<PAGE>
FILED PURSUANT TO RULE 424(B)(3) UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
COMMISSION FILE NO.: 333-07621
PROSPECTUS
$500,000,000
MIRAGE RESORTS, INCORPORATED
SECURITIES
Mirage Resorts, Incorporated, a Nevada corporation (the "Company"), may
offer from time to time (i) its debt securities (the "Debt Securities"), which
may be any of senior secured Debt Securities, senior unsecured Debt Securities,
senior subordinated Debt Securities or subordinated Debt Securities, in each
case consisting of bonds, debentures, notes and/or other evidences of
indebtedness, (ii) shares of its common stock, $.004 par value (the "Common
Stock"), (iii) shares of its preferred stock, $.10 par value (the "Preferred
Stock"), in one or more series, which may be issued in the form of depositary
shares (the "Depositary Shares"), evidenced by depositary receipts (the
"Depositary Receipts"), and (iv) warrants to purchase Debt Securities, or shares
of Common Stock or Preferred Stock (the "Warrants"), in each case, as shall be
designated by the Company at the time of the offering thereof. The Debt
Securities, the Common Stock, the Preferred Stock, the Depositary Shares and
the Warrants are collectively referred to in this Prospectus as the
"Securities" and will have an aggregate initial offering price of up to
$500,000,000, or the equivalent thereof in U.S. dollars if any Securities are
denominated in a currency other than U.S. dollars or in currency units. The
Securities may be offered separately or together (in any combination) and as
separate series, in any case in amounts, at prices and on terms to be
determined at the time of sale.
The form in which the Securities are to be issued, their specific title
or designation, authorized denominations, aggregate principal amount or
aggregate initial offering price, maturity, if any, rate or rates (which may be
fixed or variable) (or the manner of calculation thereof) and times of payment
of interest or dividends, if any, redemption, repayment, conversion, exchange
and sinking fund terms, if any, voting or other rights, if any, exercise price
and detachability, if any, additional covenants, if any, and other specific
terms will be set forth in a Prospectus Supplement (including any related terms
sheet) relating to such Securities (the "Prospectus Supplement"), together with
the terms of offering of such Securities. If so specified in the applicable
Prospectus Supplement, Debt Securities of a series may be issued in whole or in
part in the form of one or more temporary or permanent global securities. The
Prospectus Supplement will also contain information, as applicable, about
certain material United States federal income tax considerations relating to
the particular Securities offered thereby. The Prospectus Supplement will also
contain information, where applicable, as to any listing on a national
securities exchange of the Securities covered by such Prospectus Supplement.
The Common Stock is traded on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol "MIR." On July 12, 1996, the last
reported sale price of the Common Stock, as reported on the New York Stock
Exchange Composite Tape, was $23.625 per share.
<PAGE>
<PAGE>
The Securities may be offered directly to one or more purchasers,
through agents designated from time to time by the Company or to or through
underwriters or dealers. If any agents or underwriters are involved in
the sale of the Securities, their names, and any applicable purchase price,
fee, commission or discount arrangement between or among them, will be set
forth, or will be calculable from the information set forth, in the
applicable Prospectus Supplement. See "Plan of Distribution." No Securities
may be sold without delivery of a Prospectus Supplement describing
the method and terms of the offering of such Securities.
------------
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, THE NEVADA STATE GAMING CONTROL BOARD,
THE NEW JERSEY CASINO CONTROL COMMISSION NOR ANY OTHER GAMING REGULATORY
AUTHORITY 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 date of this Prospectus is July 12, 1996.
2<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------
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
Citicorp Center, 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, 20 Broad Street, New York, New York
10005, and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Securities offered hereby. As permitted by the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth
in the Registration Statement, including the exhibits and schedules thereto.
For further information with respect to the Company and the Securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and schedules thereto. The Registration Statement, including the exhibits and
schedules 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. Statements
contained in this Prospectus, in any Prospectus Supplement or in any document
incorporated by reference herein or therein as to the contents of any contract
or other document referred to herein or therein are not necessarily complete
and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to, or incorporated by reference in, the
Registration Statement, each such statement being qualified in all respects by
such reference.
------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company (File No.
1-6697) 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, 1995; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
3<PAGE>
<PAGE>
(iii) the Company's Current Report on Form 8-K dated May 23, 1996; 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. 4 thereto filed on June 19, 1996.
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 the offering of the Securities made hereby 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 or proxy
statement which is not deemed to be filed under those provisions. Any
statement contained in this Prospectus, or 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, as the case may be,
which also is or is deemed to be 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, unless such exhibits are also specifically incorporated by
reference herein. 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 number (702) 791-7111.
4<PAGE>
<PAGE>
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, also owns a 50% interest in a
joint venture which owns and operates Monte Carlo, a mid-priced hotel-casino
resort on the Las Vegas Strip which opened on June 21, 1996.
The Company, through a wholly owned subsidiary, is constructing
"Bellagio," a major new 3,000-guest room luxury hotel, casino and resort
facility on approximately 120 acres adjacent to Monte Carlo, scheduled to
open in the spring of 1998.
The Company, through wholly owned subsidiaries, owns approximately 18
acres of land in Biloxi, Mississippi on which it is constructing a casino-based
destination resort. The planned facility will be a luxurious resort featuring
a waterfront casino, more than 1,800 hotel rooms, a variety of restaurants and
other amenities. Construction is expected to be completed in early 1998 at
a total cost, including land and capitalized interest, of approximately $500
million.
The Company and the City of Atlantic City, New Jersey have entered
into a redevelopment agreement providing for the City to convey 150 acres
owned by the City, located in the Marina area of Atlantic City, to the
Company in exchange for the Company agreeing to develop a casino-based
destination resort on the site and undertaking certain other obligations,
including remediation of environmental contamination and the relocation of
City-owned facilities currently located on the site. Closing under the
redevelopment agreement requires the satisfaction of a number of conditions,
including the receipt by the Company of all requisite licenses, permits,
allocations and authorizations, resolution of real estate title issues, the
Company determining that the costs of environmental remediation are not
unreasonable and the approval by the State of New Jersey of funding for
certain major roadway improvements affecting the site. Accordingly, there
can be no assurance as to whether or when the Company will proceed with the
project. As currently proposed, the project, if developed, would include the
Company's construction of a luxury hotel-casino featuring approximately 2,000
guest rooms, a 115,000-square foot casino, a variety of restaurants, a large
entertainment and retail concourse and other amenities. The Company, which
will act as master developer of the entire site, has entered into separate
agreements with Boyd Gaming Corporation ("BGC") and Circus Circus Enterprises,
Inc. ("Circus"), pursuant to which the Company and BGC will, through a joint
venture, construct a hotel-casino resort containing a minimum of 1,000 guest
rooms on a portion of the site and Circus will acquire a portion of the site
from the Company and construct an additional 2,000-room hotel-casino resort
in architectural formats that conform to an agreed-to master plan. Development
of the projects by the joint venture and Circus are also contingent upon the
satisfaction of the conditions to the Company's obligation to develop its wholly
owned resort.
The Company was incorporated in Nevada in 1949 as the successor to a
partnership that began business in 1946. Its executive offices are located at
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109; telephone
(702) 791-7111.
5<PAGE>
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Set forth in the table below are the ratios of earnings to fixed
charges of the Company for the three months ended March 31, 1996 and each of
the years in the five-year period ended December 31, 1995.
THREE MONTHS ENDED YEAR ENDED DECEMBER 31
-----------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
------------------- ---- ---- ---- ---- ----
Ratio of earnings
to fixed
charges (1) 12.1 8.2 4.5 1.5 1.4 1.6
- ---------------
(1) For purposes of computing the ratios, "earnings" consist of
income before fixed charges, income taxes, extraordinary
items and the cumulative effect of a change in accounting
principle, adjusted to exclude capitalized interest and
equity in undistributed earnings and losses of less-than-
50%-owned ventures, such as The Fremont Street Experience
Limited Liability Company. "Fixed charges" include
interest, whether expensed or capitalized, amortization of
debt discount and issuance costs, the Company's
proportionate share of the interest cost of 50%-owned
ventures, such as the joint venture which owns Monte Carlo,
and the estimated interest component of rental expense.
