsidiaries (regardless of whether the Principal Property,
Indebtedness, capital stock or ownership interests were acquired
before or after the date of the indenture) without effectively
providing that the new notes shall be secured equally and
ratably with (or prior to) such Indebtedness so long as such
Indebtedness shall be so secured, except that this restriction
will not apply to:
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(a) Liens existing on June 20, 2005; |
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(b) Liens affecting property of a corporation or other
entity existing at the time it becomes a Subsidiary Guarantor or
at the time it is merged into or consolidated with MGM MIRAGE or
a Subsidiary Guarantor (provided that such Liens are not
incurred in connection with, or in contemplation of, such entity
becoming a Subsidiary Guarantor or such merger or consolidation
and do not extend to or cover property of MGM MIRAGE or any
Subsidiary Guarantor other than property of the entity so
acquired or which becomes a Subsidiary Guarantor); |
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(c) Liens (including purchase money Liens) existing at the
time of acquisition thereof on property acquired after the date
hereof or to secure Indebtedness Incurred prior to, at the time
of, or within 24 months after the acquisition for the
purpose of financing all or part of the purchase price of
property acquired after the date hereof (provided that such
Liens do not extend to or cover any property of MGM MIRAGE
or any Subsidiary Guarantor other than the property so acquired); |
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(d) Liens on any property to secure all or part of the cost
of improvements or construction thereon or Indebtedness Incurred
to provide funds for such purpose in a principal amount not
exceeding the cost of such improvements or construction; |
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(e) Liens which secure Indebtedness of a Subsidiary of MGM
MIRAGE to MGM MIRAGE or to a Subsidiary Guarantor or which
secure Indebtedness of MGM MIRAGE to a Subsidiary Guarantor; |
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(f) Liens on the stock, partnership or other equity
interest of MGM MIRAGE or Subsidiary Guarantor in any Joint
Venture or any Subsidiary that owns an equity interest in such
Joint Venture to secure Indebtedness, provided the amount of
such Indebtedness is contributed and/or advanced solely to such
Joint Venture; |
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(g) Liens to government entities, including pollution
control or industrial revenue bond financing; |
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(h) Liens required by any contract or statute in order to
permit MGM MIRAGE or a Subsidiary of MGM MIRAGE to perform any
contract or subcontract made by it with or at the request of a
governmental entity; |
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(i) mechanics, materialmans, carriers or
other like Liens, arising in the ordinary course of business; |
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(j) Liens for taxes or assessments and similar charges; |
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(k) zoning restrictions, easements, licenses, covenants,
reservations, restrictions on the use of real property and
certain other minor irregularities of title; and |
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(l) any extension, renewal, replacement or refinancing of
any Indebtedness secured by a Lien permitted by any of the
foregoing clauses (a) through (f). |
Notwithstanding the foregoing,
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(a) if any of the Existing Senior Notes are hereafter
secured by any Liens on any of the assets of MGM MIRAGE or any
Subsidiary Guarantor, then MGM MIRAGE and each Subsidiary
Guarantor shall, substantially concurrently with the granting of
any such Liens, subject to all necessary gaming regulatory
approvals, grant perfected Liens in the same collateral to
secure the new notes, equally, ratably and on a pari passu
basis. The Liens granted pursuant to this provision shall be
(i) granted concurrently with the granting of any such
Liens, and (ii) granted pursuant to instruments, documents
and agreements which are no less favorable to the trustee and
the holders of the new notes than those granted to secure the
Existing Senior Notes. In connection with the granting of any
such Liens, MGM MIRAGE and each Subsidiary Guarantor shall
provide to the trustee (y) policies of title insurance on
customary terms and conditions, to the extent that policies of
title insurance on the corresponding property are provided to
the holders of the Existing Senior Notes or their trustee (and
in an insured amount that bears the same proportion to the
principal amount of the outstanding notes as the insured amount
in the policies provided to the holders of the Existing Senior
Notes bears to the aggregate outstanding amount thereof), and
(z) legal opinions and other assurances as the trustee may
reasonably request; and |
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(b) if MGM MIRAGE and the Subsidiary Guarantors become
entitled to the release of any of such equal, ratable and pari
passu Liens securing the Existing Senior Notes and guarantees
related thereto (and any other notes or guarantees issued after
the date of issuance of the notes), and provided that no default
or event of default has then occurred and remains continuing,
MGM MIRAGE and the Subsidiary Guarantors may in their sole
discretion request that the collateral agent release any such
Liens securing the new notes and the Existing Senior Notes, and
in such circumstances the collateral agent shall so release such
Liens. |
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Limitation on Sale and Lease-Back Transactions |
Other than as provided below under Exempted
Liens and Sale and Lease-Back Transactions, neither MGM
MIRAGE nor any Subsidiary Guarantor will enter into any Sale and
Lease-Back Transaction unless either:
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(i) MGM MIRAGE or such Subsidiary Guarantor would be
entitled, pursuant to the provisions described in
clauses (a) through (l) under
Limitation on Liens above, to create,
assume or suffer to exist a Lien on the property to be leased
without equally and ratably securing the new notes; or |
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(ii) an amount equal to the greater of the net cash
proceeds of such sale or the fair market value of such property
(in the good faith opinion of MGM MIRAGEs board of
directors) is applied within 120 days to the retirement or
other discharge of its Funded Debt. |
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Exempted Liens and Sale and Lease-Back Transactions |
Notwithstanding the restrictions set forth in
Limitation on Liens and
Limitation on Sale and Lease-Back
Transactions above, MGM MIRAGE or any Subsidiary Guarantor
may enter into Sale and
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Lease-Back Transactions not otherwise permitted as described
above, provided that at the time of such event, and after giving
effect thereto, the sum of outstanding Indebtedness secured by
such Liens (not including Liens permitted under
Limitation on Liens above) plus all
Attributable Debt in respect of such Sale and Lease-Back
Transactions entered into (not including Sale and Lease-Back
Transactions permitted under Limitation on
Sale and Lease-Back Transactions above), measured, in each
case, at the time any such Lien is incurred or any such Sale and
Lease-Back Transaction is entered into, by MGM MIRAGE and the
Subsidiary Guarantors does not exceed 15% of Consolidated Net
Tangible Assets, provided that the foregoing shall not apply to
any Liens that may at any time secure any of the Existing Senior
Notes.
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Merger, Consolidation or Sale of Assets |
Our indenture does not allow us to consolidate or merge with or
into, or sell, assign, convey, transfer or lease our properties
and assets, substantially in their entirety, as computed on a
consolidated basis, to another corporation, person or entity
unless:
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either we are the surviving person, in the case of a merger or
consolidation, or the successor or transferee is a corporation
organized under the laws of the United States, or any state
thereof or the District of Columbia and the successor or
transferee corporation expressly assumes, by supplemental
indenture, all of our obligations under the indenture, including
under the notes; and |
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no default or event of default exists immediately after such
transaction. |
In addition to the Subsidiary Guarantors named in the indenture
on the closing date, the indenture will provide that any
existing or future Subsidiary of MGM MIRAGE (other than an
Excluded Subsidiary) shall become a Subsidiary Guarantor, on a
senior basis, of MGM MIRAGEs payment Obligations under the
new notes and the indenture, if such Subsidiary incurs any
Indebtedness or if and for so long as such Subsidiary provides a
guarantee in respect of any Indebtedness of MGM MIRAGE.
Events of Default
Events of default means any of the following:
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default in the payment of any interest upon any new notes when
it becomes due and payable, and continuance of such default for
a period of 30 days; |
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default in the payment of principal of or premium, if any, on
any new notes when due; |
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the acceleration of the maturity of any Indebtedness of MGM
MIRAGE or any Subsidiary Guarantor (other than Non-recourse
Indebtedness), at any one time, in an amount in excess of the
greater of (a) $25 million and (b) 5% of
Consolidated Net Tangible Assets, if such acceleration is not
annulled within 30 days after written notice as provided in
the indenture; |
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entry of final judgments against MGM MIRAGE or any Subsidiary
Guarantor which remain undischarged for a period of
60 days, provided that the aggregate of all such judgments
exceeds $25 million and judgments exceeding
$25 million remain undischarged for 60 days after
notice as provided in the indenture; |
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default in the performance, or breach, of any covenants or
warranties in the indenture if the default continues uncured for
a period of 60 days after written notice to us by the
trustee or to us and the trustee by the holders of at least 25%
in principal amount of the outstanding notes (including new
notes and old notes as a group) as provided in the
indenture; and |
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certain events of bankruptcy, insolvency or reorganization. |
If an event of default occurs and continues, then the trustee or
the holders of not less than 25% in principal amount of the
outstanding notes (including new notes and old notes as a group)
may, by a notice in
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writing to us, and to the trustee if given by the holders,
declare to be due and payable immediately the principal of the
outstanding notes.
