<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, VIA EDGAR, ON OCTOBER 30,
1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
MIRAGE RESORTS, INCORPORATED
(Exact name of Registrant as specified in its charter)
____________________
NEVADA 88-0058016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
____________________
3400 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
(702) 791-7111
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
____________________
BRUCE A. LEVIN, ESQUIRE
MIRAGE RESORTS, INCORPORATED
3400 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 791-7111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
PLEASE SEND A COPY OF ALL CORRESPONDENCE TO:
HOWELL J. REEVES, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR PACKARD BUILDING
111 SOUTH 15TH STREET
PHILADELPHIA, PENNSYLVANIA 19102
(215) 977-2000
____________________
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. /x/
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered (1) Per Unit (2)(3) Price (1)(2)(3) Fee(4)
<S> <C> <C> <C> <C>
Debt Securities (5)........
Preferred Stock,
$.10 par value (5)....
Depositary Shares (6)...... $750,000,000 100% $750,000,000 $227,273
Common Stock,
$.004 par value (5)...
Warrants (5)...............
=================================================================================================
</TABLE>
(1) In United States dollars or the equivalent thereof in one or more foreign
currencies or units of two or more foreign currencies or composite
currencies (such as European Currency Units). The aggregate initial
offering price of the above-referenced securities (collectively, the
"Securities") registered hereby will not exceed $750,000,000. Such amount
represents the principal amount of any Debt Securities issued at their
principal amount, the issue price rather than the principal amount of any
Debt Securities issued at an original issue discount, the issue price of
any shares of Common Stock, the liquidation preference (or, if different,
the issue price) of any shares of Preferred Stock and the issue price of
any Warrants (but not the exercise price of any Securities issuable upon
the exercise of such Warrants).
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act").
(3) No separate consideration will be received for (i) any Depositary Shares
representing shares of Preferred Stock or (ii) any Debt Securities, shares
of Common Stock or shares of Preferred Stock that may be issuable upon
conversion of, or in exchange for, convertible or exchangeable Debt
Securities or Preferred Stock (including any securities issuable upon stock
splits or similar transactions pursuant to Rule 416 under the Securities
Act).
(4) Calculated pursuant to Rule 457 under the Securities Act, based upon bona
fide estimate as of the date hereof of the maximum aggregate offering
price.
(5) Includes such indeterminate principal amount of Debt Securities, such
indeterminate number of shares of Common Stock and Preferred Stock, such
indeterminate number of Warrants to purchase Debt Securities, shares of
Common Stock or shares of Preferred Stock and such indeterminate principal
amount of Debt Securities, or number of shares of Common Stock or Preferred
Stock as may be issued upon conversion of, or in exchange for, or upon
exercise of, convertible or exchangeable Debt Securities, Preferred Stock
or Warrants (including any securities issuable upon stock splits or similar
transactions pursuant to Rule 416 under the Securities Act).
(6) Represents such indeterminate number of Depositary Shares as may be
evidenced by Depositary Receipts issued pursuant to a Deposit Agreement.
In the event that the Registrant elects to offer to the public fractional
interests in shares of the Preferred Stock registered hereunder, Depositary
Receipts will be distributed to those persons acquiring such fractional
interests and such shares of Preferred Stock will be issued to a Depositary
under the terms of a Deposit Agreement.
_____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
*******************************************************************************
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities law of any such State.
*******************************************************************************
<PAGE>
SUBJECT TO COMPLETION DATED OCTOBER 30, 1997
PROSPECTUS
$750,000,000
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 $750,000,000, 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
Exchange under the symbol "MIR." On October 29, 1997, the last reported sale
price of the Common Stock, as reported on the New York Stock Exchange Composite
Tape, was $25 per share.
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
<PAGE>
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 NOR HAS THE
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 MISSISSIPPI GAMING COMMISSION, 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 , 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT
COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "PLAN OF DISTRIBUTION."
------------------
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. The Commission maintains a Web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants, such as the Company, that file
electronically with the Commission. 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 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
3
<PAGE>
respective dates: (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996; (ii) the Company's Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 1997 and June 30, 1997; (iii) the
Company's Current Reports on Form 8-K dated January 10, 1997 and August 1, 1997;
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.
