As filed with the Securities and Exchange Commission, via EDGAR,
on December 22, 1995
Registration No. 33-
____________________________________________________________________________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
MIRAGE RESORTS, INCORPORATED
(Exact name of Registrant as specified in its charter)
________
NEVADA 88-0058016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
________
3400 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
(702) 791-7111
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
________
BRUCE A. LEVIN, ESQUIRE
MIRAGE RESORTS, INCORPORATED
3400 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 791-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________
PLEASE SEND A COPY OF ALL CORRESPONDENCE TO:
HOWELL J. REEVES, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
TWELFTH FLOOR PACKARD BUILDING
S.E. CORNER 15TH & CHESTNUT STREETS
PHILADELPHIA, PENNSYLVANIA 19102
(215) 977-2000
________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box: [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box: [X]
<PAGE>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering: [ ] ___________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) 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: [ ] ___________
If delivery of the prospectus is expected to be made pursuant
to Rule 434 under the Securities Act, please check the following
box: [ ]
________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________________
________________________________________________________________________________
<S> <C> <C> <C> <C>
TITLE OF EACH PROPOSED PROPOSED
CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE
________________________________________________________________________________
Common Stock,
$.008 par value 117,647 shares $31.5625 $3,713,234 $1,281
________________________________________________________________________________
________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, based on the average of the high and
low sale prices per share of the Common Stock on the New York
Stock Exchange Composite Tape on December 19, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
____________________________________________________________________________
____________________________________________________________________________
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1995
117,647 SHARES
MIRAGE RESORTS, INCORPORATED
COMMON STOCK
All of the shares of Common Stock,$.008 par value (the "Common
Stock"), of Mirage Resorts, Incorporated (the "Company") offered
hereby are being sold by the Selling Stockholders (as hereinafter
defined). See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of the shares of Common
Stock offered hereby. See "Use of Proceeds." The shares of
Common Stock offered hereby may be sold by the Selling
Stockholders from time to time in direct transactions, or through
brokers, dealers or underwriters designated from time to time, at
prices to be determined at the time of sale. Upon the sale of the
shares of Common Stock offered hereby, the Selling Stockholders
and any broker, dealer or underwriter participating therewith may
be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and
any commissions or discounts upon such sale, or any profit on the
resale of such shares, received thereby in connection with such
sale may be deemed to be underwriting commissions or discounts
under the Securities Act. See "Plan of Distribution." The
Company will pay all expenses (other than commissions, discounts
or similar fees), estimated to be approximately $15,000, incurred
in connection with this offering.
The Common Stock is traded on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "MIR." On December
21, 1995, the last reported sale price of the Common Stock, as
reported on the New York Stock Exchange Composite Tape, was
$32.875 per share.
______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
NEITHER THE NEVADA GAMING COMMISSION NOR THE NEVADA STATE GAMING
CONTROL BOARD HAS PASSED UPON THE ADEQUACY OR ACCURACY
OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE
SECURITIES OFFERED HEREBY. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
THE NEW JERSEY CASINO CONTROL COMMISSION HAS NOT PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
______________________________
, 1995
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and its regional offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may
be obtained by mail from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information regarding the Company may also
be inspected at the offices of the New York Stock Exchange (the
"NYSE"), 20 Broad Street, New York, New York 10005, and the
Pacific Stock Exchange (the "PSE"), 301 Pine Street, San
Francisco, California 94104.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, including the exhibits
thereto. For further information with respect to the Company and
the shares of Common Stock offered hereby, reference is made to
the Registration Statement, including exhibits thereto. The
Registration Statement, including the exhibits thereto, may be
inspected at the Commission's public reference facilities in
Washington, D.C. and copies of all or any part thereof may be
obtained from the Commission upon payment of the prescribed fees.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission under the Exchange Act are incorporated by reference
in this Prospectus as of their respective dates: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; (ii) the Company's Quarterly Reports on Form
10-Q for the fiscal quarters ended March 31, 1995, June 30, 1995
and September 30, 1995; (iii) the Company's Current Reports on
Form 8-K dated December 9, 1994, as amended by Amendment No. 1
thereto on Form 8-K/A filed on January 24, 1995, and November 20,
1995; and (iv) the description of the Common Stock contained in
the Company's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act on July 23, 1980, as amended by
Amendment No. 3 thereto filed on October 20, 1993.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the respective dates of filing of such
documents, except as to any portion of any future annual or
quarterly report to the Company's stockholders which is not
deemed to be filed under those provisions. Any statement
contained in a document, all or a portion of which is
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently dated
document, which also is incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
The Company undertakes to provide, without charge, to each
person to whom a copy of this Prospectus has been delivered, upon
the request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such
documents. Written or oral requests for such copies should be
directed to the Company at 3400 Las Vegas Boulevard South, Las
Vegas, Nevada 89109, Attention: General Counsel; telephone (702)
791-7111.