At any time after a declaration of acceleration with respect to
old notes or new notes has been made, but before a judgment or
decree for payment of the money due has been obtained by the
trustee, the holders of a majority in principal amount of the
outstanding notes (including new notes and old notes as a group)
may, subject to our having paid or deposited with the trustee a
sum sufficient to pay overdue interest and principal which has
become due other than by acceleration and certain other
conditions, rescind and annul such acceleration if all events of
default, other than the non-payment of accelerated principal and
premium, if any, with respect to the old notes or new notes,
have been cured or waived as provided in the indenture. For
information as to waiver of defaults see the discussion set
forth below under Modification and Waiver.
The indenture provides that the trustee is not obligated to
exercise any of its rights or powers under the indenture at the
request of any holder of new notes, unless the trustee receives
indemnity satisfactory to it against any loss, liability or
expense. Subject to certain rights of the trustee and applicable
law, the holders of a majority in principal amount of the
outstanding notes (including new notes and old notes as a group)
shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the
trustee with respect to such notes.
No holder of any new notes will have any right to institute any
proceeding, judicial or otherwise with respect to the indenture
or for the appointment of a receiver or trustee, or for any
remedy under the indenture, unless such holder shall have
previously given to the trustee written notice of a continuing
event of default with respect to the new notes and the holders
of at least 25% in principal amount of the outstanding notes
(including new notes and old notes as a group) shall have made
written request and offered reasonable indemnity to the trustee
to institute such proceeding as trustee, and the trustee shall
not have received from the holders of a majority in principal
amount of the outstanding notes (including new notes and old
notes as a group) direction inconsistent with such request and
shall have failed to institute such proceeding within
60 days. However, the holder of any new notes will have an
absolute and unconditional right to receive payment of the
principal of, premium, if any, and any interest on such new
notes on or after the due dates expressed in such new notes and
to institute suit for the enforcement of any such payment.
We are required by the indenture, within 120 days after the
end of each fiscal year, to furnish to the trustee a statement
as to compliance with the indenture. The indenture provides that
the trustee may withhold notice to the holders of notes of any
default or event of default (except a default in payment on new
notes) with respect to new notes if and so long as a committee
of its trust officers, in good faith, determines that
withholding such notice is in the interest of the holders of new
notes.
Modification and Waiver
We and the trustee, at any time and from time to time, may
modify the indenture without prior notice to or consent of any
holder of the notes for any of the following purposes:
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to permit a successor corporation to assume our covenants and
obligations under the indenture and in the notes in accordance
with the terms of the indenture; |
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to add to our covenants for the benefit of the holders of the
new notes; |
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to surrender any of our rights or powers conferred in the
indenture; |
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to add any additional events of default; |
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to supplement any of the provisions of the indenture to the
extent needed to permit or facilitate the defeasance and
discharge of the new notes in a manner that will not adversely
affect the interests of the holders of the new notes in any
material respect; |
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to provide for the acceptance of appointment by a successor
trustee and to add to or change any of the provisions of the
indenture as is necessary to provide for the administration of
the trust by more than one trustee; |
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to comply with the requirements of the SEC in connection with
qualification of the indenture under the Trust Indenture Act; |
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to cure any ambiguity; |
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to correct or supplement any provision in the indenture which
may be defective or inconsistent with any other provision in the
indenture; |
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to eliminate any conflict between the terms of the indenture and
the new notes and the Trust Indenture Act; or |
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to make any other provisions with respect to matters or
questions arising under the indenture which will not be
inconsistent with any provision of the indenture as long as the
new provisions do not adversely affect in any material respect
the interests of the holders of the new notes. |
We may also modify the indenture for any other purpose if we
receive the written consent of the holders of not less than a
majority in principal amount of the outstanding notes (including
the new notes and old notes as a group). However, we may not,
without the consent of the holder of each note effected thereby:
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change the stated maturity or reduce the principal amount or the
rate of interest, or extend the time for payment of interest of
the new notes or any premium payable upon the redemption of the
new notes, or impair the right to institute suit for the
enforcement of any payment on or after the due date thereof
(including, in the case of redemption, on or after the
redemption date), or alter any redemption provisions in a manner
adverse to the holders of the new notes or release any
Subsidiary Guarantor under any Subsidiary Guarantee (except in
accordance with the terms of the Indenture or the Subsidiary
Guarantee) or collateral, if any, securing the new notes (except
in accordance with the terms of the Indenture or the documents
governing such collateral, if any); |
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reduce the percentage in principal amount of the new notes where
the consent of the holder is required for any such amendment,
supplemental indenture or waiver which is provided for in the
indenture; or |
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modify any of the waiver provisions, except to increase any
required percentage or to provide that certain other provisions
of the indenture cannot be modified or waived without the
consent of the holder of each outstanding new note which would
be affected. |
The indenture provides that the holders of not less than a
majority in aggregate principal amount of the notes (including
the new notes and old notes as a group), by notice to the
trustee, may on behalf of the holders of the notes waive any
default and its consequences under the indenture, except
(1) a continuing default in the payment of interest on,
premium, if any, or the principal of, any note held by a
nonconsenting holder or (2) a default in respect of a
covenant or provision hereof which cannot be modified or amended
without the consent of the holder of each new note.
Defeasance of Notes or Certain Covenants in Certain
Circumstances
Defeasance and Discharge. The indenture provides that we
may be discharged from any and all obligations under the new
notes other than:
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certain obligations to pay additional amounts, if any, upon the
occurrence of certain tax, assessment or governmental charge
events regarding payments on the new notes; |
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to register the transfer or exchange of the new notes; |
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to replace stolen, lost or mutilated new notes; or |
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to maintain paying agencies and to hold money for payment in
trust. |
We may only defease and discharge all of our obligations under
the new notes if:
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we irrevocably deposit with the trustee, in trust, the amount,
as certified by an officers certificate, of money and/or
U.S. government obligations that, through the payment of
interest and principal in respect thereof in accordance with
their terms, will be sufficient to pay and discharge each
installment |
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of principal and premium, if any and any interest on, and any
mandatory sinking fund payments in respect of, the new notes on
the dates such payments are due; and |
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we deliver to the trustee an opinion of counsel or a ruling from
the United States Internal Revenue Service, in either case to
the effect that holders of the new notes will not recognize
income, gain or loss for United States federal income tax
purposes as a result of such deposit, defeasance and discharge. |
Defeasance of Certain Covenants. Upon compliance with
certain conditions, we may omit to comply with certain
restrictive covenants contained in the indenture. Any omission
to comply with our obligations or covenants shall not constitute
a default or event of default with respect to any new notes. In
that event, you would lose the protection of these covenants,
but would gain the protection of having money and/or
U.S. government obligations set aside in trust to repay the
new notes. We may only defease any covenants if, among other
requirements:
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we deposit with the trustee money and/or U.S. government
obligations that, through the payment of interest and principal
in respect to such obligations, in accordance with their terms,
will provide money in an amount, as certified by an
officers certificate, sufficient to pay principal,
premium, if any, and any interest on and any mandatory sinking
fund payments in respect of the new notes on the dates such
payments are due; and |
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we deliver to the trustee an opinion of counsel or a ruling from
the United States Internal Revenue Service to the effect that
the holders of the new notes will not recognize income, gain or
loss, for United States federal income tax purposes, as a result
of the covenant defeasance. |
Limited Liability of Certain Persons
The indenture provides that none of our past, present or future
stockholders, incorporators, employees, officers or directors,
or of any successor corporation or any of our affiliates shall
have any personal liability in respect of our obligations under
the indenture or the new notes by reason of his, her or its
status as such stockholder, incorporator, employee, officer or
director.
Gaming Approvals
Restrictions on the transfer of the equity securities of the
corporate and/or registered Subsidiaries of MGM MIRAGE licensed
and/or registered in Nevada, and agreements not to encumber such
equity securities, in each case in respect of the new notes,
require the prior approval of the Nevada Gaming Commission in
order to be effective. A waiver of similar approvals was
obtained from the Mississippi Gaming Commission on
September 29, 2005, with respect to the restrictions and
agreements not to encumber the equity securities of the
corporate Subsidiaries of MGM MIRAGE licensed in Mississippi.
See Regulation and Licensing.
Compliance with Gaming Laws
Each holder of a new note, by accepting any new note, agrees to
be bound by the requirements imposed on holders of debt
securities of MGM MIRAGE by the gaming authority of any
jurisdiction in which MGM MIRAGE or any of its Subsidiaries
conducts or proposes to conduct gaming activities. For a
description of the regulatory requirements applicable to MGM
MIRAGE, see Regulation and Licensing herein.
Reports
So long as any new notes are outstanding, MGM MIRAGE will file
with the trustee under the indenture the supplementary and
periodic information, documents and reports which may be
required pursuant to Section 13 or Section 15(d) of
the Exchange Act with respect to securities listed and
registered on a national securities exchange as such rules and
regulations may require.
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Concerning the Trustee
If the trustee becomes a creditor of MGM MIRAGE, the indenture
limits its right to obtain payment of claims in certain cases,
or to realize on certain property received in respect of any
such claim as security or otherwise. The trustee will be
permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to
continue or resign.