------------------
THE COMPANY
The Company owns and operates some of the most successful, well-known
casino-based entertainment resorts in the world. These resorts include (i) The
Mirage, a hotel-casino and destination resort on the Las Vegas Strip, (ii)
Treasure Island at The Mirage, a hotel-casino and destination 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 also owns a 50% interest in a joint venture which owns and operates the
Monte Carlo Resort & Casino ("Monte Carlo"), a hotel-casino resort on the Las
Vegas Strip which opened on June 21, 1996. The Company is currently constructing
Bellagio, an elegant hotel-casino and destination resort on the Las Vegas Strip,
and Beau Rivage, a luxurious hotel-casino and beachfront resort in Biloxi,
Mississippi. When these properties are opened, the total number of hotel rooms
at the Company's wholly owned properties will increase by approximately 59% and
total casino square footage at such facilities will increase by approximately
95%. The Company is also planning to construct at least one major casino-based
resort in Atlantic City, New Jersey, provided various conditions to which such
project is subject are satisfied.
4
<PAGE>
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.
GAMING REGULATION
The ownership and operation of casino gaming facilities are subject to
extensive state and local regulation. The States of Nevada, where the Company's
licensed gaming operations are currently conducted, and Mississippi, where the
Company and its subsidiary which is constructing and will operate Beau Rivage
are licensed, and other states, where the Company may conduct gaming operations
in the future (including New Jersey), as well as the applicable local
authorities in such states, require various licenses, findings of suitability,
registrations, permits and approvals (individually, a "Gaming License" and
collectively, "Gaming Licenses") to be held by the Company and its subsidiaries
and joint ventures that are engaged in gaming operations. The Nevada Gaming
Commission (the "Nevada Commission"), as well as the Mississippi Gaming
Commission and the New Jersey Casino Control Commission (individually, a "Gaming
Authority" and collectively, the "Gaming Authorities"), may, among other things,
limit, condition, suspend or revoke a Gaming License or approval to own the
stock or joint venture interest of any of the Company's licensed Nevada or
Mississippi operations or any operations subsequently conducted in New Jersey,
for any cause deemed reasonable by such licensing authority. Substantial fines
or forfeiture of assets for violations of gaming laws or regulations may be
levied against the Company, such subsidiaries and joint ventures and the persons
involved. The suspension or revocation of any of the Company's Gaming Licenses
or levy on the Company of substantial fines or forfeiture of assets could have a
material adverse effect on the business of the Company.
To date, the Company has obtained all Gaming Licenses necessary for the
operation of its existing gaming activities. However, Gaming Licenses and
related approvals are deemed to be privileges under Nevada and Mississippi as
well as New Jersey law, and no assurance can be given that any new Gaming
License that may be required in the future will be granted or that existing
Gaming Licenses will not be revoked or suspended.
Any beneficial holder of Common Stock or any other class of the Company's
voting securities, regardless of the number of shares owned, may be required to
file an application, be investigated and have such holder's suitability as a
beneficial holder of the Company's voting securities determined if the Nevada
Commission has reason to believe that such ownership would be inconsistent with
the declared policies of the State of Nevada.
Any person who acquires beneficial ownership of more than 5% of the
Company's voting securities is required to report the acquisition to the Nevada
Commission. Beneficial owners of more than 10% of the Company's voting
securities are required to apply to the Nevada Commission for a finding of
suitability within 30 days after the Chairman of the Nevada State Gaming Control
Board (the "Nevada Board") mails a written notice requiring such filing. Under
certain circumstances, an "institutional investor," as defined in the Nevada
Gaming Control Act and the regulations promulgated thereunder (collectively, the
"Nevada Act"), which acquires beneficial ownership of more than 10%, but not
more than 15%, of the Company's voting securities may apply to the Nevada
Commission for a waiver of such finding of suitability requirement if such
institutional investor holds the voting securities for investment purposes only.
