MIRAGE RESORTS INC
8-K/A, 1994-05-24
MISCELLANEOUS AMUSEMENT & RECREATION
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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                    FORM 8-K/A     

                            AMENDMENT NO. 1 TO FORM 8-K     

                                   CURRENT REPORT


                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


     Date of Report  (Date of  earliest event  reported) April  29, 1994



                            MIRAGE RESORTS, INCORPORATED
___________________________________________________________________________
               (Exact name of Registrant as specified in its charter)


       Nevada                         1-6697                88-0058016
__________________________       _____________         ____________________
(State or other juris-           (Commission           (IRS Employer
 diction of incorporation)        File Number)          Identification No.)


3400 Las Vegas Boulevard South, Las Vegas, Nevada              89109
____________________________________________________________________________
(Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including  area code:  (702)  791-7111



____________________________________________________________________________
   (Former name or former address, if changed since last report)



<PAGE>

            

        Item 7.     Financial Statements and Exhibits.
                    __________________________________

            (c)     Exhibits.
                    _________

                    16.  Letter  from   Coopers  &   Lybrand  re   change  in
                         certifying accountant.     










                                          2


<PAGE>


                             SIGNATURES

    Pursuant to the requirements of the  Securities  Exchange  Act of
 1934, the  Registrant  has duly caused this     amendment      to be
 signed on its behalf by the undersigned, thereunto duly authorized. 


                                    MIRAGE RESORTS, INCORPORATED
                                            (Registrant)


Date:  May     23     , 1994        By:   DANIEL R. LEE
                                          ___________________________________
                                          Senior Vice President-Finance and
                                          Development, Chief Financial
                                          Officer and Treasurer












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<TABLE>
<CAPTION>

          <S>            <C>                               <C>                           <C>

          COOPERS        certified public accountants      350 South Grand Avenue        telephone (213) 356-6000
          & LYBRAND                                        Post Office Box 17919         facsimile (213) 356-6363
                                                           Los Angeles, Ca 90071-3405

</TABLE>

          May 19, 1994



          Securities and Exchange Commission
          450 - 5th Street, N.W.
          Washington, D.C.   20549

          Gentlemen:

          We have read the statements made by Mirage Resorts,  Incorporated
          (copy  attached),  which  we   understand  was  filed  with   the
          Commission, pursuant  to Item  4  of Form  8-K,  as part  of  the
          Company's Form 8-K report dated April 29, 1994.  We do not  agree
          with the  statements  concerning  our  Firm  in  such  Form  8-K.
          Disagreements with  the Company  relating to  matters that  would
          have led  to reference  thereto in  our report  on the  financial
          statements for the year ended December 31, 1993, if such  matters
          had not been resolved to our satisfaction follow:

            Coopers & Lybrand  and Company  management had  a disagreement
            concerning the need to contact the staff of the Securities and
            Exchange  Commission  (SEC)  in  order  to   ensure  that  its
            accounting treatment for preopening costs was not in violation
            of guidance previously provided to the Company by the staff.

            On April 1, 1994, prior to filing its Form  10-K, the Company,
            at our insistence, contacted the SEC staff.   This resulted in
            acceptance of the Company's proposed treatment.   As such, the
            disagreement was resolved to Coopers & Lybrand's satisfaction.

            This matter was discussed with the Company's Audit Committee.

          Very truly yours,

          COOPERS & LYBRAND


          Coopers & Lybrand







          Coopers  &  Lybrand  is  a  member  firm  of  Coopers  &  Lybrand
          (International) 


                                     EXHIBIT 16 


<PAGE>


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                      FORM 8-K

                                   CURRENT REPORT


                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934


    Date of Report  (Date of  earliest event  reported) April  29, 1994



                            MIRAGE RESORTS, INCORPORATED
_____________________________________________________________________________
               (Exact name of Registrant as specified in its charter)


     Nevada                        1-6697                      88-0058016
__________________________       _____________           ____________________
 State or other juris-           (Commission             (IRS Employer
 diction of incorporation)        File Number)            Identification No.)



 3400 Las Vegas Boulevard South, Las Vegas, Nevada                 89109
_____________________________________________________________________________
 (Address of principal executive offices)                        (Zip Code)


  Registrant's telephone number, including  area code:  (702)  791-7111


_____________________________________________________________________________
        (Former name or former address, if changed since last report)







<PAGE>


        Item 4.  Changes in Registrant's Certifying Accountant.
                 ______________________________________________

                 On April 29,  1994, the  Registrant dismissed  its former
                 independent accountants, Coopers  & Lybrand  ("C&L"), and
                 replaced it  with  Arthur Andersen  &  Co.  ("AA").   The
                 decision  to  change  independent  accountants  was  made
                 following a review of competitive  proposals submitted by
                 C&L, AA and other major public  accounting firms, and was
                 approved by the Audit Committee of the Registrant's Board
                 of Directors.

                 C&L's reports on the  Registrant's consolidated financial
                 statements for 1992 and  1993 did not contain  an adverse
                 opinion  or  a  disclaimer  of  opinion,   and  were  not
                 qualified or modified as  to uncertainty, audit  scope or
                 accounting principles.    During 1992  and  1993 and  the
                 period from January 1, 1994 through April 29, 1994, there
                 were no disagreements between  the Registrant and  C&L on
                 any  matter  of   accounting  principles   or  practices,
                 financial  statement  disclosure  or  auditing  scope  or
                 procedure, which  disagreements, if  not resolved  to the
                 satisfaction of  C&L, would  have caused  C&L  to make  a
                 reference to the  subject matter  of the  disagreement in
                 connection with its reports.

                 The Registrant  has  provided  C&L  with  a copy  of  the
                 disclosures contained in this Form 8-K  and has requested
                 that C&L furnish the  Registrant with a  letter addressed
                 to the Securities and Exchange Commission stating whether
                 C&L agrees with the statements made  by the Registrant in
                 this Form 8-K and, if not, stating  the respects in which
                 it does  not agree.   Upon  receipt of  such letter,  the
                 Registrant  will  file  such  letter  as  an  exhibit  by
                 amendment to this Form 8-K.



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<PAGE>



                             SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed  on
 its behalf by the undersigned, thereunto duly authorized.


                                     MIRAGE RESORTS, INCORPORATED
                                              (Registrant)


 Date:  May 5, 1994                  By: DANIEL R. LEE
                                         _________________________________   
                                         Senior Vice President-Finance and
                                         Development, Chief Financial
                                         Officer and Treasurer




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