The holders of a majority in aggregate principal amount of the
then outstanding notes will have the right to direct the time,
method and place of conducting any proceeding for exercising any
remedy available to the trustee, subject to certain exceptions.
The indenture provides that in case an Event of Default shall
occur and be continuing, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent
man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request
of any holder of such notes, unless such holder shall have
offered to the trustee security and indemnity satisfactory to it
against any loss, liability or expense.
Book-Entry; Delivery and Form
The new notes sold within the United States will initially be
issued in the form of one or more global notes. The global notes
will be deposited with, or on behalf of, The Depository Trust
Company (DTC) and registered in the name of DTC or
its nominee, which will be the global notes holder. Except as
set forth below, the global notes may be transferred, in whole
and not in part, only to DTC or another nominee of DTC.
Investors may hold their beneficial interests in the global
notes directly through DTC if they are participating
organizations or participants in such system or
indirectly through organizations that are participants in such
system.
Depository Procedures
DTC has advised MGM MIRAGE that DTC is a limited-purpose trust
company that was created to hold securities for its participants
and to facilitate the clearance and settlement of transactions
in such securities between participants through electronic
book-entry changes in accounts of its participants. The
participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other
organizations. Access to DTCs system is also available to
other entities such as banks, brokers, dealers and trust
companies, which we refer to as indirect
participants, that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities
held by or on behalf of DTC only through the participants or the
indirect participants.
MGM MIRAGE expects that pursuant to procedures established by
DTC:
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(i) upon deposit of the global notes, DTC will credit the
accounts of participants designated by the initial purchasers
with portions of the principal amount of the global
notes; and |
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(ii) ownership of the new notes evidenced by the global
notes will be shown on, and the transfer of ownership thereof
will be effected only through, records maintained by DTC (with
respect to the interests of the participants), the participants
and the indirect participants. |
Prospective purchasers are advised that the laws of some states
require that certain persons take physical delivery in
definitive form of securities that they own. Consequently, the
ability to transfer new notes evidenced by the global notes will
be limited to such extent.
So long as the global notes holder is the registered owner of
any new notes, the global notes holder will be considered the
sole holder under the indenture of any new notes evidenced by
the global notes. Beneficial owners of new notes evidenced by
the global notes will not be considered the owners or holders
thereof under the indenture for any purpose, including with
respect to the giving of any directions, instructions or
approvals to the trustee thereunder. Neither MGM MIRAGE nor the
trustee will have any responsibility or liability for any aspect
of the records of DTC or for maintaining, supervising or
reviewing any records of DTC relating to the new notes.
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Payments in respect of the principal of, premium, if any, and
interest on any new notes registered in the name of the global
notes holder on the applicable record date will be payable by
the trustee to or at the direction of the global notes holder in
its capacity as the registered holder under the indenture. Under
the terms of the indenture, MGM MIRAGE and the trustee may treat
the persons in whose names new notes, including the global
notes, are registered as the owners thereof for the purpose of
receiving such payments. Consequently, neither MGM MIRAGE nor
the trustee has or will have any responsibility or liability for
the payment of such amounts to beneficial owners of new notes.
MGM MIRAGE believes, however, that it is currently the policy of
DTC to immediately credit the accounts of the relevant
participants with such payments, in amounts proportionate to
their respective holdings of beneficial interests in the
relevant security as shown on the records of DTC. Payments by
the participants and the indirect participants to the beneficial
owners of new notes will be governed by standing instructions
and customary practice and will be the responsibility of the
participants or the indirect participants.
Investors may elect to hold their interests in the global notes
outside the United States through the accounts maintained by
Clearstream or Euroclear in DTC if they are participants in
those systems, or indirectly through organizations which are
participants in those systems. Clearstream and Euroclear will
hold interests on behalf of their participants through
customers securities accounts in Clearstreams and
Euroclears names on the books of their respective
depositaries which in turn will hold such positions in
customers accounts in the names of the nominees of the
depositaries on the books of DTC. All securities in Clearstream
or Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts.
Cross-market transfers between persons holding directly or
indirectly through DTC participants on the one hand and
Clearstream customers or Euroclear participants, on the other,
will be effected in DTC in accordance with DTCs rules on
behalf of the relevant European international clearing system by
the U.S. depositary for the system; however, those
cross-market transactions will require delivery by the
counterparty in the relevant European international clearing
system of instructions to that system in accordance with its
rules and procedures and within its established deadlines
(European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
for that system to take action to effect final settlement on its
behalf by delivering or receiving interests in the global notes
in DTC, and making or receiving payment in accordance with
normal procedures for same-day funds settlement applicable to
DTC. Clearstream customers and Euroclear participants may not
deliver instructions directly to DTC. Because of the time-zone
differences, credits of interests in the global notes received
in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities
settlement processing and will be credited the business day
following the DTC settlement date. Those credits or any
transactions in the global notes settled during that processing
will be reported to the relevant Clearstream customers or
Euroclear participants on that business day. Cash received in
Clearstream or Euroclear as a result of sales of interests in
global notes by or through a Clearstream customer or a Euroclear
participant to a DTC participant will be received with value on
the DTC settlement date but will be available in the relevant
Clearstream or Euroclear cash account only as of the business
day following the settlement in DTC.
The information in this section concerning DTC and its
book-entry system and concerning Clearstream and Euroclear and
the European clearing system has been obtained from sources that
we believe to be reliable, but we do not take responsibility for
its accuracy.
Certificated Securities
Subject to certain conditions, any person having a beneficial
interest in a global note may, upon request to the trustee,
exchange such beneficial interest for new notes in the form of
certificated securities. Upon any such issuance, the trustee is
required to register such certificated securities in the name
of, and cause the same to be delivered to, such person or
persons (or the nominee of any thereof). In addition, if:
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(i) MGM MIRAGE notifies the trustee in writing that DTC is
no longer willing or able to act as a depositary and MGM MIRAGE
is unable to locate a qualified successor within
90 days; or |
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(ii) MGM MIRAGE, at its option, notifies the trustee in
writing that it elects to cause the issuance of new notes in the
form of certificated securities under the indenture, then, upon
surrender by the global |
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notes holder of its global notes, new notes in such form will be
issued to each person that the global notes holder and DTC
identify as being the beneficial owner of the related new notes. |
Neither MGM MIRAGE nor the trustee will be liable for any delay
by the global notes holder or DTC in identifying the beneficial
owners of new notes and MGM MIRAGE and the trustee may
conclusively rely on, and will be protected in relying on,
instructions from the global notes holder or DTC for all
purposes.
Paying Agent and Registrar for the New Notes
The trustee will initially act as paying agent and registrar for
the new notes. MGM MIRAGE may change the paying agent or
registrar without prior notice to the holders of the new notes,
and MGM MIRAGE or any of its Subsidiaries may act as paying
agent or registrar.
Transfer and Exchange
A holder may transfer or exchange new notes in accordance with
the indenture. The registrar and the trustee may require a
holder, among other things, to furnish appropriate endorsements
and transfer documents and MGM MIRAGE may require a holder to
pay any taxes and fees required by law or permitted by the
indenture. MGM MIRAGE is not required to transfer or exchange
any note selected for redemption. Also, MGM MIRAGE is not
required to transfer or exchange any note for a period of
15 days before a selection of new notes to be redeemed.
The registered holder of a new note will be treated as the owner
of it for all purposes.
Certain Definitions
Set forth below are certain defined terms used in the indenture.
Reference is made to the indenture for a full disclosure of all
such terms, as well as any other capitalized terms used herein
for which no definition is provided.
Affiliate of any specified Person means any
other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified
Person. For the purposes of this definition, control
(including, with correlative meanings, the terms
controlling, controlled by and
under common control with) as used with respect to
any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the
ownership of voting securities, by agreement or otherwise.
Attributable Debt with respect to any Sale
and Lease-Back Transaction that is subject to the restrictions
described under Additional Covenants of MGM
MIRAGE Limitation on Sale and Lease-Back
Transactions means the present value of the minimum rental
payments called for during the terms of the lease (including any
period for which such lease has been extended), determined in
accordance with generally accepted accounting principles,
discounted at a rate that, at the inception of the lease, the
lessee would have incurred to borrow over a similar term the
funds necessary to purchase the leased assets.
Consolidated Net Tangible Assets means the
total amount of assets (including investments in Joint Ventures)
of MGM MIRAGE and its Subsidiaries (less applicable
depreciation, amortization and other valuation reserves) after
deducting therefrom (a) all current liabilities of MGM
MIRAGE and its Subsidiaries (excluding (i) the current
portion of long-term Indebtedness, (ii) intercompany
liabilities and (iii) any liabilities which are by their
terms renewable or extendible at the option of the obligor
thereon to a time more than 12 months from the time as of
which the amount thereof is being computed) and (b) all
goodwill, trade names, trademarks, patents, unamortized debt
discount and any other like intangibles, all as set forth on the
consolidated balance sheet of MGM MIRAGE for the most recently
completed fiscal quarter for which financial statements are
available and computed in accordance with generally accepted
accounting principles.