An institutional
5
<PAGE>
investor shall not be deemed to hold the Company's voting securities for
investment purposes unless the voting securities were acquired and are held in
the ordinary course of business as an institutional investor and not for the
purpose of causing, directly or indirectly, the election of a majority of the
members of the Company's Board of Directors, any change in the corporate
charter, bylaws, management, policies or operations of the Company or any of its
gaming affiliates or any other action which the Nevada Commission finds to be
inconsistent with holding the Company's voting securities for investment
purposes only. Activities which are not deemed to be inconsistent with holding
voting securities for investment purposes only include: (i) voting on all
matters voted on by stockholders; (ii) making financial and other inquiries of
management of the type normally made by securities analysts for informational
purposes and not to cause a change in its management, policies or operations;
and (iii) such other activities as the Nevada Commission may determine to be
consistent with such investment intent.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
the Chairman of the Nevada Board may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails to identify
the beneficial owner. Any stockholder found unsuitable who holds, directly or
indirectly, any beneficial ownership of the Company's voting securities beyond
such period of time as may be prescribed by the Nevada Commission may be guilty
of a criminal offense. The Company is subject to disciplinary action if, after
it receives notice that a person is unsuitable to be a stockholder or to have
any other relationship with the Company or its gaming subsidiaries, the Company:
(i) pays such person any dividend or interest upon voting securities of the
Company; (ii) allows such person to exercise, directly or indirectly, any voting
right conferred through securities held by that person; (iii) pays remuneration
in any form to such person for services rendered or otherwise; or (iv) fails to
pursue all lawful efforts to require such person to relinquish his voting
securities including, if necessary, the immediate purchase of the voting
securities for cash at fair market value.
The Nevada Commission may, in its discretion, require the holder of any
Debt Security of the Company to file applications, be investigated and be found
suitable to own the Debt Security if it has reason to believe that such
ownership would be inconsistent with the declared policies of the State of
Nevada. If the Nevada Commission determines that a person is unsuitable to own
a Debt Security, then pursuant to the Nevada Act, the Company can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest or any
distribution whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation or similar
transaction.
The Mississippi Gaming Commission has jurisdiction over the holders and
beneficial owners of securities issued by the Company similar to that of the
Nevada Commission and may also require their investigation and approval, and the
New Jersey Casino Control Commission will have such jurisdiction and authority
if the Company is subsequently licensed to conduct gaming operations in that
state. An applicant must pay all costs of investigation incurred by a Gaming
Authority in conducting an investigation relating to such applicant.
6
<PAGE>
Under Nevada and Mississippi law, the Company may not make a public
offering of its securities without prior approval of the applicable Gaming
Authorities if the securities or proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in such jurisdictions, or to
retire or extend obligations incurred for such purposes or for similar
transactions. On May 22, 1997, the Nevada Commission granted the Company prior
approval to make public offerings for a period of two years, subject to certain
conditions (the "Shelf Approval"). The Shelf Approval also applies to any
affiliated company wholly owned by the Company (a "Gaming Affiliate") which is a
publicly traded corporation or would become a publicly traded corporation
pursuant to a public offering. The Shelf Approval also includes approval for
the Company's registered and licensed subsidiaries to guarantee any security
issued by, or to hypothecate their assets to secure the payment or performance
of any obligation issued by, the Company or a Gaming Affiliate in a public
offering under the Shelf Approval. However, the Shelf Approval may be rescinded
for good cause without prior notice upon the issuance of an interlocutory stop
order by the Chairman of the Nevada Board and must be renewed biannually. The
Shelf Approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of this
Prospectus or any related Prospectus Supplement or the investment merits of the
Securities offered. Any representation to the contrary is unlawful. The public
offering of the Securities will be made pursuant to the Shelf Approval. The
Company received a similar one-year waiver of approval requirements from the
Mississippi Gaming Commission on May 29, 1997.