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes, which may include financing the
development and construction of new facilities (including Bellagio and the
currently contemplated projects in Biloxi, Mississippi and Atlantic City, New
Jersey), capital expenditures and working capital, to repay or repurchase
outstanding indebtedness of the Company or its subsidiaries or for such other
purposes as may be specified in an accompanying Prospectus Supplement.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement and the extent to which such general
provisions may apply to the Debt Securities will be described in a Prospectus
Supplement relating to such Debt Securities.
The Debt Securities may constitute either senior secured debt, senior
unsecured debt, senior subordinated debt or subordinated debt, or any
6<PAGE>
<PAGE>
combination thereof, of the Company. One or more series of Debt Securities
may be issued under a single indenture amended in the case of each
subsequent series of Debt Securities by a supplemental indenture to include the
additional terms applicable to such series, or alternatively, any series of
Debt Securities may be issued under a separate indenture. Each indenture
pursuant to which any Debt Securities are issued (hereinafter referred to as an
"Indenture," and collectively with any other Indentures, as the "Indentures")
will be entered into between the Company, as obligor, and an institution to be
named in the applicable Prospectus Supplement, as trustee (the "Trustee").
The terms of any series of the Debt Securities include those stated in
the applicable Indenture and those made part of such Indenture by reference to
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Holders of each series of the Debt Securities are referred to the Indenture for
such series and the Trust Indenture Act for a statement of such terms. A copy
of the form of Indenture for the Debt Securities, which may be amended or
modified for any series of Debt Securities as described in an applicable
Prospectus Supplement, is filed as an exhibit to the Registration Statement.
The following summaries of certain provisions of the Debt Securities and the
Indenture for such Debt Securities do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Debt Securities and such Indenture, including the definitions
therein of certain terms which are not otherwise defined in this Prospectus,
and the Prospectus Supplement(s) and supplemental indenture(s) with respect
thereto. Wherever particular provisions or defined terms of an Indenture are
referred to, such provisions or defined terms are incorporated herein by
reference.
GENERAL
An Indenture will not limit the aggregate principal amount of Debt
Securities which may be issued thereunder. Debt Securities may be issued
thereunder from time to time as a single series or in two or more separate
series up to the aggregate principal amount from time to time authorized by the
Company for each series. As of the date of this Prospectus, the Company has
authorized the issuance under the Indentures of Debt Securities, the aggregate
initial offering price of which (represented by the aggregate principal amount
of Debt Securities issued at their principal amount or the issue price of Debt
Securities issued at an original issue discount) does not exceed $500 million.
Each series of Debt Securities will be denominated in United States dollars
unless otherwise provided in the Prospectus Supplement relating thereto. The
Debt Securities will be issued in denominations of $1,000 and integral
multiples thereof unless otherwise provided in the Prospectus Supplement
relating thereto.
The applicable Prospectus Supplement or Prospectus Supplements will
describe, among other things, the following terms of the Debt Securities, to
the extent applicable to such Debt Securities: (i) the title of the Debt
Securities and, if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which any Debt Securities shall be issuable; (ii)
any limit on the aggregate principal amount of the Debt Securities and any
provisions relating to the seniority or subordination of all or any portion of
7<PAGE>
<PAGE>
the indebtedness evidenced thereby to other indebtedness of the Company; (iii)
the price or prices (expressed as a percentage of the respective aggregate
principal amount thereof) at which the Debt Securities will be issued; (iv) the
date or dates on which the principal of the Debt Securities is payable or the
method of determination thereof; (v) the rate or rates (which may be fixed or
variable) at which the Debt Securities will bear interest (which rate may be
zero in the case of certain Debt Securities issued at an issue price
representing a discount from the principal amount payable at maturity), the
date or dates from which such interest, if any, will accrue and the
circumstances, if any, in which the Company may defer interest payments; (vi)
the interest payment dates, if any, on which any interest on the Debt
Securities will be payable, the record date for any interest payable on any
Debt Securities and the person to whom interest shall be payable if other than
the person in whose name the Debt Security is registered at the close of
business on the record date for such interest; (vii) the place or places where
principal of, premium, if any, and interest on the Debt Securities shall be
payable; (viii) the terms applicable to any "original issue discount" (as
defined in the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), including the rate or rates at which such original issue discount
shall accrue; (ix) the right or obligation, if any, of the Company to redeem or
purchase Debt Securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof, or otherwise, the conditions, if any,
giving rise to such right or obligation and the period or periods within which,
and the price or prices at which and the terms and conditions upon which, Debt
Securities shall be redeemed or purchased, in whole or in part, and any
provisions for the marketing of such Debt Securities; (x) if the amount of
payments of principal of, premium, if any, and interest, if any, on the Debt
Securities is to be determined by reference to an index, formula or other
method, the manner in which such amounts are to be determined and the
calculation agent, if any, with respect thereto; (xi) if other than the
principal amount thereof, the portion of the principal amount of the Debt
Securities which will be payable upon declaration or acceleration of the stated
maturity thereof pursuant to an Event of Default; (xii) whether the Debt
Securities will be issued in certificated or book-entry form and, if
applicable, the identity of the depositary for the Debt Securities; (xiii) any
listing of the Debt Securities on a securities exchange; (xiv) any restrictive
covenants included for the benefit of Holders of such Debt Securities; (xv) any
additional events of default provided with respect to such Debt Securities;
(xvi) the terms, if any, on which such Debt Securities will be convertible into
or exchangeable for other debt or equity securities; (xvii) the collateral, if
any, securing payments with respect to such Debt Securities and any provisions
relating thereto; and (xviii) any other material terms of the Debt Securities.
Any such Prospectus Supplement will also describe any special provisions for
the payment of additional amounts with respect to the Debt Securities.
MANDATORY DISPOSITION PURSUANT TO GAMING LAWS
An Indenture will provide that each Holder, by accepting any of the
Debt Securities subject thereto, shall be deemed to have agreed that if any
Gaming Authority of any jurisdiction that holds regulatory, licensing or permit
authority over the gaming or gaming-related activities of the Company or any
8<PAGE>
<PAGE>
of its subsidiaries or any joint venture or other entity in which the Company
or any of its subsidiaries owns an interest requires that a person who is a
Holder of Debt Securities or the beneficial owner of the Debt Securities of a
Holder must 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, as the case may be, within
the required time period. Such Indenture will further provide that if such
person fails to apply or become licensed or qualified or is found unsuitable
(in each case, a "failure of compliance"), the Company shall have the right, at
its option, (i) to require such person to dispose of its Debt Securities or
beneficial interest therein within 30 days of receipt of notice of the
Company's election or such earlier date as may be requested or prescribed by
such Gaming Authority or (ii) to redeem within such 30-day or earlier period
requested or prescribed by such Gaming Authority such Debt Securities at a
redemption price equal to the lesser of (a) such person's cost or (b) 100% of
the principal amount thereof, together, in either case, with accrued and unpaid
interest to the earlier of the redemption date or the date of the failure of
compliance, which may be less than 30 days following the notice of redemption
if so requested or prescribed by such Gaming Authority. The Company shall
notify the Trustee under such Indenture in writing of any such redemption as
soon as practicable. The Company shall not be responsible for any costs or
expenses any such Holder or owner may incur in connection with its application
for a license, qualification or finding of suitability.
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of
one or more registered Global Securities that will be deposited with and
registered in the name of a depositary (each, a "Depositary") or its nominee
identified in the applicable Prospectus Supplement. In such case, one or more
registered Global Securities will be issued, each in a denomination equal to
the portion of the aggregate principal amount of outstanding registered Debt
Securities of the series to be represented by such registered Global Security.
Unless and until it is exchanged in whole or in part for Debt Securities in
definitive registered form, a registered Global Security may not be transferred
except as a whole by the Depositary for such registered Global Security to a
nominee of such Depositary, or by such a nominee to such Depositary or to
another nominee of such Depositary, or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a registered Global
Security will be described in the applicable Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a registered Global Security will
be limited to persons that have accounts with the Depositary for such
registered Global Security (collectively, the "participants") or persons
holding interests through participants. Upon the issuance of a registered
Global Security, the Depositary for such registered Global Security will
credit, on its book-entry registration and transfer system, the
9<PAGE>
<PAGE>
participants' accounts with the respective principal amounts of the Debt
Securities represented by such registered Global Security beneficially owned by
such participants. The accounts to be credited shall be designated by any
dealers, underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in such registered Global
Security will be shown on, and the transfer of such ownership interests will be
effected only through, records maintained by the Depositary for such registered
Global Security (with respect to interests of participants) and on the records
of participants (with respect to interests of persons holding through
participants). The laws of certain states may require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to own, transfer or pledge
beneficial interests in registered Global Securities.