Credit Facility means the Fourth Amended and
Restated Loan Agreement, dated as of November 22, 2004,
among MGM MIRAGE, as Borrower and MGM Grand Detroit, LLC, as
Co-Borrower, the Banks,
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Syndication Agent, Documentation Agents and Co-Documentation
Agents therein named, and Bank of America, N.A., as
Administrative Agent (and their successors and assigns from time
to time party thereto), including any related notes, guarantees,
collateral documents, instruments and agreements executed in
connection therewith, in each case as amended, modified,
renewed, extended, refunded, replaced or refinanced from time to
time.
Excluded Subsidiary means MGM Grand Detroit,
LLC and its Subsidiaries (including MGM Grand Detroit II,
LLC), MGMM Insurance Company, Circus Circus Finance I,
Circus Circus Finance II, Circus Circus New Jersey, Inc.,
Go Vegas, Gold Strike Resorts, Inc., Jean Development North,
Lakeview Gaming Partnerships Joint Venture, Mandalay Vacation
Resorts, Inc., MBG Insurance, Inc., MGM MIRAGE Online, LLC, Pine
Hills Development II, Revive Partners, LLC, M3 Nevada
Insurance Company, other subsidiaries that may from time to time
become Excluded Subsidiaries under the indenture (if, among
other conditions, such other subsidiaries are not guarantors of
our other indebtedness and are not subject to any covenants in,
or liens securing, the Credit Facility or the Existing Senior
Notes), and MGM MIRAGEs non-U.S. Subsidiaries whose
only tangible assets are located in foreign nations and their
U.S. holding companies, provided such holding companies
have no other assets or operations and provided that, except for
MGM Grand Detroit, LLC to the extent of any amounts of proceeds
of borrowings under the Credit Facility made available to MGM
Grand Detroit, LLC, if any Excluded Subsidiary becomes subject
to the covenants in the Credit Facility applicable to the
Subsidiary Guarantors or grants any Liens to secure the Credit
Facility, or if any Excluded Subsidiary guarantees or grants any
Liens to secure any of the Existing Senior Notes, such Excluded
Subsidiary will thereafter not be an Excluded Subsidiary.
Existing Senior Notes means (i) MGM
MIRAGEs 6% senior notes due 2009 in the original
aggregate principal amount of $600 million, (ii) MGM
MIRAGEs 8.50% senior notes due 2010 in the original
aggregate principal amount of $850 million, (iii) MGM
MIRAGEs 5.875% senior notes due 2014 in the original
aggregate principal amount of $225 million, (iv) MGM
MIRAGEs 5.875% senior notes due 2014 in the original
aggregate principal amount of $300 million, (v) MGM
MIRAGEs 6.75% senior notes due 2012 in the original
aggregate principal amount of $550 million, (vi) MGM
MIRAGEs 6% senior notes due 2009 in the original
aggregate principal amount of $450 million, (vii) the
Mandalay Notes, and (viii) the Mirage Notes.
Funded Debt means all Indebtedness of MGM
MIRAGE or any Subsidiary Guarantor which (i) matures by its
terms on, or is renewable at the option of any obligor thereon
to, a date more than one year after the date of original
issuance of such Indebtedness and (ii) ranks at least pari
passu with the notes or the applicable Subsidiary Guarantee.
Incur means, with respect to any
Indebtedness, to incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that the accrual of interest shall not be
considered an Incurrence of Indebtedness.
Indebtedness of any Person means (i) any
indebtedness of such Person, contingent or otherwise, in respect
of borrowed money (whether or not the recourse of the lender is
to the whole of the assets of such Person or only to a portion
thereof), or evidenced by notes, bonds, debentures or similar
instruments or letters of credit, or representing the balance
deferred and unpaid of the purchase price of any property,
including any such indebtedness Incurred in connection with the
acquisition by such Person or any of its Subsidiaries of any
other business or entity, if and to the extent such indebtedness
would appear as a liability upon a balance sheet of such Person
prepared in accordance with generally accepted accounting
principles, including for such purpose obligations under capital
leases and (ii) any guarantee, endorsement (other than for
collection or deposit in the ordinary course of business),
discount with recourse, or any agreement (contingent or
otherwise) to purchase, repurchase or otherwise acquire or to
supply or advance funds with respect to, or to become liable
with respect to (directly or indirectly) any indebtedness,
obligation, liability or dividend of any Person, but shall not
include indebtedness or amounts owed for compensation to
employees, or for goods or materials purchased, or services
utilized, in the ordinary course of business of such Person. For
purposes of this definition of Indebtedness, a capitalized
lease shall be deemed to mean a lease of real or personal
property which, in accordance with generally accepted accounting
principles, is required to be capitalized.
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Joint Venture means any partnership,
corporation or other entity, in which up to and including 50% of
the partnership interests, outstanding voting stock or other
equity interests is owned, directly or indirectly, by MGM MIRAGE
and/or one or more of its Subsidiaries.
Lien means any mortgage, pledge,
hypothecation, assignment, deposit, arrangement, encumbrance,
security interest, lien (statutory or otherwise), or preference,
priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any
of the foregoing).
Mandalay Notes means (i) Mandalay Resort
Groups 6.375% Senior Notes due 2011 in the original
aggregate principal amount of $250 million;
(ii) Mandalay Resort Groups 6.50% Senior Notes
due 2009 in the original aggregate principal amount of
$250 million; (iii) Mandalay Resort Groups
9.50% Senior Notes due 2008 in the original aggregate
principal amount of $200 million; (iv) Mandalay Resort
Groups Floating Rate Convertible Senior Debentures due
2033 in the aggregate principal amount of $219.8 million;
(v) Mandalay Resort Groups 7% Debentures due
2036 in the original aggregate principal amount of
$150 million; (vi) Mandalay Resort Groups
6.7% Debentures due 2096 in the aggregate principal amount
of $4.3 million; and (vii) Mandalay Resort
Groups 6.45% Senior Notes due 2006 in the original
aggregate principal amount of $200 million.
Mirage Notes means (i) Mirage Resorts,
Incorporateds 7.25% notes due 2006 in the original
aggregate principal amount of $250 million,
(ii) Mirage Resorts, Incorporateds 6.75% notes
due 2007 in the original aggregate principal amount of
$200 million, (iii) Mirage Resorts,
Incorporateds 6.75% notes due 2008 in the original
aggregate principal amount of $200 million and
(iv) Mirage Resorts, Incorporateds
7.25% debentures due 2017 in the original aggregate
principal amount of $100 million.
Non-recourse Indebtedness means Indebtedness
the terms of which provide that the lenders claim for
repayment of such Indebtedness is limited solely to a claim
against the property which secures such Indebtedness.
Obligations means any principal, interest,
premium, if any, penalties, fees, indemnifications,
reimbursements, expenses, damages or other liabilities or
amounts payable under the documentation governing or otherwise
in respect of any Indebtedness.
Person means any individual, corporation,
limited liability company, partnership, joint venture,
association, joint-stock company, trust, estate, unincorporated
organization or government or any agency or political
subdivision thereof or any other entity.
Principal Property means any real estate or
other physical facility or depreciable asset or securities the
net book value of which on the date of determination exceeds the
greater of $25 million and 2% of Consolidated Net Tangible
Assets.
Sale and Lease-Back Transaction means any
arrangement with a person (other than MGM MIRAGE or any of its
Subsidiaries), or to which any such person is a party, providing
for the leasing to MGM MIRAGE or any of its Subsidiaries
for a period of more than three years of any Principal Property
which has been or is to be sold or transferred by MGM MIRAGE or
any of its Subsidiaries to such person, or to any other person
(other than MGM MIRAGE of any of its Subsidiaries) to which
funds have been or are to be advanced by such person on the
security of the leased property.
Subsidiary of any specified Person means any
corporation, partnership or limited liability company of which
at least a majority of the outstanding stock (or other equity
interests) having by the terms thereof ordinary voting power for
the election of directors (or the equivalent) of such Person
(irrespective of whether or not at the time stock (or other
equity interests) of any other class or classes of such Person
shall have or might have voting power by reason of the happening
of any contingency) is at the time directly or indirectly owned
by such Person, or by one or more other Subsidiaries, or by such
Person and one or more other Subsidiaries.