Consistent with the foregoing, any indenture governing Debt Securities will
provide that each holder and beneficial owner thereof, by accepting any of the
Debt Securities, shall be deemed to have agreed that if the Gaming Authority of
any jurisdiction in which the Company or any of its subsidiaries conducts or
proposes to conduct gaming requires that a person who is a holder or beneficial
owner must be licensed, qualified or found suitable under applicable Gaming
Laws, such holder or beneficial owner shall apply for a license, qualification
or finding of suitability within the required time period. If such person fails
to apply or become licensed or qualified or is not found suitable (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 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, plus, in either
case, 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 the Gaming Authority. The
Company shall notify the trustee under the indenture applicable to such Debt
Securities of any such redemption as soon as practicable. The Company shall not
be responsible for any costs or expenses any such holder or beneficial owner may
incur in connection with its application for a license, qualification or finding
of suitability.
The foregoing is only a summary of the regulatory requirements applicable
to the Company. For additional information regarding the regulation of the
Company's gaming operations, see the discussion under the caption "Regulation
and Licensing" in Item 1 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, incorporated by reference in this
Prospectus.
7
<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 six months ended June 30, 1997 and each of the years in the
five-year period ended December 31, 1996.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, 1997 YEARS ENDED DECEMBER 31,
-------------------- ------------------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges (1)... 5.5 8.3 8.2 4.5 1.5 1.4
</TABLE>
(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. "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, Beau Rivage and the planned
project in Atlantic City), 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
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").
8
<PAGE>
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 $750 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 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
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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 additional 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 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.
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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 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
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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 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
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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.
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.
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"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.
"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.
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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 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 not less than
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.
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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 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.
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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 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 Trustee for such series. Except as otherwise
described in the applicable Prospectus Supplement or provided for in an
Indenture,
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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 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
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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.
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
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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.
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
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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.
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.
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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).
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
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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 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
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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 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
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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 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
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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").
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
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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.
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.
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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 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 Agent or
any other office indicated in the applicable Prospectus
28
<PAGE>
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
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
29
<PAGE>
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 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
30
<PAGE>
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 LLP, 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 209,000 shares of Common Stock.
EXPERTS
The consolidated balance sheets of Mirage Resorts, Incorporated and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity and cash flows for the years ended
December 31, 1996, 1995 and 1994, 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.
31
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
sale of the securities being registered in the Registration Statement are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee.. $ 227,273
Accounting fees and expenses......................... 60,000
Legal fees and expenses.............................. 150,000
Rating agency fees................................... 400,000
Printing and engraving expenses...................... 125,000
Trustee and registrar fees and expenses.............. 15,000
Miscellaneous expenses............................... 72,727
----------
Total $1,050,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Nevada Revised Statutes and the Bylaws of the Company contain
provisions for indemnification of officers, directors, employees and agents of
the Company. The Bylaws provisions require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each person will be
indemnified in any proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company. Indemnification would cover expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement. In addition, the Company's
Articles of Incorporation provide that officers and directors shall not be
personally liable to the Company or its stockholders for damages for breach of
their fiduciary duty, except for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or for the payment of a dividend
in violation of Nevada law.
The Company maintains in effect a liability insurance policy under which
officers and directors of the Company and its subsidiaries are generally
indemnified against losses and liability (including costs, expenses, settlements
and judgments) incurred by them in such capacities, individually or otherwise,
other than specified excluded losses. The insurance policy will pay on behalf
of the Company or its subsidiaries all covered losses for which the Company or
its subsidiaries grant indemnification to any officer or director as permitted
by law which the officer or director becomes legally obligated to pay on account
of an indemnifiable claim. However, the policy excludes any claims or loss
arising out of the filing of a registration statement under the Securities Act,
the Exchange Act or any state Blue Sky or securities law.
See Item 17 of this Part II for further information concerning
indemnification of directors, officers and controlling persons of the Company.
II-1
<PAGE>
ITEM 16. EXHIBITS.
4 Form of Indenture. Incorporated by reference to Exhibit 4 to the
Registration Statement filed by the Registrant on Form S-3 under the
Securities Act of 1933 (No. 333-07261).
5 Opinion and Consent of Peter C. Walsh, Esquire.
12 Computation of ratio of earnings to fixed charges.
15 Letter from Arthur Andersen LLP re: unaudited interim financial
information.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Peter C. Walsh, Esquire (contained in Exhibit 5).