THE COMPANY
The Company, through wholly owned subsidiaries, owns and
operates (i) The Mirage, a hotel-casino and destination resort on
the Las Vegas Strip, (ii) Treasure Island at The Mirage
("Treasure Island"), a hotel-casino resort adjacent to The
Mirage, (iii) the Golden Nugget, a hotel-casino in downtown Las
Vegas and (iv) the Golden Nugget-Laughlin, a hotel-casino in
Laughlin, Nevada. The Company, through a wholly owned
subsidiary, owns 120 acres formerly occupied by the Dunes Hotel,
Casino and Country Club on the Las Vegas Strip on which it
recently began construction of Bellagio, a major new 3,000-guest
room luxury hotel, casino and resort facility.
4
<PAGE>
In addition, the Company, through a wholly owned subsidiary,
is a 50% partner in a joint venture which is currently
constructing Monte Carlo, a 3,024-guest room, mid-priced resort
on 46 acres adjacent to the Bellagio site. The Company, through
a wholly owned subsidiary, also owns a 50% equity interest in an
Argentine corporation which owns and operates Casino Iguazu, a
12,000-square foot casino located near Iguazu Falls, Argentina,
under a 15-year government concession awarded in February 1994.
The Company was incorporated in Nevada in 1949, and its
executive offices are located at 3400 Las Vegas Boulevard South,
Las Vegas, Nevada 89109; telephone (702) 791-7111.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
of the shares of Common Stock offered hereby. See "Selling
Stockholders."
SELLING STOCKHOLDERS
On November 20, 1995, the Company acquired all of the
outstanding shares of capital stock of Bungalow, Inc., a
Mississippi corporation ("Bungalow"), from the five existing
shareholders of Bungalow (collectively, the "Selling
Stockholders"), in exchange for an aggregate of 117,647 shares
of Common Stock. Of the 117,647 shares of Common Stock, 86,274
shares were delivered to the Selling Stockholders at the closing
of the acquisition and 31,373 shares will be delivered upon the
satisfaction of certain conditions. In connection with the
acquisition, the Company and the Selling Stockholders entered
into a Registration Rights Agreement pursuant to which the
Company agreed, at the Selling Stockholders' request and subject
to certain conditions, to register such shares under the
Securities Act. On November 20, 1995, the Selling Stockholders
requested that the Company register for sale, pursuant to the
Securities Act, all of such shares.
5
<PAGE>
All of the shares of Common Stock offered hereby are being
offered by the Selling Stockholders. For each Selling
Stockholder, the table below sets forth the number of shares of
Common Stock beneficially owned prior to this offering, the
number of shares of Common Stock to be sold in this offering and
the number of shares of Common Stock to be owned beneficially
after this offering. Such information has been provided to the
Company by the respective Selling Stockholder to which it
relates.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
OWNED PRIOR TO BE SOLD TO BE OWNED
NAME TO THIS OFFERING IN THIS OFFERING AFTER THIS OFFERING
____ ________________ ________________ ___________________
<S> <C> <C> <C>
Donn R. Mitchell ...... 55,623 55,623 -
Donn R. Mitchell, II... 15,506 15,506 -
Matthew S. Mitchell.... 15,506 15,506 -
Paul J. Mitchell ...... 15,506 15,506 -
Susan M. Mitchell ..... 15,506 15,506 -
</TABLE>
Although each Selling Stockholder has requested that all of
such Selling Stockholder's shares of Common Stock be registered
for sale in this offering, the actual number of shares of Common
Stock, if any, sold by each Selling Stockholder pursuant to this
offering will depend upon various factors beyond the Company's
control, including the market price of the Common Stock.