So long as the Depositary for a registered Global Security, or its
nominee, is the registered owner of such registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such registered
Global Security for all purposes under the Indenture applicable thereto.
Except as set forth below, owners of beneficial interests in a registered
Global Security will not be entitled to have the Debt Securities represented by
such registered Global Security registered in their names, will not receive or
be entitled to receive physical delivery of such Debt Securities in definitive
form and will not be considered the owners or holders thereof under the
Indenture applicable thereto. Accordingly, each person owning a beneficial
interest in a registered Global Security must rely on the procedures of the
Depositary for such registered Global Security and, if such person is not a
participant, on the procedures of the participant through which such person
owns its interests, to exercise any rights of a holder under the Indenture
applicable to such registered Global Security. The Company understands that
under existing industry practices, if the Company requests any action of
holders, or if an owner of a beneficial interest in a registered Global
Security desires to give or take any action which a holder is entitled to give
or take under the applicable Indenture, the Depositary for such registered
Global Security would authorize the participants holding the relevant
beneficial interests to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
holding through them.
Principal, premium, if any, and interest payments on Debt Securities
represented by a registered Global Security registered in the name of a
Depositary, or its nominee, will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such registered Global Security.
None of the Company, the Trustee under the applicable Indenture or any other
agent of the Company or agent of such Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such registered Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
The Company expects that the Depositary for any Debt Securities
10<PAGE>
<PAGE>
represented by a registered Global Security, upon receipt of any payment of
principal, premium or interest in respect of such registered Global Security,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in such
registered Global Security held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a registered
Global Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for each registered Global Security
representing such Debt Securities. Any Debt Securities issued in definitive
form in exchange for a registered Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received by the Depositary
from participants with respect to ownership of beneficial interests in such
registered Global Security.
COVENANTS
PUT OPTION UPON CHANGE IN CONTROL
If there is a Change in Control (the time of a Change in Control being
referred to as the "Change in Control Date"), then the Company will (a)
commence, within five business days following the Change in Control Date, an
offer to repurchase (the "Repurchase Offer") all of the then outstanding Debt
Securities at a price (the "Repurchase Price") of 101% of the principal amount,
plus accrued interest to the Repurchase Date (as defined below) and (b) deposit
with the Paying Agent an amount equal to the aggregate Repurchase Price for all
Debt Securities then outstanding so as to be available for payment to holders
of Debt Securities who elect to require the Company to repurchase all or a
portion of their Debt Securities.
An Indenture will require the Repurchase Offer to remain open from the
time of mailing until 10 business days thereafter, unless a longer period is
required by law or stock exchange rule or unless a majority of the Continuing
Directors of the Company votes in favor of extending such period (the date on
which the Repurchase Offer closes being the "Repurchase Date"). Under the
tender offer rules currently in effect under the Exchange Act, the Repurchase
Offer must remain open for at least 20 business days. The Company intends to
comply with all applicable tender offer rules in connection with any Repurchase
Offer.
11<PAGE>
<PAGE>
OTHER COVENANTS
Any additional covenants of the Company with respect to any series of
Debt Securities will be set forth in the Prospectus Supplement relating
thereto.
CERTAIN DEFINITIONS
"Capital Stock" of any person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock and
any and all forms of partnership interests or other equity interests in a
person, including but not limited to any type of preference stock which for
other purposes may not be treated as equity.
"Change in Control" means, as to any Indenture (i) the time the Company
first determines that any person or group, within the meaning of Section
14(d)(2) of the Exchange Act (other than any person who was at the date of such
Indenture an officer or director of the Company or a group
consisting of persons who were at the date of such Indenture officers or
directors of the Company) have acquired direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of the
outstanding voting Capital Stock of the Company, unless a majority of the
Continuing Directors approves the acquisition not later than 10 business days
after the Company makes the determination, or (ii) the first day on which a
majority of the members of the Board of Directors of the Company are not
Continuing Directors.
"Continuing Directors" means, as to any Indenture and as of any date of
determination, any member of the Board of Directors of the Company who (i) was
a member of that Board of Directors on the date of such Indenture, (ii) had
been a member of that Board of Directors for the two years immediately
preceding such date of determination or (iii) was nominated for election or
elected to that Board of Directors with the affirmative vote of the greater of
(x) a majority of Continuing Directors who were members of that Board at the
time of such nomination or election or (y) at least three Continuing Directors.
"Existing Properties" means The Mirage, Treasure Island, the Golden
Nugget and the Golden Nugget-Laughlin.
"Gaming Authority" means any Governmental Authority that holds
regulatory, licensing or permit authority over any gaming or gaming related
casino activities conducted or proposed to be conducted by the Company or any
of its subsidiaries or any joint venture or other entity in which the Company
or any of its subsidiaries owns an interest, including without limitation the
Nevada Gaming Commission, the Nevada State Gaming Control Board and the Clark
County Liquor and Gaming Licensing Board.
"Gaming License" means, as to any Indenture, every license, franchise
or other authorization on the date of such Indenture or thereafter required to
own, lease, operate or otherwise conduct gaming or gaming related activities at
any property owned or operated by the Company or any of its subsidiaries or any
joint venture or other entity in which the Company or any of its subsidiaries
owns an interest.
12<PAGE>
<PAGE>
"Indebtedness" of any person means any indebtedness, contingent or
otherwise, but exclusive of deferred taxes, 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 a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments or reimbursement obligations with respect to
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property or interest therein (including pursuant to
capitalized leases), except any such balance that constitutes a trade payable,
if and to the extent such indebtedness would appear as a liability upon a
balance sheet of such person prepared on a consolidated basis in accordance
with generally accepted accounting principles, and also includes, to the extent
not otherwise included, the guaranty of any Indebtedness (other than the
guaranty of completion of construction).
"Paying Agent" means, with respect to any series of Debt Securities, an
office or agency where Debt Securities of that series may be presented for
payment.
"Qualified Government Obligations" means, with respect to any Debt
Securities, direct obligations of, or obligations the principal of and interest
on which are fully guaranteed by, the government which issued the currency in
which such Debt Securities are denominated, and which are not subject to
prepayment, redemption or call.
"subsidiary" of any specified person means (i) a corporation, a
majority of whose Capital Stock with voting power under ordinary circumstances
to elect directors is at the time, directly or indirectly, owned by such person
or by such person and a subsidiary or subsidiaries of such person or by a
subsidiary or subsidiaries of such person or (ii) any other person (other than
a corporation) in which such person or such person and a subsidiary or
subsidiaries of such person or a subsidiary or subsidiaries of such person
directly or indirectly, at the date of determination thereof, has at least a
majority ownership interest.
"Trustee" means, as to any Indenture, the person named therein as such
until a successor replaces it in accordance with the applicable provisions of
such Indenture and thereafter means (i) during any period when a successor
Trustee is serving as Trustee with respect to all of the Debt Securities to
which such Indenture relates, such successor Trustee, and (ii) during any
period when a successor Trustee is serving as Trustee with respect to one or
more (but not all) series of Debt Securities to which such Indenture relates,
as to each series the successor serving as Trustee with respect thereto.
SUCCESSOR CORPORATION AND ASSIGNMENT
An Indenture will provide that the Company may not consolidate or merge
with or into, or sell, lease, convey or otherwise dispose of all or
substantially all of its assets to, another person unless (i) the successor, if
other than the Company, is a corporation organized under the laws of the United
States or any state thereof or the District of Columbia, (ii) the successor, if
other than the Company, assumes all obligations of the Company under the Debt
Securities to which such Indenture relates and such Indenture, and (iii)
immediately after such transaction no Default or Event of Default
13<PAGE>
<PAGE>
exists under such Indenture. Upon the occurrence of such a consolidation,
merger or transfer in which there is a successor other than the Company, all
such obligations of the Company will terminate.