Treasury Securities mean any obligations
issued or guaranteed by the United States government or any
agency thereof.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary is a description of the material United
States federal income tax consequences relating to the exchange
for, and ownership and disposition of, the new notes to persons
who receive such new notes from us in the exchange offer. The
discussion is for general information only and does not consider
all aspects of federal income taxation that may be relevant to
the purchase, ownership and disposition of new notes by a holder
in light of such holders personal circumstances. In
particular, this discussion does not address the federal income
tax consequences of ownership of new notes by investors that do
not hold new notes as capital assets within the meaning of
Section 1221 of the Internal Revenue Code of 1986, as
amended (the Code), or the federal income tax
consequences to holders subject to special treatment under the
federal income tax laws, such as:
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dealers in securities or foreign currency; |
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tax-exempt investors; |
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partnerships or other pass-through entities; |
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United States expatriates; |
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regulated investment companies, banks, thrifts, insurance
companies or other financial institutions; |
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persons that hold the new notes as a position in a straddle or
as part of a synthetic security or hedge, conversion transaction
or other integrated investment; |
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persons that have a functional currency other than the
U.S. dollar; or |
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except to the extent discussed under
Non-U.S. Holders, beneficial owners of the new
notes that are not U.S. holders. |
Holders subject to the special circumstances described above may
be subject to tax rules that differ significantly from those
summarized below. As used in this discussion, you are a
U.S. holder of a new note if you are a
beneficial owner of new notes that is
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a citizen or resident of the United States; |
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a corporation (or other entity treated as a corporation for
United States federal income tax purposes) organized or created
in the United States or under the laws of the United States or
any political subdivision thereof; |
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an estate, the income of which is subject to federal income tax
regardless of its source; or |
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a trust (i) with respect to which a court within the United
States is able to exercise primary supervision over its
administration and one or more U.S. persons have the
authority to control all of the substantial decisions of the
trust, or (ii) that has a valid election in place to be
treated as a United States person. |
The term non-U.S. holder means a beneficial
owner of new notes that is not a U.S. holder. The treatment
of a partner in a partnership (or other entity treated as a
partnership for United States federal income tax purposes) that
holds new notes generally will depend on the status of the
partner and the activities of the partnership. Partners of
partnerships considering the purchase of the new notes should
consult their tax advisors.
This summary is based upon the Code, existing and proposed
Treasury Regulations promulgated thereunder, administrative
pronouncements and judicial decisions, all as in effect as of
the date hereof, and all of which are subject to change,
possibly on a retroactive basis, and any such change could
affect the continuing validity of this discussion. This
discussion does not address the effect of any applicable state,
local or foreign tax laws.
If you are considering the exchange for the new notes in the
exchange offer, you should consult your own tax advisor
regarding the application of United States federal income tax
laws, as well as the laws of any state, local or foreign taxing
jurisdiction, to your particular situation.
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U.S. Holders
The discussion below assumes that the new notes will be treated
as indebtedness for United States federal income tax purposes.
Stated Interest on the New Notes. Stated interest payable
on the new notes should be includible in your gross income when
accrued or received in accordance with your regular method of
accounting for United States federal income tax purposes. We
believe that stated interest on the new notes should represent
adequate stated interest within the meaning of the
original issue discount (OID) rules of the Code and
thus should not be subject to the special imputation of interest
rules for OID.
Exchange Offer. The exchange of an old note for an equal
principal amount of a new note pursuant to the exchange offer
should not constitute a taxable exchange for U.S. federal
income tax purposes. Consequently, you should not recognize any
gain or loss upon the receipt of a new note pursuant to the
exchange offer and should be required to include interest on the
new note in gross income for U.S. federal income tax
purposes in the manner and to the extent described above. Your
holding period for a new note will include the holding period
for the old note exchanged in the exchange offer, and your
initial basis in a new note will be the same as your adjusted
basis in the old note as of the time of the exchange. The
federal income tax consequences of holding and disposing of a
new note generally should be the same as the federal income tax
consequences of holding and disposing of an old note.
It is possible that the Internal Revenue Service
(IRS) could assert that the additional interest
payments we would be obligated to pay if we are not in
compliance with certain of our obligations under the
Registration Rights Agreement are contingent
payments for federal income tax purposes. See The
Exchange Offer Purpose and Effect; Registration
Rights. If so treated, the old notes and/or new notes, as
applicable, would be treated as contingent payment debt
instruments, and the timing and amount of income inclusion and
the character of income recognized may be different from the
consequences discussed herein. However, the contingent payment
debt regulations provide that, for purposes of determining
whether a debt instrument is a contingent payment debt
instrument, remote or incidental contingencies are ignored. We
believe that the possibility of the payment of liquidated
damages is remote and, accordingly, do not intend to treat the
old notes or the new notes as contingent debt instruments. There
can be no assurance, however, that the IRS will not successfully
challenge this position.
Sale or Redemption of the New Notes. Upon the sale,
redemption or retirement of a new note, you will recognize
taxable gain or loss equal to the difference between the amount
of cash or other property received (other than any amount
attributable to accrued but unpaid interest, which will be
taxable as such to the extent not already included in income)
and your adjusted tax basis in the new note (subject to
adjustment if the OID rules discussed above apply). Any gain or
loss you recognize upon a sale or disposition of a new note
generally will be capital gain or loss. This gain or loss will
be long-term capital gain or loss if your holding period for the
new note (including the holding period of the old note exchanged
in the exchange offer) exceeds one year.
Non-U.S. Holders
Interest on the New Notes. Under present
U.S. federal income tax law, and subject to the discussion
below concerning backup withholding, the payment by us or our
paying agent of principal or interest on a new note owned by a
non-U.S. holder will not be subject to U.S. federal
withholding tax, provided that:
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you do not actually or constructively own 10% or more of the
total combined voting power of all classes of our voting stock
within the meaning of Section 871(h)(3) of the Code and the
Treasury Regulations thereunder; |
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you are not a controlled foreign corporation that is related to
us through stock ownership; |
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you are not a bank holding the notes as loans made in the
ordinary course of business; and |
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you satisfy certain certification requirements (summarized
below). |
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In order to claim exemption from U.S. withholding tax on
payments of interest on your new notes, current Treasury
Regulations generally require that:
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you (or your agent) must deliver to the withholding agent an IRS
Form W-8BEN, signed by you or your agent on your behalf,
claiming exemption from withholding or a reduced rate of
withholding under an applicable tax treaty; or |
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if you hold your new notes through a securities clearing
organization or certain other financial institutions, the
organization or institution that holds your new notes must
provide a signed statement to the withholding agent that is
accompanied by an IRS Form W-8BEN provided by you to that
same organization or institution. |
Special rules apply to the certifications that must be provided
by entities like partnerships, estates, trusts and
intermediaries. You should consult your tax advisor regarding
the application of the U.S. withholding tax rules to your
particular circumstances.
In addition, interest on your new notes will not be subject to
U.S. federal withholding tax, but will be subject to
U.S. federal income tax, if:
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you are engaged in the conduct of a trade or business in the
United States; |
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interest income on your new notes is attributable to the conduct
of your trade or business in the United States (and, if a
permanent establishment clause in a tax treaty
applies, is attributable to your permanent establishment in the
United States); and |
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you have certified to the withholding agent (generally, we, or a
financial institution acting as our agent, will be the
withholding agent) on an IRS Form W-8ECI that you are
exempt from withholding tax because the interest income on your
new notes is effectively connected with the conduct of your
trade or business in the United States (and, if a
permanent establishment clause in a tax treaty
applies, you have not claimed the benefit of such treaty to
avoid having the interest be subject to U.S. federal income
tax). |
Sale of New Notes. If you sell or otherwise dispose of
your new notes in a transaction that is treated as a sale or
exchange for U.S. federal income tax purposes, you
generally will not be subject to U.S. federal income tax on
any gain you recognize on this transaction, unless:
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the gain is effectively connected with the conduct of your
U.S. trade or business in the United States, subject to an
applicable treaty providing otherwise; or |
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you are an individual who holds your new notes as capital assets
and are present in the U.S. for 183 days or more in
the year in which you disposed of your new notes and certain
other conditions are met. |
Information Reporting and Backup Withholding
You may be subject under certain circumstances to backup
withholding at a current rate of 28% (31% on payments made after
2010) with respect to payments on your new notes. Generally,
backup withholding will apply only if:
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you fail to provide your taxpayer identification number
(TIN) (which for an individual is the
individuals social security number) to the withholding
agent, or, in the case of a non-U.S. holder, you fail to
provide a required certification that you are not a United
States person; |
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you provide an incorrect TIN; |
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you are notified by the IRS that you have failed to properly
report payments of interest and dividends and the IRS has
notified us that you are subject to backup withholding; or |
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you fail, under certain circumstances, to provide the
withholding agent with a certified statement, signed under
penalty of perjury, that the TIN you provided is your correct
TIN and that you are not subject to backup withholding. |
Certain taxpayers, including corporations, generally are exempt
from backup withholding. In addition, payment of proceeds from a
sale or other taxable disposition by a non-U.S. holder
through a broker is not subject to backup withholding if the
broker does not have certain connections with the United States
as provided in the applicable Treasury Regulations. Backup
withholding is not an additional tax. Any amount withheld from a
payment to you under the backup withholding rules is allowable
as a refund or credit against your U.S. federal income tax
liability, provided that the required information is timely
furnished to the IRS. You should consult your tax advisor
regarding qualifications for exemption from backup withholding
and the procedure for obtaining such an exemption.
TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE
CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT:
(A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
REGISTRATION STATEMENT IS NOT INTENDED OR WRITTEN BY US TO BE
RELIED UPON, AND CANNOT BE RELIED UPON BY HOLDERS FOR THE
PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS
UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS
WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE
TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
PARTICULAR U.S. FEDERAL INCOME TAX ADVISORS WITH RESPECT TO
THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM
OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE NOTES AND
THE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER
U.S. FEDERAL TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES
IN TAX LAWS.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new notes for its own account
as a result of market-making activities or other trading
activities in connection with the exchange offer must
acknowledge that it will deliver a prospectus in connection with
any resale of new notes. This prospectus, as it may be amended
or supplemented from time to time, may be used by a
broker-dealer in connection with resales of new notes received
in exchange for old notes where such old notes were acquired as
a result of market-making activities or other trading activities.
We will receive no proceeds in connection with the exchange
offer or any sale of new notes by broker-dealers. New notes
received by broker-dealers for their own account pursuant to the
exchange offer may be sold from time to time in one or more
transactions:
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in the over-the-counter market; |
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in negotiated transactions; |
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through the writing of options on the new notes; or |
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a combination of these methods of resale, |
at market prices prevailing at the time of resale, at prices
related to prevailing market prices, or at negotiated prices.
Any such resale may be made directly to purchasers or to or
through brokers or dealers that may receive compensation in the
form of commissions or concessions from the broker-dealers or
the purchasers of any new notes. Any broker-dealer that resells
new notes that were received by it for its own account pursuant
to the exchange offer and any broker or dealer that participates
in a distribution of new notes may be deemed to be an
underwriter within the meaning of the Securities
Act, and any profit on any resale of new notes and any
commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act.
The letter of transmittal states that by acknowledging that it
will deliver, and by delivering, a prospectus, a broker-dealer
will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.
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LEGAL MATTERS
The validity of the new notes offered hereby will be passed upon
for us by Christensen, Miller, Fink, Jacobs, Glaser,
Weil & Shapiro, LLP, Los Angeles, California and by
Lionel Sawyer & Collins, Las Vegas, Nevada. Terry N.
Christensen, a partner of Christensen, Miller, Fink, Jacobs,
Glaser, Weil & Shapiro, LLP, and Gary N. Jacobs, who is
of counsel to that firm, are members of our board of directors,
and Mr. Jacobs is also Executive Vice President, General
Counsel and Secretary of MGM MIRAGE. They and other attorneys in
that firm beneficially own an aggregate of approximately
865,000 shares of our common stock.
EXPERTS
The audited consolidated financial statements and schedule of
MGM MIRAGE as of December 31, 2004 and 2003 and for each of
the three years in the period ended December 31, 2004, and
managements report on the effectiveness of internal
control over financial reporting as of December 31, 2004,
incorporated by reference in this prospectus, have been audited
by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The audited consolidated financial statements of Mandalay Resort
Group as of January 31, 2005 and 2004 and for each of the
three years in the period ended January 31, 2005, and
managements report on the effectiveness of internal
control over financial reporting as of January 31, 2005,
incorporated by reference in this prospectus, have been audited
by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are
incorporated herein by reference, which reports (1) express
an unqualified opinion on the financial statements and financial
statement schedule and include an explanatory paragraph relating
to Mandalay Resort Groups adoption of Statement of
Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets, (2) express an
unqualified opinion on managements assessment regarding
the effectiveness of internal control over financial reporting,
and (3) express an unqualified opinion on the effectiveness
of internal control over financial reporting, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
The audited financial statements of Elgin Riverboat
Resort-Riverboat Casino as of December 31, 2004 and 2003
and for the years then ended, incorporated by reference in this
prospectus from Mandalay Resort Groups Annual Report on
Form 10-K for the year ended January 31, 2005, have
been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report,
which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
The audited financial statements of Elgin Riverboat
Resort-Riverboat Casino for the year ended December 31,
2002, incorporated by reference in this prospectus, have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
70
6.625% Senior
Notes due 2015
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 20. |
Indemnification of Directors and Officers. |
Section 145 of the General Corporation Law of the State of
Delaware provides that a Delaware corporation may indemnify any
person against expenses, judgments, fines and amounts paid in
settlements actually and reasonably incurred by any such person
in connection with a threatened, pending or completed action,
suit or proceeding, other than an action, suit or proceeding in
the name of the corporation, in which he is involved by reason
of the fact that he is or was a director, officer, employee or
agent of such corporation, provided that (i) he acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful. If
the action or suit is by or in the name of the corporation, the
corporation may indemnify any such person against expenses
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in the best
interests of the corporation, except that no indemnification may
be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation,
unless and only to the extent that the Delaware Court of
Chancery or the court in which the action or suit is brought
determines upon application that, despite the adjudication of
the liability but in light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for
such expense as the court deems proper.
Article II, Section 12 of the Bylaws of MGM MIRAGE
provides for indemnification of persons to the extent permitted
by the Delaware General Corporation Law.
In accordance with Section 102(b)(7) of the Delaware Law,
the Certificate of Incorporation, as amended, of MGM MIRAGE
limits the personal liability of its directors for violations of
their fiduciary duty. The Certificate of Incorporation
eliminates each directors liability to MGM MIRAGE or its
stockholders for monetary damages except (i) for any breach
of the directors duty of loyalty to MGM MIRAGE or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii) under the section of the Delaware law
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 effect of this provision is to
eliminate the personal liability of directors for monetary
damages for actions involving a breach of their fiduciary duty
of care, including any such actions involving gross negligence.
This provision will not, however, limit in any way the liability
of directors for violations of the Federal securities laws.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling MGM MIRAGE pursuant to the foregoing
provisions, MGM MIRAGE has been informed that in the opinion of
the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
(a)
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Exhibit |
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Number |
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Description |
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2 |
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Agreement and Plan of Merger, dated as of June 15, 2004,
among MGM MIRAGE, Mandalay Resort Group and MGM MIRAGE
Acquisition Co. #61, a wholly owned subsidiary of
MGM MIRAGE.(1) |
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4 |
.1 |
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Indenture, dated as of June 20, 2005, among MGM MIRAGE, the
subsidiary guarantors named therein and U.S. Bank National
Association, as Trustee.(2) |
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4 |
.2 |
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First Supplemental Indenture, dated as of September 9, 2005
among MGM MIRAGE, the subsidiary guarantors named therein
and U.S. Bank National Association, as Trustee.(3) |
II-1
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Exhibit |
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Number |
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Description |
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4 |
.3 |
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Registration Rights Agreement, dated as of September 9,
2005, among MGM MIRAGE, the subsidiary guarantors named therein
and Morgan Stanley & Co. Incorporated on behalf of
itself and as representative of the other initial purchasers.(3) |
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5 |
.1 |
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Legal opinion of Lionel Sawyer & Collins.* |
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5 |
.2 |
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Legal opinion of Christensen, Miller, Fink, Jacobs, Glaser,
Weil & Shapiro, LLP.* |
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12 |
.1 |
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Computation of ratio of earnings to fixed charges for MGM
MIRAGE.(4) |
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12 |
.2 |
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Computation of ratio of earnings to fixed charges for Mandalay
Resort Group.(4) |
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23 |
.1 |
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Consent of Lionel Sawyer & Collins (contained in
Exhibit 5.1).* |
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23 |
.2 |
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Consent of Christensen, Miller, Fink, Jacobs, Glaser,
Weil & Shapiro, LLP (contained in Exhibit 5.2).* |
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23 |
.3 |
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Consent of Deloitte & Touche LLP related to the
Registrants consolidated financial statements.* |
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23 |
.4 |
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Consent of Deloitte & Touche LLP related to the
consolidated financial statements of Mandalay Resort Group.* |
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23 |
.5 |
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Consent of Deloitte & Touche LLP related to the
financial statements of Elgin Riverboat Resort-Riverboat Casino.* |
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23 |
.6 |
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Consent of PricewaterhouseCoopers LLP related to the financial
statements of Elgin Riverboat Resort-Riverboat Casino.* |
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24 |
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Power of Attorney (contained in the signature pages to this
Registration Statement).* |
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25 |
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Form T-1 Statement of eligibility under the Trust Indenture
Act of 1939 of U.S. Bank National Association.(4) |
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99 |
.1 |
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Form of Letter of Transmittal.* |
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99 |
.2 |
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Form of Notice of Guaranteed Delivery.* |
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(1) |
Filed as an exhibit to MGM MIRAGEs Current Report on
Form 8-K, dated June 15, 2004
(File No. 1-10362) and incorporated herein by
reference. |
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(2) |
Filed as an exhibit to MGM MIRAGEs Current Report on
Form 8-K, dated June 20, 2005
(File No. 1-10362) and incorporated herein by
reference. |
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(3) |
Filed as an exhibit to MGM MIRAGEs Current Report on
Form 8-K, dated September 9, 2005
(File No. 1-10362) and incorporated herein by
reference. |
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(4) |
Filed as an exhibit to MGM MIRAGEs Registration Statement
on Form S-4, in connection with the registered offering of
our $500 million 6.625% senior notes due 2015, (File
No. )
filed as of the date hereof and incorporated herein by reference. |
Each of the undersigned registrants hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: |
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(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act; |
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(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; |
II-2
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(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement; |
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provided, however, that the undertakings set forth in
clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by us pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement. |
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(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof. |
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(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
Each of the undersigned registrants hereby undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of its annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of any of the registrants, pursuant to the
foregoing provisions, or otherwise, each of the undersigned
registrants has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by such registrant of expenses incurred or paid
by a director, officer or controlling person of such registrant
in the successful defense of any action, suit or proceeding) is
asserted by any such director, officer or controlling person in
connection with the securities being registered, the
corresponding registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether or not such indemnification is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
Each of the undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of
this Form, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
Each of the undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
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J. Terrence Lanni |
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Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
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Date |
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/s/ J. Terrence Lanni
J.