Accordingly, the Company cannot determine the number of shares of
Common Stock, if any, that will be held by any Selling
Stockholder following the completion of this offering. Based on
the number of shares of Common Stock owned by the Selling
Stockholders prior to this offering, the number of shares of
Common Stock outstanding on the date of this Prospectus and the
number of shares of Common Stock to be sold in this offering, the
Selling Stockholders are expected to own, in the aggregate, less
than one percent of the outstanding shares of Common Stock upon
completion of this offering.
None of the Selling Stockholders has had any position, office
or other material relationship with the Company or any of its
affiliates within the past three years.
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold by the
Selling Stockholders from time to time in direct transactions, or
through brokers, dealers or underwriters designated from time to
time, acting as agents or as principals. Such sales may be
effected in one or more transactions on the NYSE, the PSE or on
any other exchange on which the Common Stock may be traded, in
the over-the-counter market, in negotiated transactions or in any
combination of the foregoing methods of sale, at prices related
to the prevailing market price of the Common Stock or at
negotiated prices, to be determined at the time of the sale.
6
<PAGE>
Upon the sale of the shares of Common Stock offered hereby,
the Selling Stockholders and any broker, dealer or underwriter
participating therewith may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and
any commissions, discounts or concessions upon such sale, or any
profit on the resale of such shares, received thereby in
connection with such sale may be deemed to be underwriting
commissions or discounts under the Securities Act. The
compensation, including commissions, discounts, concessions and
other profits, received by any broker, dealer or underwriter in
connection with the sale of any of the shares of Common Stock
offered hereby may be less than or in excess of customary
commissions.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby has
been passed upon for the Company by Peter C. Walsh, Assistant
General Counsel of the Company. Mr. Walsh holds options to
purchase an aggregate of 67,000 shares of Common Stock.
EXPERTS
The consolidated balance sheet of Mirage Resorts, Incorporated
and subsidiaries as of December 31, 1994 and the related
consolidated statements of income, stockholders' equity and cash
flows and the financial statement schedule for the year then
ended, incorporated by reference herein, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are incorporated herein
in reliance upon the authority of such firm as experts in
accounting and auditing. The consolidated balance sheet of
Mirage Resorts, Incorporated and subsidiaries as of December 31,
1993 and the related consolidated statements of income,
stockholders' equity and cash flows and the financial statement
schedules for the years ended December 31, 1993 and 1992,
incorporated by reference herein, have been incorporated herein
in reliance upon the report of Coopers & Lybrand, independent
accountants, given upon the authority of such firm as experts in
accounting and auditing.
With respect to the unaudited interim financial information as
of September 30, 1995, June 30, 1995 and March 31, 1995, and for
the periods ended September 30, 1995 and 1994, June 30, 1995 and
1994 and March 31, 1995 and 1994, incorporated by reference
herein, Arthur Andersen LLP have reported that they have applied
limited procedures in accordance with professional standards for
a review of such information. However, their separate reports
included in the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended September 30, 1995, June 30, 1995 and March
31, 1995, incorporated by reference herein, state that they did
not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on
their reports on such information should be restricted in light
of the limited nature of the review procedures applied. Such
accountants are not subject to the liability provisions of
Section 11 of the Securities Act for their reports on the
unaudited interim financial information because those reports are
not "reports" or a "part" of the Registration Statement
prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.