EVENTS OF DEFAULT AND NOTICE THEREOF
Unless otherwise indicated in the applicable Prospectus Supplement, the
term "Event of Default," when used in an Indenture with respect to any series
of Debt Securities, will mean any one of the following: (i) failure of the
Company to pay (whether or not prohibited by applicable subordination
provisions, if any), interest for 30 days on, or the principal when due of, any
Debt Securities of such series; (ii) failure of the Company to comply with any
of its other agreements or other covenants contained in such series of Debt
Securities or in such Indenture and applicable to such series of Debt
Securities, and continuance of such default for 60 days after notice (or in the
case of certain defaults, without notice); (iii) the occurrence of an event of
default under any instrument evidencing Indebtedness of the Company or of any
subsidiary of the Company (or the payment of which is guaranteed by the Company
or any subsidiary of the Company), if (a) such event of default results from
the failure to pay principal of or interest upon maturity on any such
Indebtedness, (b) the principal amount of such Indebtedness, together with the
principal amount of any other such Indebtedness in default for failure to pay
principal or interest thereon upon maturity, aggregates $50,000,000 or more and
(c) the default continues for a period of 60 days after the receipt by the
Company of notice of such event from the Trustee under such Indenture or the
holders of 25% in principal amount of such series of Debt Securities then
outstanding; (iv) entry of final judgments against the Company or any
subsidiary or subsidiaries of the Company which remain undischarged for a
period of 60 days, provided that the aggregate of all such judgments exceeds
$50,000,000 and the judgments remain undischarged for 60 days after notice; (v)
certain events of bankruptcy, insolvency or reorganization; and (vi) a
revocation, suspension or involuntary loss of any Gaming License by the Company
or a subsidiary of the Company (after the same shall have been obtained) which
results in the cessation of operation of the business at the Existing
Properties for a period of more than 90 consecutive days.
An Indenture will provide that the Trustee thereunder will, within 90
days after the occurrence of a default with respect to the Debt Securities
subject thereto, give the holders of such Debt Securities notice of all uncured
defaults known to it (the term "default" to include the events specified above
without grace or notice), provided, that, except in the case of a default in
the payment of principal of or interest on such Debt Securities, such Trustee
shall be protected in withholding such notice if and so long as a committee of
its trust officers in good faith determines that the withholding of such notice
is in the interest of the holders of such Debt Securities.
In case an Event of Default (other than certain events of bankruptcy,
insolvency or reorganization) occurs and is continuing with respect to any
series of Debt Securities, the Trustee under the Indenture relating to such
series of Debt Securities or the holders of not less than 25% in principal
amount of such series of Debt Securities then
14<PAGE>
<PAGE>
outstanding, by notice in writing to the Company (and to such Trustee if given
by the holders of such series of Debt Securities), may declare the unpaid
principal of and all accrued and unpaid interest on all such series of Debt
Securities to be due and payable immediately. Such declaration may be rescinded
by holders of a majority in principal amount of such series of Debt Securities
then outstanding if, among other conditions, all existing Events of Default
with respect to such series of Debt Securities (except non-payment of principal
of or interest on such series that has become due solely because of the
acceleration) have been cured or waived and if the rescission would not
conflict with any judgment or decree.
Defaults with respect to any series of Debt Securities (except, unless
theretofore cured, a default in payment of principal of or interest on such
series of Debt Securities or default with respect to a provision which cannot
be modified under the terms of the applicable Indenture without the consent of
each holder of the Debt Securities affected) may be waived by the holders of a
majority in principal amount of such series of Debt Securities then outstanding
upon the conditions provided in such Indenture.
An Indenture will include a covenant that the Company will (so long as
it has not been relieved of the obligation by covenant defeasance or discharge
of such Indenture in accordance with the terms thereof) file annually with the
Trustee under such Indenture a statement regarding compliance by the Company
with the terms thereof and specifying any defaults thereunder of which the
signers may have knowledge.
MODIFICATION OF THE INDENTURES
Under an Indenture, the rights and obligations of the Company and the
rights of the holders of the Debt Securities covered by such Indenture
generally may be modified by the Company and the Trustee under such Indenture
with the consent of the holders of not less than a majority in principal amount
of the Debt Securities then outstanding affected by such modification.
Notwithstanding the foregoing, without the consent of each affected holder of
Debt Securities, an amendment or waiver with respect to such Indenture may not
(i) reduce the amount of Debt Securities whose holders must consent to an
amendment, supplement or waiver; (ii) reduce the rate of or change the time for
payment of interest on any Debt Security in a manner adverse to the holders
thereof; (iii) reduce the principal of, or extend the stated maturity of any
Debt Security or alter the redemption provisions of any Debt Securities in a
manner adverse to the holders thereof; (iv) make any Debt Security payable in
money other than that stated in such Debt Security; (v) waive a default in the
payment of the principal of, or interest on, any Debt Security; or (vi) take
any other action, if any, described in a Prospectus Supplement as requiring the
consent of each affected holder of Debt Securities. Under certain
circumstances, the Company and the Trustee may amend or supplement an Indenture
without notice to or the consent of any holder of the Debt Securities covered
by such Indenture.
SATISFACTION AND DISCHARGE OF INDENTURES
Unless otherwise indicated in the applicable Prospectus Supplement, the
Indenture with respect to any series of Debt Securities will be
15<PAGE>
<PAGE>
discharged upon payment in full of such series of Debt Securities outstanding
thereunder, or upon the deposit with the Trustee, in trust, of money or
Qualified Government Obligations, or both, which, together with the
predetermined and certain income to accrue thereon, without consideration of
any reinvestment thereof, will provide money in an amount sufficient to pay and
discharge the principal of and each installment of interest on such series of
Debt Securities on the maturity or redemption date, as the case may be, in
accordance with the terms of such Indenture and such series of Debt Securities
issued thereunder. The Company will be entitled to make such a deposit if,
among other things, the Company has delivered to the Trustee an opinion of
counsel to the effect that the holders of such series of Debt Securities will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit and defeasance of the applicable Indenture and will be subject
to federal income tax in the same manner as would have been the case if such
deposit and defeasance had not occurred.
COVENANT DEFEASANCE
Unless otherwise indicated in the applicable Prospectus Supplement, an
Indenture will provide that the Company may be released from its obligations
with respect to any series of Debt Securities to which such Indenture relates
other than the Company's obligations with respect to the payment of principal
of, premium, if any, and interest on such series of Debt Securities, and that
such release will not be deemed to be an Event of Default under such Indenture
with respect to any such series of Debt Securities ("covenant defeasance"),
upon the deposit with the Trustee (or other qualifying trustee), in trust, of
money or Qualified Government Obligations, or both, which through the payment
of interest and principal in accordance with their terms will provide money in
an amount sufficient to pay and discharge the principal of and each installment
of interest on such series of Debt Securities on the maturity of such payments
in accordance with the terms of the applicable Indenture and such series of
Debt Securities issued thereunder. The Company will be entitled to make such a
deposit if, among other things, the Company has delivered to the Trustee an
opinion of counsel to the effect that the holders of such series of Debt
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such covenant defeasance and will be subject to federal
income tax in the same manner as would have been the case if such covenant
defeasance had not occurred.
CONCERNING THE TRUSTEE
The applicable Prospectus Supplement relating to each issuance of Debt
Securities will identify the Trustee under the Indenture relating to such Debt
Securities. If more than one series of Debt Securities is outstanding under an
Indenture, a Trustee may serve in such capacity with respect to the Debt
Securities of one or more of such series. If more than one series of Debt
Securities is outstanding under an Indenture, the holders of a majority in
aggregate principal amount of each such series at any time outstanding may
remove the Trustee with respect to such series (but not as to any other series)
by so notifying the Trustee and may appoint a successor Trustee with respect to
such series. Each reference in this Prospectus to the Trustee under an
Indenture refers, in the case of each series of Debt Securities outstanding
under such Indenture, to the
16<PAGE>
<PAGE>
Trustee for such series. Except as otherwise described in the applicable
Prospectus Supplement or provided for in an Indenture, payments of principal
of, premium, if any, and interest on, and all registration, transfer, exchange,
authentication and delivery (including authentication and delivery on original
issuance of the Debt Securities) of, Debt Securities issued under such
Indenture will be effected by the Trustee under the Indenture applicable to
such Debt Securities at such Trustee's corporate trust office, or at an office
designated by such Trustee in New York, New York.
An Indenture will contain certain limitations on the right of the
Trustee under such Indenture, should it become a creditor of the Company, 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
under each Indenture will be permitted to engage in other transactions;
however, if a Trustee acquires any conflicting interest, it must eliminate such
conflict or resign its position as Trustee.