Terrence Lanni |
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Chief Executive Officer and Chairman of the Board (Principal
Executive Officer) |
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October 17, 2005 |
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/s/ James J. Murren
James
J. Murren |
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Chief Financial Officer, Treasurer and Director (Principal
Financial and Accounting Officer) |
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October 17, 2005 |
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/s/ James D. Aljian
James
D. Aljian |
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Director |
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October 17, 2005 |
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/s/ Robert H. Baldwin
Robert
H. Baldwin |
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Director |
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October 17, 2005 |
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/s/ Terry Christensen
Terry
Christensen |
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Director |
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October 17, 2005 |
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/s/ Willie D. Davis
Willie
D. Davis |
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Director |
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October 17, 2005 |
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/s/ Alexander M.
Haig, Jr.
Alexander
M. Haig, Jr. |
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Director |
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October 17, 2005 |
II-4
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Signature |
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Title |
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Date |
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/s/ Alexis Herman
Alexis
Herman |
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Director |
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October 17, 2005 |
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/s/ Roland Hernandez
Roland
Hernandez |
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Director |
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October 17, 2005 |
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/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director |
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October 17, 2005 |
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/s/ Kirk Kerkorian
Kirk
Kerkorian |
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Director |
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October 17, 2005 |
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/s/ Rose McKinney-James
Rose
McKinney-James |
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Director |
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October 17, 2005 |
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/s/ Ronald M. Popeil
Ronald
M. Popeil |
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Director |
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October 17, 2005 |
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/s/ John T. Redmond
John
T. Redmond |
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Director |
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October 17, 2005 |
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/s/ Daniel M. Wade
Daniel
M. Wade |
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Director |
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October 17, 2005 |
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/s/ Melvin B. Wolzinger
Melvin
B. Wolzinger |
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Director |
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October 17, 2005 |
II-5
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
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CIRCUS CIRCUS CASINOS, INC. |
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CIRCUS CIRCUS MISSISSIPPI, INC. |
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COLORADO BELLE CORP. |
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DIAMOND GOLD, INC. |
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EDGEWATER HOTEL CORPORATION |
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GALLEON, INC. |
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GOLD STRIKE AVIATION INCORPORATED |
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GOLDSTRIKE FINANCE COMPANY, INC. |
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GOLDSTRIKE INVESTMENTS, |
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INCORPORATED |
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LAST CHANCE INVESTMENTS, |
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INCORPORATED |
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MANDALAY MARKETING AND EVENTS |
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MANDALAY PLACE |
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MANDALAY RESORT GROUP |
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M.S.E. INVESTMENTS, INCORPORATED |
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MGM GRAND RESORTS DEVELOPMENT |
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MGM GRAND CONDOMINIUMS II, LLC |
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MGM GRAND CONDOMINIUMS III, LLC |
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MMNY LAND COMPANY, INC. |
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MRG VEGAS PORTAL, INC. |
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OASIS DEVELOPMENT COMPANY, INC. |
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PLANE TRUTH, LLC |
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RAMPARTS INTERNATIONAL |
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SLOTS-A-FUN, INC. |
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J. Terrence Lanni |
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President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-6
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
|
Date |
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/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
President and Chairman of the Board (Principal Executive Officer) |
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October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director (Principal Financial and Accounting
Officer) |
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October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director |
|
October 17, 2005 |
II-7
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
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AC HOLDING CORP. |
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AC HOLDING CORP. II |
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THE APRIL COOK COMPANIES |
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BEAU RIVAGE DISTRIBUTION CORP. |
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BUNGALOW, INC. |
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COUNTRY STAR LAS VEGAS, LLC |
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LV CONCRETE CORP. |
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MAC, CORP. |
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MGM MIRAGE ADVERTISING, INC. |
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MGM MIRAGE AVIATION CORP. |
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MGM MIRAGE CORPORATE SERVICES |
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MGM MIRAGE MANUFACTURING CORP. |
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MH, INC. |
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M.I.R. TRAVEL |
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MIRAGE LAUNDRY SERVICES CORP. |
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MIRAGE LEASING CORP. |
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MIRAGE RESORTS, INCORPORATED |
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MRGS CORP. |
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RESTAURANT VENTURES OF NEVADA, INC. |
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VIDIAD |
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By: |
/s/ Robert H. Baldwin
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Robert H. Baldwin |
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President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-8
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
|
Date |
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/s/ Robert H. Baldwin
Robert
H. Baldwin |
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President (Principal Executive Officer) |
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October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director (Principal Financial and Accounting
Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director |
|
October 17, 2005 |
II-9
Pursuant to the requirements of the Securities Act of 1933, as
amended, Beau Rivage Resorts, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
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BEAU RIVAGE RESORTS, INC. |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ George Corchis
George
Corchis |
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President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Courtney Wenleder
Courtney
Wenleder |
|
Vice President, Chief Financial Officer and Assistant Treasurer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director |
|
October 17, 2005 |
II-10
Pursuant to the requirements of the Securities Act of 1933, as
amended, Bellagio, LLC has duly caused this registration
statement to be signed on each of their behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
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|
|
William McBeath |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ William McBeath
William
McBeath |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Jon Corchis
Jon
Corchis |
|
Senior Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-11
Pursuant to the requirements of the Securities Act of 1933, as
amended, Bellagio II, LLC and Project CC, LLC have
duly caused this registration statement to be signed on each of
their behalf by the undersigned, thereunto duly authorized, in
the City of Las Vegas, State of Nevada on October 17, 2005.
|
|
|
BELLAGIO II, LLC |
|
PROJECT CC, LLC |
|
|
|
|
By: |
/s/ Robert H. Baldwin
|
|
|
|
|
|
Robert H. Baldwin |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Robert H. Baldwin
Robert
H. Baldwin |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Chris Nordling
Chris
Nordling |
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-12
Pursuant to the requirements of the Securities Act of 1933, as
amended, Boardwalk Casino, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
|
By: |
/s/ Forrest J. Woodward
|
|
|
|
|
|
Forrest J. Woodward |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Forrest J. Woodward
Forrest
J. Woodward |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-13
Pursuant to the requirements of the Securities Act of 1933, as
amended, Destron, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
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|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Robert V. Moon
Robert
V. Moon |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-14
Pursuant to the requirements of the Securities Act of 1933, as
amended, Grand Laundry, Inc. and MGM Grand Condominiums, LLC
have duly caused this registration statement to be signed on
each of their behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
|
|
|
GRAND LAUNDRY, INC. |
|
MGM GRAND CONDOMINIUMS, LLC |
|
|
|
|
|
Gamal Abdelaziz |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Gamal Abdelaziz
Gamal
Abdelaziz |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Corey Sanders
Corey
Sanders |
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-15
Pursuant to the requirements of the Securities Act of 1933, as
amended, Mandalay Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
|
|
|
|
By: |
/s/ William Hornbuckle
|
|
|
|
|
|
William Hornbuckle |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ William Hornbuckle
William
Hornbuckle |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Carlos Castro
Carlos
Castro |
|
Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-16
Pursuant to the requirements of the Securities Act of 1933, as
amended, Metropolitan Marketing, LLC, New York-New York
Hotel & Casino, LLC, and New York-New York Tower, LLC
have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, State of Nevada on October 17, 2005.