7
<PAGE>
_________________________________________________________________
_________________________________________________________________
No person has been
authorized to give any
information or to make any
representations in connection 117,647 SHARES
with this offering other than
those contained in this
Prospectus and, if given or
made, such other information MIRAGE RESORTS,
and representations must not INCORPORATED
be relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell or COMMON STOCK
the solicitation of an offer
to buy any securities other
than the registered securities
to which it relates or an
offer to sell or a
solicitation of an offer to
buy such securities in any
circumstances in which such
offer or solicitation is
unlawful. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, under any
circumstances, create any
implication that there has
been no change in the affairs
of the Company since the date
hereof or that the information
contained herein is correct as
of any time subsequent to its
date.
_________________ __________
TABLE OF CONTENTS PROSPECTUS
_________________ __________
PAGE
____
Available Information...... 2
Incorporation of Certain
Documents by Reference... 2
The Company................ 3
Use of Proceeds............ 3
Selling Stockholders....... 3
Plan of Distribution....... 4 , 1995
Legal Matters.............. 4
Experts.................... 4
_________________________________________________________________
_________________________________________________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in
connection with the sale of the securities being registered in
the Registration Statement are as follows:
Securities and Exchange Commission fee......... $ 1,281
Accounting fees and expenses................... 5,000
Legal fees and expenses........................ 7,500
Miscellaneous expenses......................... 1,219
______
Total........................................ $15,000
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes and the Bylaws of the Company
contain provisions for indemnification of officers, directors,
employees and agents of the Company. The Bylaws provisions
require the Company to indemnify such persons to the full extent
permitted by Nevada law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Company. Indemnification would cover expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement.
In addition, the Company's Articles of Incorporation provide that
officers and directors shall not be personally liable to the
Company or its stockholders for damages for breach of their
fiduciary duty, except for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or
for the payment of a dividend in violation of Nevada law.
The Company maintains in effect a liability insurance policy
under which officers and directors of the Company and its
subsidiaries are generally indemnified against losses and
liability (including costs, expenses, settlements and judgments)
incurred by them in such capacities, individually or otherwise,
other than specified excluded losses. The insurance policy will
pay on behalf of the Company or its subsidiaries all covered
losses for which the Company or its subsidiaries grant
indemnification to any officer or director as permitted by law
which the officer or director becomes legally obligated to pay on
account of an indemnifiable claim. However, the policy excludes
any claims or loss arising out of the filing of a registration
statement under the Securities Act, the Exchange Act or any state
Blue Sky or securities law.
See Item 17 of this Part II for further information
concerning indemnification of directors, officers and controlling
persons of the Company.
II-1
<PAGE>
ITEM 16. EXHIBITS.
5 Opinion and Consent of Peter C. Walsh, Esquire.
15 Letter from Arthur Andersen LLP re: unaudited
interim financial information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Peter C. Walsh, Esquire (contained
in Exhibit 5).
24 Power of Attorney (see pages II-3 and II-4).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act; (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 thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and (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;
provided, however, that clauses (1)(i) and (1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(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.
(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.
(b) The undersigned Registrant hereby undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions of Item 15 of this Part II, or otherwise, the
Registrant has been advised that in the opinion of the Commission
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 the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and 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 December 21, 1995.