The holders of a majority in principal amount of any series of Debt
Securities then outstanding under an Indenture will have the right to direct
the time, method and place of conducting any proceeding for exercising any
remedy available to the Trustee under such Indenture applicable to such series
of Debt Securities, provided that such direction would not conflict with any
rule of law or with such Indenture, would not be unduly prejudicial to the
rights of another holder of such Debt Securities and would not involve such
Trustee in personal liability. An Indenture will provide that in case an Event
of Default under such Indenture shall occur and be known to the Trustee under
such Indenture (and not be cured), such Trustee will be required to use the
degree of care of a prudent person in the conduct of such person's own affairs
in the exercise of its power. Subject to such provisions, a Trustee will be
under no obligation to exercise any of its rights or powers under such
Indenture at the request of any of the holders of the Debt Securities to which
the Indenture relates unless such holders shall have offered to such Trustee
security and indemnity satisfactory to it.
NO PERSONAL LIABILITY
An Indenture will provide that no past, present or future director,
officer, employee, stockholder or incorporator of the Company or any successor
corporation shall have any liability for any obligations of the Company under
the Debt Securities to which such Indenture relates or for any claim based on,
in respect of or by reason of such obligations or their creation, by reason of
such person's status as such director, officer, employee, stockholder or
incorporator.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The Company may issue, from time to time, shares of one or more series
of Preferred Stock.
The following description of the terms of the Preferred Stock sets
17<PAGE>
<PAGE>
forth certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of any series of
Preferred Stock offered by any Prospectus Supplement and the extent, if any, to
which such general provisions may apply to the series of Preferred Stock so
offered will be described in a Prospectus Supplement relating to such Preferred
Stock. The following summary of certain provisions of the Preferred Stock does
not purport to be complete and is subject to, and is qualified in its entirety
by express reference to, the provisions of the Company's Articles of
Incorporation, as amended (the "Articles of Incorporation"), and each
Certificate of Designation relating to a specific series of the Preferred Stock
(each, a "Certificate of Designation"), which will be in the form filed as an
exhibit to, or incorporated by reference in, the Registration Statement at or
prior to the time of issuance of such series of Preferred Stock.
Pursuant to the Articles of Incorporation, the Company has the
authority to issue 5,000,000 shares of Preferred Stock. The Board of Directors
of the Company is authorized to issue shares of Preferred Stock, in one or more
series, and to fix for each such series voting powers and such preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions, as are permitted by the Nevada
Revised Statutes.
The Board of Directors of the Company is authorized to determine for
each series of Preferred Stock, and the Prospectus Supplement shall set forth
with respect to such series, the following: (i) the designation of such series
and the number of shares that constitute such series; (ii) the dividend rate
(or the method of calculation thereof), if applicable, on the shares of such
series and the priority as to payment of dividends with respect to other
classes or series of capital stock of the Company; (iii) the dividend periods
(or the method of calculation thereof), if applicable; (iv) the voting rights,
if any, of the shares; (v) the liquidation preference and the priority as to
payment of such liquidation preference with respect to other classes or series
of capital stock of the Company and any other rights of the shares of such
series upon any liquidation or winding-up of the Company; (vi) whether or not
and on what terms the shares of such series will be subject to redemption or
repurchase at the option of the Company; (vii) whether and on what terms the
shares of such series will be convertible into or exchangeable for other debt
or equity securities; (viii) whether depositary shares representing shares of
such series of Preferred Stock will be offered and, if so, the fraction of a
share of such series of Preferred Stock represented by each depositary share
(see "Description of Depositary Shares" below); (ix) whether the shares of such
series of Preferred Stock will be listed on a securities exchange; and (x) the
other rights and privileges and any qualifications, limitations or restrictions
of such rights or privileges of such series.
DIVIDENDS
Holders of shares of Preferred Stock shall be entitled to receive, when
and as declared by the Board of Directors of the Company out of funds
of the Company legally available therefor, cash dividends payable on such dates
and at such rates, if any, per share set forth in the applicable Prospectus
Supplement.
18<PAGE>
<PAGE>
Unless otherwise set forth in the applicable Prospectus Supplement,
each series of Preferred Stock will rank junior as to dividends to any series
of Preferred Stock that may be issued in the future that is expressly senior as
to dividends to such earlier series of the Preferred Stock. If at any time the
Company has failed to pay accrued dividends on any such senior series at the
time dividends are payable on a junior series, the Company may not pay any
dividend on such junior series of Preferred Stock or redeem or otherwise
repurchase shares of such junior series of Preferred Stock until such
accumulated but unpaid dividends on the senior series have been paid or set
aside for payment in full by the Company.
Unless otherwise set forth in the applicable Prospectus Supplement, no
dividends (other than in Common Stock or other capital stock ranking junior to
the Preferred Stock of any series as to dividends and upon liquidation) shall
be declared or paid or set aside for payment, nor shall any other distribution
be declared or made upon the Common Stock, or any other capital stock of the
Company ranking junior to or on a parity with the Preferred Stock of such
series as to dividends, nor shall any Common Stock or any other capital stock
of the Company ranking junior to or on a parity with the Preferred Stock of
such series as to dividends be redeemed, purchased or otherwise acquired for
any consideration (or any monies be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Company (except
by conversion into or exchange for other capital stock of the Company ranking
junior to the Preferred Stock of such series as to dividends) unless (i) if
such series of Preferred Stock has a cumulative dividend, full cumulative
dividends on the Preferred Stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for all past dividend periods and the then current dividend period or
(ii) if such series of Preferred Stock does not have a cumulative dividend,
full dividends on the Preferred Stock of such series have been or
contemporaneously are declared and paid or declared and a sum sufficient for
the payment thereof set apart for payment for the then current dividend period;
provided, however, that any monies theretofore deposited in any sinking fund
with respect to any Preferred Stock of the Company in compliance with the
provisions of such sinking fund may thereafter be applied to the purchase or
redemption of such Preferred Stock in accordance with the terms of such sinking
fund, regardless of whether at the time of such application full cumulative
dividends upon shares of the Preferred Stock outstanding on the last dividend
payment date shall have been paid or declared and set apart for payment; and
provided, further, that any such junior or parity Preferred Stock of the
Company or Common Stock of the Company may be converted into or exchanged for
stock of the Company ranking junior to the series of Preferred Stock then
senior to such junior or parity Preferred Stock as to dividends.
The amount of dividends payable for the initial dividend period or any
period shorter than a full dividend period shall be computed on the basis of a
360-day year of twelve 30-day months. Accrued but unpaid dividends will not
bear interest.
19<PAGE>
<PAGE>
CONVERTIBILITY
No series of Preferred Stock will be convertible into, or exchangeable
for, other securities or property except as set forth in the applicable
Prospectus Supplement.
REDEMPTION AND SINKING FUND
No series of Preferred Stock will be redeemable or receive the benefit
of a sinking fund except as set forth in the applicable Prospectus Supplement.
LIQUIDATION RIGHTS
Unless otherwise set forth in the applicable Prospectus Supplement, in
the event of any liquidation, dissolution or winding-up of the Company, the
holders of shares of each series of Preferred Stock are entitled to receive out
of assets of the Company available for distribution to stockholders, before any
distribution of assets is made to holders of: (i) any other shares of Preferred
Stock of the Company ranking junior to such series of Preferred Stock as to
rights upon liquidation, dissolution or winding-up; or (ii) shares of Common
Stock, liquidating distributions per share in the amount of the liquidation
preference specified in the applicable Prospectus Supplement for such series of
Preferred Stock plus any dividends accrued and accumulated but unpaid to the
date of final distribution, but, in either case, the holders of each series of
Preferred Stock will not be entitled to receive the liquidating distribution
of, plus such dividends on, such shares until the liquidation preference of any
shares of the Company's capital stock ranking senior to such series of the
Preferred Stock as to the rights upon liquidation, dissolution or winding-up
shall have been paid (or a sum set aside therefor sufficient to provide for
payment) in full. If upon any liquidation, dissolution or winding-up of the
Company, funds available for such purpose are insufficient to pay in full the
amounts payable with respect to any series of the Preferred Stock, and any
other Preferred Stock ranking as to any such distribution on a parity with such
series of the Preferred Stock, the holders of such series of the Preferred
Stock of the Company and such other parity Preferred Stock will share ratably
in any such distribution of assets in proportion to the full respective
preferential amounts to which they are entitled. Unless otherwise specified in
a Prospectus Supplement for a series of Preferred Stock, after payment of the
full amount of the liquidating distribution to which they are entitled, the
holders of shares of Preferred Stock will not be entitled to any further
participation in any distribution of assets by the Company. Neither a
consolidation or merger of the Company with another corporation nor a sale of
securities shall be considered a liquidation, dissolution or winding-up of the
Company.