|
|
|
METROPOLITAN MARKETING, LLC
NEW YORK-NEW YORK HOTEL &
CASINO, LLC
NEW YORK-NEW YORK TOWER, LLC |
|
|
|
|
By: |
/s/ Lorenzo Creighton
|
|
|
|
|
|
Lorenzo Creighton |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Lorenzo Creighton
Lorenzo
Creighton |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ William Boasberg
William
Boasberg |
|
Vice PresidentFinance and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-17
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Atlantic City, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
MGM GRAND ATLANTIC CITY, INC. |
|
|
|
|
|
James J. Murren |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ James J. Murren
James
J. Murren |
|
President and Director
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Kenneth A. Rosevear
Kenneth
A. Rosevear |
|
Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-18
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Detroit, Inc., New PRMA Las Vegas, Inc. and
PRMA, LLC have duly caused this registration statement to be
signed on each of their behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
|
|
|
MGM GRAND DETROIT, INC. |
|
NEW PRMA LAS VEGAS, INC. |
|
PRMA, LLC |
|
|
|
|
|
John T. Redmond |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ John T. Redmond
John
T. Redmond |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-19
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Hotel, LLC has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
|
|
|
|
|
Gamal Abdelaziz |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Gamal Abdelaziz
Gamal
Abdelaziz |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ John Shigley
John
Shigley |
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-20
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand New York, LLC has duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
|
|
John T. Redmond |
|
Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ John T. Redmond
John
T. Redmond |
|
Chief Executive Officer
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-21
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM Grand Resorts, LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
|
|
John T. Redmond |
|
President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ John T. Redmond
John
T. Redmond |
|
President and Chief Executive Officer (Principal Executive
Officer) |
|
October 17, 2005 |
|
/s/ Corey Sanders
Corey
Sanders |
|
Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-22
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Aircraft Holdings LLC has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
MGM MIRAGE AIRCRAFT HOLDINGS LLC |
|
|
|
James J. Murren |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ James J. Murren
James
J. Murren |
|
President, Treasurer and Director (Principal Executive
Officer & Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-23
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Design Group has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
|
|
William R. Smith |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
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|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ William R. Smith
William
R. Smith |
|
President (Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Blair Stanert
Blair
Stanert |
|
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-24
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Development, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
MGM MIRAGE DEVELOPMENT, INC. |
|
|
|
|
By: |
/s/ Kenneth A. Rosevear
|
|
|
|
|
|
Kenneth A. Rosevear |
|
President and Chief Operating Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Kenneth A. Rosevear
Kenneth
A. Rosevear |
|
President and Chief Operating Officer
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-25
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Entertainment and Sports has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
MGM MIRAGE ENTERTAINMENT AND SPORTS |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Richard Sturm
Richard
Sturm |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-26
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE International has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
|
By: |
/s/ Albert
Faccinto, Jr.
|
|
|
|
|
|
Albert Faccinto, Jr. |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Albert
Faccinto, Jr.
Albert
Faccinto, Jr. |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-27
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Operations, Inc. has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
|
|
|
MGM MIRAGE OPERATIONS, INC. |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
President and Director
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
II-28
Pursuant to the requirements of the Securities Act of 1933, as
amended, MGM MIRAGE Retail has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Frank Visconti
Frank
Visconti |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Dave Soulliere
Dave
Soulliere |
|
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-29
Pursuant to the requirements of the Securities Act of 1933, as
amended, The Mirage Casino-Hotel has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Scott Sibella
Scott
Sibella |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Michael A. Longi
Michael
A. Longi |
|
Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-30
Pursuant to the requirements of the Securities Act of 1933, as
amended, New Castle Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Renee West
Renee
West |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Sheri Cherubino
Sheri
Cherubino |
|
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-31
Pursuant to the requirements of the Securities Act of 1933, as
amended, The Primadonna Company, LLC and PRMA Land Development
Company have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
|
|
|
THE PRIMADONNA COMPANY, LLC |
|
PRMA LAND DEVELOPMENT COMPANY |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Michael Puggi
Michael
Puggi |
|
President
(Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Paul Roshetko
Paul
Roshetko |
|
Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-32
Pursuant to the requirements of the Securities Act of 1933, as
amended, Ramparts, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
|
|
|
|
|
Felix Rappaport |
|
President |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Felix Rappaport
Felix
Rappaport |
|
President (Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Yvette Harris
Yvette
Harris |
|
Vice President and Chief
Financial Officer (Principal Financial and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-33
Pursuant to the requirements of the Securities Act of 1933, as
amended, Treasure Island Corp. has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 17, 2005.
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ Tom Mikulich
Tom
Mikulich |
|
President (Principal Executive Officer) |
|
October 17, 2005 |
|
/s/ Jay Kulesza
Jay
Kulesza |
|
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer) |
|
October 17, 2005 |
|
/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
Chairman of the Board |
|
October 17, 2005 |
|
/s/ James J. Murren
James
J. Murren |
|
Director |
|
October 17, 2005 |
|
/s/ Gary N. Jacobs
Gary
N. Jacobs |
|
Director |
|
October 17, 2005 |
II-34
Pursuant to the requirements of the Securities Act of 1933, as
amended, Railroad Pass Investment Group and Jean Development
Company have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
|
|
|
RAILROAD PASS INVESTMENT GROUP |
|
|
|
|
By: |
MSE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
MSE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
|
|
|
|
By: |
/s/ J. Terrence Lanni
|
|
|
|
|
|
J. Terrence Lanni |
|
President of each General Partner of |
|
Railroad Pass Investment Group and Jean Development
Company |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-35
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
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Date |
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/s/ J. Terrence Lanni
J.
Terrence Lanni |
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President and Chairman of the Board of each General Partner of
Railroad Pass Investment Group and Jean Development Company
(Principal Executive Officer) |
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October 17, 2005 |
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/s/ James J. Murren
James
J. Murren |
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Treasurer and Director of each General Partner of Railroad Pass
Investment Group and Jean Development Company
(Principal Financial and Accounting Officer) |
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October 17, 2005 |
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/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director of each General Partner of Railroad Pass Investment
Group and Jean Development Company |
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October 17, 2005 |
II-36
Pursuant to the requirements of the Securities Act of 1933, as
amended, the entities listed below have duly caused this
registration statement to be signed on each of their behalf by
the undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
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By: |
MSE INVESTMENTS, INCORPORATED |
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By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
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By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
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General Partner |
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NEVADA LANDING PARTNERSHIP |
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By: |
MSE INVESTMENTS, INCORPORATED |
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By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
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By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
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General Partner |
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GOLD STRIKE L.V. |
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By: |
MSE INVESTMENTS, INCORPORATED |
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By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
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By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
II-37
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By: |
/s/
J. Terrence Lanni
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J. Terrence Lanni |
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President of each General Partner of Jean Development West,
Nevada Landing Partnership and Gold Strike L.V. |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
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Date |
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/s/ J. Terrence Lanni
J.
Terrence Lanni |
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President and Chairman of the Board of each General Partner of
Jean Development West, Nevada Landing Partnership and Gold
Strike L.V. (Principal Executive Officer) |
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October 17, 2005 |
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/s/ James J. Murren
James
J. Murren |
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Treasurer and Director of each General Partner of Jean
Development West, Nevada Landing Partnership and Gold Strike
L.V. (Principal Financial and Accounting Officer) |
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October 17, 2005 |
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/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director of each General Partner of Jean Development West,
Nevada Landing Partnership and Gold Strike L.V. |
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October 17, 2005 |
II-38
Pursuant to the requirements of the Securities Act of 1933, as
amended, Jean Fuel Company West and Gold Strike Fuel Company
have duly caused this registration statement to be signed on
each of their behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada on
October 17, 2005.
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By: |
MSE INVESTMENTS, INCORPORATED |
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By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
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By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
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By: |
OASIS DEVELOPMENT COMPANY, INC. |
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General Partner |
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GOLD STRIKE FUEL COMPANY |
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By: |
MSE INVESTMENTS, INCORPORATED |
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By: |
LAST CHANCE INVESTMENTS, INCORPORATED |
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By: |
GOLDSTRIKE INVESTMENTS, INCORPORATED |
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By: |
OASIS DEVELOPMENT COMPANY, INC. |
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By: |
/s/ J. Terrence Lanni
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J. Terrence Lanni |
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President of each General Partner of Jean Fuel Company West
and Gold Strike Fuel Company |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James J. Murren,
Gary N. Jacobs and Bryan L. Wright their true and lawful
attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and any additional
Registration Statements pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their
substitution or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-39
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date
indicated.
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Signature |
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Title |
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Date |
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/s/ J. Terrence Lanni
J.
Terrence Lanni |
|
President and Chairman of the Board of each General Partner of
Jean Fuel Company West and Gold Strike Fuel Company
(Principal Executive Officer) |
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October 17, 2005 |
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/s/ James J. Murren
James
J. Murren |
|
Treasurer and Director of each General Partner of Jean Fuel
Company West and Gold Strike Fuel Company
(Principal Financial and Accounting Officer) |
|
October 17, 2005 |
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/s/ Gary N. Jacobs
Gary
N. Jacobs |
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Director of each General Partner of Jean Fuel Company West and
Gold Strike Fuel Company |
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October 17, 2005 |
II-40
Pursuant to the requirements of the Securities Act of 1933, as
amended, Victoria Partners has duly caused this registration
statement to be signed on each of their behalf by the
undersigned, thereunto duly authorized, in the City of Las
Vegas, State of Nevada on October 17, 2005.
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VICTORIA PARTNERS |
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By: MRGS CORP. |
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General Partner |
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By: |
/s/ J. Terrence Lanni
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J. Terrence Lanni |
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President |
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INCORPORATED |
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General Partner |
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By: |
LAST CHANCE INVESTMENTS, |
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INCORPORATED |
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General Partner |
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By: |
GOLDSTRIKE INVESTMENTS, |
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INCORPORATED |
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General Partner |
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By: |
/s/ J. Terrence Lanni
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