SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 23, 1996
MIRAGE RESORTS, INCORPORATED
____________________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 1-6697 88-0058016
____________________________________________________________
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
____________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(702) 791-7111
_____________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. OTHER EVENTS.
(a) Two-for-One Stock Split
On May 23, 1996, the Board of Directors of
the Registrant declared a two-for-one split
of the Registrant's authorized, issued and
outstanding Common Stock, which became
effective at the close of business on June
17, 1996, the record date for the split.
Certificates representing the additional
shares resulting from the split will be
mailed on July 1, 1996 to stockholders
entitled thereto. As a result of the split,
the par value of the Registrant's Common
Stock was reduced from $0.008 per share to
$0.004 per share, and the aggregate stated
capital of the Registrant was not affected.
(b) Atlantic City Joint Venture
On May 29, 1996, the Registrant, through a
wholly owned subsidiary, formed a joint
venture (the "Joint Venture") with a wholly
owned subsidiary of Boyd Gaming Corporation
("Boyd") to develop, own and operate a hotel-
casino resort and related facilities (the
"Project") in the Marina area of Atlantic
City, New Jersey. Each partner owns a 50%
capital and profits interest in the Joint
Venture. The Project, which is currently
anticipated to cost approximately
$500,000,000 (including the value of the land
to be contributed to the Joint Venture by the
Registrant) is planned to be one component of
a multi-facility casino-based entertainment
development to be master-planned by the
Registrant on the 150-acre "Huron North
Redevelopment Area" property (the "Huron
North Property") which the Registrant intends
to acquire from the City of Atlantic City.
Pursuant to the Joint Venture Agreement (the
"JV Agreement"), Boyd's subsidiary will
supervise the design, development and
construction of the Project and will manage
and operate the Project, without fee.
Development of the Project is contingent upon
the satisfaction of various conditions,
including without limitation the approval by
the State of New Jersey of funding for
certain major roadway improvements in the
Marina area of Atlantic City, the receipt of
suitable debt financing by the Joint Venture
2
<PAGE>
and the receipt of all necessary regulatory
approvals. Assuming that such conditions are
satisfied, as to which there can be no
assurance, construction of the Project is
anticipated to commence after substantial
completion of environmental remediation of
the Huron North Property and is expected to
take approximately 24 months to complete.
For further information concerning the Joint
Venture, reference is made to the text of the
JV Agreement, which is filed as an exhibit to
this Form 8-K and is incorporated herein by
reference.
(c) Agreement with Circus Circus Enterprises, Inc.
On May 30, 1996, the Registrant entered into
an agreement (the "Circus Agreement") with
Circus Circus Enterprises, Inc. ("Circus")
which provides for the Registrant to transfer
to Circus a portion of the Huron North
Property, comprising at least 30 acres,
suitable for Circus to develop thereon a
hotel-casino resort containing approximately
2,000 guest rooms in an architectural format
that conforms to a master plan for the Huron
North Property designed by the Registrant.
While the Registrant will act as master-
developer for the Huron North Property, the
Registrant will own no interest in the
project to be developed by Circus, which will
be located adjacent to the Registrant's
planned wholly owned resort. Transfer of the
property to Circus is subject to the
Registrant's determination to proceed with
the development of the Huron North Property,
which is subject to the satisfaction of a
number of conditions. Circus's ability to
proceed with its planned development is also
subject to its obtaining the requisite gaming
and other licenses and approvals from state
and local authorities. Assuming that these
conditions are satisfied, as to which there
can be no assurance, Circus anticipates that
it could begin construction some time in
1997, with an anticipated 24-month
construction period.
For further information concerning the Circus
Agreement, reference is made to the text of
the Circus Agreement, which is filed as an
exhibit to this Form 8-K and is incorporated
herein by reference.
3
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Joint Venture Agreement of Stardust A.C.,
dated as of May 29, 1996, between MAC, CORP.
and Grand K, Inc. (without exhibit).
Incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K of Boyd Gaming
Corporation (Commission File No. 1-12168)
dated June 7, 1996.
99.2 Letter agreement, dated May 30, 1996, between
the Registrant and Circus Circus Enterprises,
Inc. ("Circus"). Incorporated by reference
to Exhibit 10(a) to the Quarterly Report on
Form 10-Q of Circus (Commission File No. 1-
8570) for the fiscal quarter ended April 30,
1996.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
MIRAGE RESORTS, INCORPORATED
(Registrant)
Date: June 25, 1996 By: BRUCE A. LEVIN
BRUCE A. LEVIN
Vice President and
General Counsel
5