VOTING RIGHTS
Holders of Preferred Stock will not have any voting rights except as
set forth in the applicable Prospectus Supplement or as otherwise from time to
time required by law.
20<PAGE>
<PAGE>
MISCELLANEOUS
The holders of Preferred Stock will have no preemptive rights. The
Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. Shares of Preferred Stock
redeemed or otherwise reacquired by the Company shall resume the status of
authorized and unissued shares of Preferred Stock undesignated as to series,
and shall be available for subsequent issuance. There are no restrictions on
repurchase or redemption of the Preferred Stock on account of any arrearage on
sinking fund installments except as may be set forth in an applicable
Prospectus Supplement. Payment of dividends on any series of Preferred Stock
may be restricted by loan agreements, indentures or other agreements entered
into by the Company. The accompanying Prospectus Supplement will describe any
material contractual restrictions on dividend payments. Such Prospectus
Supplement will also describe any material United States federal income tax
considerations applicable to the Preferred Stock.
NO OTHER RIGHTS
The shares of a series of Preferred Stock will not have any
preferences, voting powers or relative, participating, optional or other
special rights except as set forth above or in the applicable Prospectus
Supplement, the Articles of Incorporation or the applicable Certificate of
Designation, or as otherwise required by law.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for each series of Preferred Stock
will be designated in the applicable Prospectus Supplement.
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
The Company may, at its option, elect to offer fractional shares of the
Preferred Stock of a series, rather than full shares of the Preferred Stock of
such series. In the event such option is exercised, the Company will issue
Depositary Receipts for Depositary Shares, each of which will represent a
fraction (to be set forth in the Prospectus Supplement relating to a particular
series of Preferred Stock) of a share of a particular series of Preferred Stock
as described below.
The shares of any series of Preferred Stock represented by Depositary
Shares will be deposited under a Deposit Agreement (the "Deposit Agreement")
among the Company, a depositary to be named in the applicable Prospectus
Supplement (the "Preferred Stock Depositary") and the holders from time to time
of depositary receipts issued thereunder. Subject to the terms of the Deposit
Agreement, each holder of a Depositary Share will be entitled, in proportion to
the applicable fraction of a share of Preferred Stock represented by such
Depositary Share, to all the rights and preferences of the Preferred Stock
represented thereby (including dividend, voting, redemption, subscription and
liquidation rights).
21<PAGE>
<PAGE>
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement to those persons purchasing Depositary
Shares.
The following description of the terms of the Depositary Shares sets
forth certain general terms and provisions of the Depositary Shares to which
any Prospectus Supplement may relate. The particular terms of the Depositary
Shares offered by any Prospectus Supplement and the extent, if any, to which
such general provisions may apply to the Depositary Shares so offered will be
described in a Prospectus Supplement relating to such Depositary Shares. The
forms of Deposit Agreement and Depositary Receipt will be filed with the
Commission as exhibits to a document incorporated by reference in the
Registration Statement prior to the date of any Prospectus Supplement relating
to an offering of the Depositary Shares.
Immediately following the issuance of fractional shares of a series of
Preferred Stock by the Company, the Company will deposit such shares with the
Preferred Stock Depositary, which will then issue and deliver the Depositary
Receipts to the purchasers thereof. Depositary Receipts will only be issued
evidencing whole Depositary Shares. A Depositary Receipt may evidence any
number of whole Depositary Shares.
Pending the preparation of definitive engraved Depositary Receipts, the
Preferred Stock Depositary may, upon the written order of the Company, issue
temporary Depositary Receipts substantially identical to (and entitling the
holders thereof to all the rights pertaining to) the definitive Depositary
Receipts but not in definitive form. Definitive Depositary Receipts will be
prepared thereafter without unreasonable delay, and such temporary Depositary
Receipts will be exchangeable for definitive Depositary Receipts at the
Company's expense.
The following summary of certain provisions which will be included in
the Deposit Agreement with respect to the Depositary Shares does not purport to
be complete and is subject to, and is qualified in its entirety by express
reference to, all the provisions of the Deposit Agreement, including the
definitions therein of certain terms.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Preferred Stock Depositary will distribute all cash dividends or
other cash distributions received in respect of the Preferred Stock represented
by the Depositary Shares to the record holders of the Depositary Shares in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares entitled thereto in proportion to the number of Depositary
Shares owned by such holders, unless the Preferred Stock Depositary determines
that such distribution cannot be made proportionately among such holders or
that it is not feasible to make such distributions, in which case the Preferred
Stock Depositary may, with the approval of the Company, adopt such method as it
deems equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities
22<PAGE>
<PAGE>
or other property thus received, or any part thereof, at such place or places
and upon such terms as it may deem proper.
The amount distributed in any of the foregoing cases will be reduced by
any amounts required to be withheld by the Company or the Preferred Stock
Depositary on account of taxes or other governmental charges.
REDEMPTION OF DEPOSITARY SHARES
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Preferred Stock Depositary resulting from any redemption, in
whole or in part, of such series of the Preferred Stock held by the Preferred
Stock Depositary. The redemption price per Depositary Share will be the
fraction of the redemption price per share payable with respect to such series
of the Preferred Stock equal to the fraction of a share of such Preferred Stock
represented by a Depositary Share. If the Company redeems shares of a series
of Preferred Stock held by the Preferred Stock Depositary, the Preferred Stock
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing the shares of Preferred Stock so redeemed. If less than
all the Depositary Shares are to be redeemed, the Depositary Shares to be
redeemed will be selected by lot or substantially equivalent method determined
by the Preferred Stock Depositary.
After the date fixed for redemption, the Depositary Shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
monies payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption, upon
surrender to the Preferred Stock Depositary of the Depositary Receipts
evidencing such Depositary Shares.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of any
series of the Preferred Stock are entitled to vote, the Preferred Stock
Depositary will mail the information contained in such notice of meeting to the
record holders of the Depositary Shares relating to such series of Preferred
Stock. Each record holder of such Depositary Shares on the record date (which
will be the same date as the record date for the related series of Preferred
Stock) will be entitled to instruct the Preferred Stock Depositary as to the
exercise of the voting rights pertaining to the number of shares of the series
of Preferred Stock represented by such holder's Depositary Shares. The
Preferred Stock Depositary will endeavor, insofar as practicable, to vote or
cause to be voted the number of shares of the Preferred Stock represented by
such Depositary Shares in accordance with such instructions, provided the
Preferred Stock Depositary receives such instructions sufficiently in advance
of such meeting to enable it to so vote or cause to be voted the shares of
Preferred Stock, and the Company will agree to take all reasonable action that
may be deemed necessary by the Preferred Stock Depositary in order to enable
the Preferred Stock Depositary to do so. The Preferred Stock Depositary
23<PAGE>
<PAGE>
will abstain from voting shares of the Preferred Stock represented by
Depositary Shares to the extent it does not receive specific instructions from
the holders of Depositary Shares representing such Preferred Stock.
WITHDRAWAL OF STOCK
Upon a holder's surrender of Depositary Receipts at the corporate trust
office of the Preferred Stock Depositary and upon such holder's payment of the
taxes, charges and fees provided for in the Deposit Agreement and subject to
the terms thereof, the holder of the Depositary Shares evidenced thereby will
be entitled to delivery at such office, to or upon his or her order, of the
number of whole shares of the related series of Preferred Stock and any money
or other property, if any, represented by such Depositary Shares.
Holders of Depositary Shares will be entitled to receive whole shares
of the related series of Preferred Stock, but holders of such whole shares of
Preferred Stock will not thereafter be entitled to deposit such shares of
Preferred Stock with the Preferred Stock Depositary or to receive Depositary
Shares therefor. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the number of Depositary Shares
representing the number of whole shares of the related series of Preferred
Stock to be withdrawn, the Preferred Stock Depositary will deliver to such
holder or upon such holder's order at the same time a new Depositary Receipt
evidencing such excess number of Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Preferred Stock Depositary.