MIRAGE RESORTS, INCORPORATED
By: STEPHEN A. WYNN
________________________
Stephen A. Wynn
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel R. Lee
and Bruce A. Levin, and each of them, jointly and severally, his
true and lawful attorneys in-fact and agents, with full power of
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 to file the same
with all exhibits thereto, and other documents in connection
therewith, 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 as 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 substitutes, may lawfully do or cause to be
done by virtue hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
_________ _____ ____
<S> <C> <C>
STEPHEN A. WYNN Chairman of the Board, December 21, 1995
______________________ President and Chief
Stephen A. Wynn Executive Officer
(Principal Executive Officer)
DANIEL R. LEE Senior Vice President - December 21, 1995
______________________ Finance and Development, Chief
Daniel R. Lee Financial Officer and Treasurer
(Principal Financial Officer)
HENRY M. APPLEGATE III Senior Vice President December 21, 1995
______________________ and Controller
Henry M. Applegate III (Principal Accounting Officer)
ELAINE P. WYNN
______________________ Director December 21, 1995
Elaine P. Wynn
MELVIN B. WOLZINGER
______________________ Director December 21, 1995
Melvin B. Wolzinger
RONALD M. POPEIL
______________________ Director December 21, 1995
Ronald M. Popeil
DANIEL B. WAYSON
_____________________ Director December 21, 1995
Daniel B. Wayson
GEORGE J. MASON
_____________________ Director December 21, 1995
George J. Mason
RICHARD D. BRONSON
_____________________ Director December 21, 1995
Richard D. Bronson
</TABLE>
II-5
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-3 of our report dated February 8, 1995, except for Note 5, as
to which the date is March 13, 1995, included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 1994
of Mirage Resorts, Incorporated and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
December 15, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February
11, 1994 on our audits of the consolidated financial statements
and financial statement schedule of Mirage Resorts, Incorporated
as of December 31, 1993, and for the years ended December 31,
1993 and 1992, included in the Annual Report on Form 10-K for
the year ended December 31, 1994 of Mirage Resorts, Incorporated.
We also consent to the reference to our firm in the Prospectus
included in this Registration Statement under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Las Vegas, Nevada
December 20, 1995
EXHIBIT 5
December 22, 1995
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration Statement on Form S-3
Gentlemen:
I am Assistant General Counsel of Mirage Resorts, Incorporated, a
Nevada corporation (the "Company"). This opinion is being is
being delivered in connection with the registration by the
Company under the Securities Act of 1933, as amended (the
"Securities Act"), of 117,647 shares of its Common Stock, $.008
par value (the "Shares"), pursuant to a Registration Statement on
Form S-3 to be filed with the Securities and Exchange Commission
(the "Commission").
For the purpose of rendering this opinion, I have reviewed such
corporate records and other documents as I have deemed necessary,
including, but not limited to, the following:
(a) Articles of Incorporation, as currently in effect, of
the Company;
(b) Bylaws, as currently in effect, of the Company;
(c) certain resolutions of the Board of Directors of the
Company; and
(d) the Company's Registration Statement on Form S-3 (the
"Registration Statement"), together with all exhibits
thereto and documents incorporated by reference therein,
in the form proposed to be filed with the Commission
under the Securities Act, and the form of prospectus
which constitutes a part thereof.
Additionally, I have consulted with officers and other
representatives of the Company and have obtained such
representations with respect to such matters of fact as I have
deemed necessary or advisable; however, I have not necessarily
independently verified the content of factual statements made to
me in connection therewith, or the veracity of such
representations. I have assumed without independent verification
(i) the genuineness of all signatures, (ii) the authenticity of
all documents submitted to me as originals and (iii) the
conformity to authentic original documents of all documents
submitted to me as certified, conformed or photostatic copies.
On the basis of the foregoing, such examinations of law and such
other information as I have deemed relevant under the
circumstances, I am of the opinion that the Shares are duly and
validly issued, fully paid and nonassessable shares of Common
Stock of the Company.
<PAGE>
I hold options to purchase an aggregate of 67,000 shares of the
Company's Common Stock.
I consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit
that I am in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
PETER C. WALSH
Assistant General Counsel
EXHIBIT 15
December 15, 1995
To Mirage Resorts, Incorporated:
We are aware that Mirage Resorts, Incorporated has incorporated
by reference in its Registration Statement on Form S-3 its
Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995, which
include our reports dated May 12, 1995, August 11, 1995 and
November 10, 1995, respectively, covering the unaudited interim
financial information contained therein, respectively. Pursuant
to Regulation C under the Securities Act of 1933, those reports
are not considered a part of this Registration Statement
prepared or certified by our firm or a report prepared or
certified by our firm within the meaning of Sections 7 and 11
of the Securities Act.
Very truly yours,
ARTHUR ANDERSEN LLP