However, any amendment that materially adversely alters the rights of the
holders of Depositary Shares will not be effective unless such amendment has
been approved by the holders of a majority of the Depositary Shares then
outstanding. Every holder of a Depositary Receipt at the time such amendment
becomes effective will be deemed, by continuing to hold such Depositary
Receipt, to be bound by the Deposit Agreement as so amended. Notwithstanding
the foregoing, in no event may any amendment impair the right of any holder of
any Depositary Shares, upon surrender of the Depositary Receipts evidencing
such Depositary Shares and subject to any conditions specified in the Deposit
Agreement, to receive shares of the related series of Preferred Stock and any
money or other property represented thereby, except in order to comply with
mandatory provisions of applicable law. The Deposit Agreement may be
terminated by the Company at any time upon not less than 60 days' prior written
notice to the Preferred Stock Depositary, in which case, on a date that is not
later than 30 days after the date of such notice, the Preferred Stock
Depositary shall deliver or make available for delivery to holders of
Depositary Shares, upon surrender of the Depositary Receipts evidencing such
Depositary Shares, such number of whole or fractional shares of the related
series of Preferred Stock as are represented by such Depositary Shares. The
Deposit Agreement shall automatically terminate after all outstanding
Depositary Shares have been redeemed or there has been a final
24<PAGE>
<PAGE>
distribution in respect of the related series of Preferred Stock in connection
with any liquidation, dissolution or winding-up of the Company and such
distribution has been distributed to the holders of Depositary Shares.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and the governmental
charges arising solely from the existence of the depositary arrangements. The
Company will pay the charges of the Preferred Stock Depositary, including
charges in connection with the initial deposit of any series of Preferred Stock
represented by Depositary Shares and the initial issuance of the Depositary
Shares and all withdrawals of shares of the related series of Preferred Stock,
except that holders of Depositary Shares will pay other transfer and other
taxes and governmental charges and such other charges as are expressly provided
in the Deposit Agreement to be for their accounts.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Preferred Stock Depositary may resign at any time by delivering to
the Company written notice of its election to do so, and the Company may at any
time remove the Depositary, any such resignation or removal to take effect upon
the appointment of a successor Preferred Stock Depositary, which successor
Preferred Stock Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
MISCELLANEOUS
The Preferred Stock Depositary will forward to the holders of
Depositary Shares all reports and communications from the Company that are
delivered to the Preferred Stock Depositary and which the Company is required
to furnish to the holders of the Preferred Stock.
The Preferred Stock Depositary's corporate trust office will be
identified in the applicable Prospectus Supplement. Unless otherwise set forth
in the applicable Prospectus Supplement, the Preferred Stock Depositary will
act as transfer agent and registrar for Depositary Receipts and if shares of a
series of Preferred Stock are redeemable, the Preferred Stock Depositary will
act as redemption agent for the corresponding Depositary Receipts.
DESCRIPTION OF WARRANTS
GENERAL
The Company may issue, together with other Securities or separately,
warrants for the purchase of (i) Debt Securities (the "Debt Warrants"), (ii)
Common Stock (the "Common Stock Warrants") or (iii) Preferred Stock (the
"Preferred Stock Warrants" and, collectively with the Debt Warrants and the
Common Stock Warrants, the "Warrants").
25<PAGE>
<PAGE>
The Warrants will be issued under Warrant Agreements (as defined below)
to be entered into between the Company and a bank or trust company, as warrant
agent (the "Warrant Agent"), all to be set forth in the applicable Prospectus
Supplement relating to Warrants in respect of which this Prospectus is being
delivered. Copies of the form of agreement for each Warrant (each, a "Debt
Securities Warrant Agreement," a "Common Stock Warrant Agreement" or a
"Preferred Stock Warrant Agreement," as the case may be, or collectively, the
"Warrant Agreements"), including the forms of certificates representing the
Warrants (the "Debt Warrant Certificate(s)," the "Common Stock Warrant
Certificate(s)" or the "Preferred Stock Warrant Certificate(s)," as the case
may be, or collectively, the "Warrant Certificates"), reflecting the provisions
to be included in such agreements that will be entered into with respect to the
particular offerings of each type of Warrant will be, in each case, filed with
the Commission as an exhibit to a document incorporated by reference in the
Registration Statement prior to the date of any Prospectus Supplement relating
to an offering of such Warrant.
The following description of the terms of the Warrants sets forth
certain general terms and provisions of the Warrants to which any Prospectus
Supplement may relate. The particular terms of the Warrants offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
may apply to the Warrants so offered will be described in a Prospectus
Supplement relating to such Warrants. The following summary of certain
provisions of the Warrants, the Warrant Agreements and the Warrant Certificates
does not purport to be complete and is subject to, and is qualified in its
entirety by express reference to, all of the provisions of the Warrant
Agreements and Warrant Certificates, including the definitions therein of
certain terms.
DEBT WARRANTS
GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Debt Warrants in respect of which this Prospectus is being
delivered, the Debt Securities Warrant Agreement relating to such Debt Warrants
and the Debt Warrant Certificate(s) representing such Debt Warrants, including
the following: (i) the designation, aggregate principal amount and terms of the
Debt Securities purchasable upon exercise of such Debt Warrants and the
procedures and conditions relating to the exercise of such Debt Warrants; (ii)
the designation and terms of any related Debt Securities with which such Debt
Warrants are issued and the number of such Debt Warrants issued with each such
Debt Security; (iii) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (iv) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (v) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire;
(vi) a discussion of the material United States federal income tax
considerations applicable to the exercise of Debt Warrants; (vii) whether the
Debt Warrants represented by the Debt Warrant Certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred
and registered; (viii) call provisions of such Debt Warrants, if any; and (ix)
any other terms of the Debt Warrants.
26<PAGE>
<PAGE>
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated
in the applicable Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders
of the Debt Securities purchasable upon such exercise and will not be entitled
to payments of principal of (and premium, if any) or interest, if any, on the
Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS. Each Debt Warrant will entitle the holder
to purchase for cash such principal amount of Debt Securities at such exercise
price as shall in each case be set forth in, or be determinable as set forth
in, the applicable Prospectus Supplement relating to the Debt Warrants offered
thereby. Debt Warrants may be exercised at any time up to the date and time on
such date set forth in the applicable Prospectus Supplement. Thereafter,
unexercised Debt Warrants will become void.
Debt Warrants may be exercised as set forth in the applicable
Prospectus Supplement relating to the Debt Warrants. Upon receipt of payment
and the Debt Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent or any other office indicated in
the applicable Prospectus Supplement, the Company will, as soon as practicable,
forward the Debt Securities purchasable upon such exercise. If less than all
of the Debt Warrants represented by such Debt Warrant Certificate are
exercised, a new Debt Warrant Certificate will be issued for the remaining
amount of Debt Warrants.
COMMON STOCK WARRANTS
GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Common Stock Warrants in respect of which this Prospectus is being
delivered, the Common Stock Warrant Agreement relating to such Common Stock
Warrants and the Common Stock Warrant Certificates representing such Common
Stock Warrants, including the following: (i) the procedures and conditions
relating to the exercise of such Common Stock Warrants; (ii) the number of
shares of Common Stock, if any, issued with such Common Stock Warrants; (iii)
the date, if any, on and after which such Common Stock Warrants and any related
shares of Common Stock will be separately transferable; (iv) the offering price
of such Common Stock Warrants, if any; (v) the number of shares of Common Stock
purchasable upon exercise of such Common Stock Warrants and the price or prices
at which such shares may be purchased upon exercise; (vi) the date on which the
right to exercise such Common Stock Warrants shall commence and the date on
which such right shall expire; (vii) a discussion of the material United States
federal income tax considerations applicable to the exercise of Common Stock
Warrants; (viii) call provisions of such Common Stock Warrants, if any; and
(ix) any other terms of the Common Stock Warrants.
Common Stock Warrant Certificates will be exchangeable for new Common
Stock Warrant Certificates of different denominations and Common Stock Warrants
may be exercised at the corporate trust office of the Warrant Agent or any
other office indicated in the applicable Prospectus Supplement. Prior to the
exercise of their Common Stock Warrants, holders of Common Stock
27<PAGE>
<PAGE>
Warrants will not have any of the rights of holders of Common Stock purchasable
upon such exercise, including, without limitation, the right to any dividend
payments on the Common Stock purchasable upon such exercise.
EXERCISE OF COMMON STOCK WARRANTS. Each Common Stock Warrant will
entitle the holder to purchase for cash such number of shares of Common Stock
at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the applicable Prospectus Supplement relating to
the Common Stock Warrants offered thereby. Common Stock Warrants may be
exercised at any time up to the date and time on such date set forth in the
applicable Prospectus Supplement. Thereafter, unexercised Common Stock
Warrants will become void.
Common Stock Warrants may be exercised as set forth in the applicable
Prospectus Supplement relating to the Common Stock Warrants. Upon receipt of
payment and the Common Stock Warrant Certificate properly completed and duly
executed at the corporate trust office of the Warrant Agent or any other office
indicated in the applicable Prospectus Supplement, the Company will, as soon as
practicable, forward a certificate representing the number of shares of Common
Stock purchasable upon such exercise. If less than all of the Common Stock
Warrants represented by such Common Stock Warrant Certificate are exercised, a
new Common Stock Warrant Certificate will be issued for the remaining amount of
Common Stock Warrants.
PREFERRED STOCK WARRANTS
GENERAL. Reference is made to the applicable Prospectus Supplement for
the terms of Preferred Stock Warrants in respect of which this Prospectus is
being delivered, the Preferred Stock Warrant Agreement relating to such
Preferred Stock Warrants and the Preferred Stock Warrant Certificates
representing such Preferred Stock Warrants, including the following: (i) the
designation and terms of the shares of Preferred Stock purchasable upon
exercise of such Preferred Stock Warrants and the procedures and conditions
relating to the exercise of such Preferred Stock Warrants; (ii) the designation
and terms of any related shares of Preferred Stock with respect to which such
Preferred Stock Warrants are issued and the number of shares of such Preferred
Stock, if any, issued with Preferred Stock Warrants; (iii) the date, if any, on
and after which such Preferred Stock Warrants and any related shares of
Preferred Stock will be separately transferable; (iv) the offering price of
such Preferred Stock Warrants, if any; (v) the number of shares of Preferred
Stock purchasable upon exercise of such Preferred Stock Warrants and the
initial price or prices at which such shares may be purchased upon exercise;
(vi) the date on which the right to exercise such Preferred Stock Warrants
shall commence and the date on which such right shall expire; (vii) a
discussion of the material United States federal income tax considerations
applicable to the exercise of Preferred Stock Warrants; (viii) call provisions
of such Preferred Stock Warrants, if any; and (ix) any other terms of the
Preferred Stock Warrants.
Preferred Stock Warrant Certificates will be exchangeable for new
Preferred Stock Warrant Certificates of different denominations and Preferred
Stock Warrants may be exercised at the corporate trust office of the Warrant
28<PAGE>
<PAGE>
Agent or any other office indicated in the applicable Prospectus Supplement.
Prior to the exercise of their Preferred Stock Warrants, holders of Preferred
Stock Warrants will not have any of the rights of holders of Preferred Stock
purchasable upon such exercise, including, without limitation, any right to any
dividend payments on the Preferred Stock purchasable upon such exercise.
EXERCISE OF PREFERRED STOCK WARRANTS. Each Preferred Stock Warrant
will entitle the holder to purchase for cash such number of shares of Preferred
Stock at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the applicable Prospectus Supplement relating to
the Preferred Stock Warrants offered thereby. Preferred Stock Warrants may be
exercised at any time up to the date and time on such date set forth in the
applicable Prospectus Supplement. Thereafter, unexercised Preferred Stock
Warrants will become void.
Preferred Stock Warrants may be exercised as set forth in the
applicable Prospectus Supplement relating to the Preferred Stock Warrants.
Upon receipt of payment and the Preferred Stock Warrant Certificate properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the applicable Prospectus Supplement, the
Company will, as soon as practicable, forward a certificate representing the
number of shares of Preferred Stock purchasable upon such exercise. If less
than all of the Preferred Stock Warrants represented by such Preferred Stock
Warrant Certificate are exercised, a new Preferred Stock Warrant Certificate
will be issued for the remaining amount of Preferred Stock Warrants.
PLAN OF DISTRIBUTION
The Company may offer and sell the Securities directly to purchasers or
to or through underwriters, dealers or agents. Any such underwriter, dealer or
agent involved in the offer and sale of the Securities in respect of which this
Prospectus is delivered will be named in the applicable Prospectus Supplement.
The applicable Prospectus Supplement with respect to such Securities will also
set forth the terms of the offering of such Securities, including the purchase
price of such Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which such
Securities may be listed.
The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
from time to time at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
applicable Prospectus Supplement will describe the method of distribution of
the Securities.
If underwriters are used in an offering of Securities, the name of each
managing underwriter, if any, and any other underwriters and terms of the
transaction, including any underwriting discounts and other items constituting
compensation of the underwriters and dealers, if any, will be set forth in the
29<PAGE>
<PAGE>
applicable Prospectus Supplement relating to such offering and the Securities
will be acquired by the underwriters for their own accounts and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time. Underwriters, dealers and agents may be entitled, under agreements which
may be entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Company of certain expenses.
If a dealer is used in an offering of Securities, the Company will sell
such Securities to the dealer, as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of the dealer and the terms of the transaction
will be set forth in the applicable Prospectus Supplement relating thereto.
If an agent is used in an offering of Securities, the agent will be
named, and the terms of the agency will be set forth, in the applicable
Prospectus Supplement relating thereto. Unless otherwise indicated in such
applicable Prospectus Supplement, an agent will act on a best efforts basis for
the period of its appointment.
Dealers and agents named in an applicable Prospectus Supplement may be
deemed to be underwriters (within the meaning of the Securities Act) of the
Securities described therein and, under agreements which may be entered into
with the Company, may be entitled to indemnification by the Company against
certain civil liabilities under the Securities Act. Underwriters, dealers and
agents may be customers of, engage in transactions with or perform services
for, the Company in the ordinary course of business.
Offers to purchase Securities may be solicited, and sales thereof may
be made, by the Company directly to institutional investors or others,
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any resales thereof. The terms of any such offer will be set
forth in the applicable Prospectus Supplement relating thereto.
If so indicated in the applicable Prospectus Supplement, the Company
will authorize underwriters or other agents of the Company to solicit offers by
certain institutional investors to purchase Securities from the Company
pursuant to contracts providing for payment and delivery at a future date.
Institutional investors with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all cases
such purchasers must be approved by the Company. The obligations of any
purchaser under any such contract will not be subject to any conditions except
that (i) the purchase of the Securities shall not at the time of delivery be
prohibited under the laws of any jurisdiction to which such purchaser is
subject and (ii) if the Securities are also being sold to underwriters, the
Company shall have sold to such underwriters the Securities not subject to
delayed delivery. Underwriters and other agents will not have any
30<PAGE>
<PAGE>
responsibility in respect of the validity or performance of such contracts.
In addition, the Securities may be offered and sold by the holders
thereof in one or more of the transactions described above, which transactions
may be effected at any time and from time to time. Upon any such sale of
Securities, the respective holders thereof 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 such Securities may
be less than or in excess of customary commissions.
The anticipated date of delivery of Securities will be set forth in the
applicable Prospectus Supplement relating to each offering.
The Securities may or may not be listed on a national securities
exchange or a foreign securities exchange. No assurances can be given that
there will be a market for any of the Securities.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Wolf,
Block, Schorr and Solis-Cohen, Philadelphia, Pennsylvania, and, as to certain
matters of Nevada law, by Peter C. Walsh, Assistant General Counsel of the
Company. Mr. Walsh holds options to purchase 134,000 shares of Common Stock.
EXPERTS
The consolidated balance sheets of Mirage Resorts, Incorporated and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, stockholders' equity and cash flows for the years 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 statements of income, stockholders' equity and cash
flows of Mirage Resorts, Incorporated and subsidiaries for the year ended
December 31, 1993, incorporated by reference herein, have been incorporated
herein in reliance upon the report of Coopers & Lybrand, independent
accountants, given upon the authority of that firm as experts in accounting and
auditing.
31<PAGE>