24 Power of Attorney (see pages II-4 and II-5).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereto)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (1)(i)and
(1)(ii) do not apply if the information required to be included in
a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 15 of this Part II,
or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed
by the Commission under Section 305(b)(2) of the Act.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on October 29, 1997.
MIRAGE RESORTS, INCORPORATED
By: /s/ STEPHEN A. WYNN
----------------------------------------
Stephen A. Wynn
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel R. Lee and Bruce A. Levin, and each of
them, jointly and severally, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith (including,
without limitation, any related registration statement or amendment thereto
filed in accordance with Rule 462 under the Securities Act of 1933, as amended),
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
as to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------- --------------------------------- -----------------
/s/ STEPHEN A. WYNN Chairman of the Board, President October 29, 1997
- ------------------------- and Chief Executive Officer
Stephen A. Wynn (Principal Executive Officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
- ------------------------- --------------------------------- -----------------
/s/ DANIEL R. LEE Senior Vice President -- Finance October 29, 1997
- ------------------------- and Development, Chief Financial
Daniel R. Lee Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ ELAINE P. WYNN Director October 29, 1997
- -------------------------
Elaine P. Wynn
/s/ MELVIN B. WOLZINGER Director October 29, 1997
- -------------------------
Melvin B. Wolzinger
/s/ RONALD M. POPEIL Director October 29, 1997
- -------------------------
Ronald M. Popeil
/s/ DANIEL B. WAYSON Director October 29, 1997
- -------------------------
Daniel B. Wayson
/s/ GEORGE J. MASON Director October 29, 1997
- -------------------------
George J. Mason
/s/ RICHARD D. BRONSON Director October 29, 1997
- -------------------------
Richard D. Bronson
II-5
<PAGE>
EXHIBIT 5
[Mirage Resorts Letterhead]
October 29, 1997
Mirage Resorts, Incorporated
3400 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Mirage Resorts, Incorporated
Registration Statement on Form S-3
----------------------------------
Gentlemen:
I am Assistant General Counsel of Mirage Resorts, Incorporated, a Nevada
corporation (the "Company"). In such capacity, I have reviewed the Registration
Statement on Form S-3 (together with all exhibits thereto and documents
incorporated by reference therein, the "Registration Statement") in the form
proposed to be filed by the Company with the Securities and Exchange Commission
(the "Commission"). The Registration Statement relates to the issuance and sale
from time to time, pursuant to Rule 415 of the General Rules and Regulations of
the Commission promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), of the following securities of the Company with an aggregate
initial public offering price of up to $750,000,000 or the equivalent thereof in
one or more foreign currencies or composite currencies: (i) debt securities,
which may be any of senior secured debt securities, senior unsecured debt
securities, senior subordinated debt securities or subordinated debt securities,
in one or more series (the "Debt Securities"), which in each case are to be
issued under an indenture (an "Indenture" and, collectively with any other
indentures relating to other Debt Securities and/or Additional Debt Securities
(as defined), the "Indentures") to be entered into between the Company and an
institution to be designated prior to the issuance of any Debt Securities under
such Indenture to serve as trustee thereunder (a "Trustee" and, collectively
with the trustees, if any, under other Indentures, the "Trustees"); (ii) shares
of the Company's common stock, $0.004 par value (the "Common Stock"); (iii)
shares of the Company's preferred stock, $.10 par value (the "Preferred Stock"),
in one or more series, which may also be issued in the form of depositary shares
(the "Depositary Shares") evidenced by depositary receipts (the "Receipts");
(iv) warrants to purchase Debt Securities (the "Debt Warrants") to be issued
pursuant to a warrant agreement relating to Debt Warrants and/or Additional Debt
Warrants (as defined), as the case may be (the "Debt Warrant Agreement"),
between the Company and a warrant agent (the "Debt Warrant Agent") to be
appointed prior to the issuance of Debt Warrants or Additional Debt Warrants;
(v) warrants to purchase Common Stock (the "Common Stock Warrants") to be issued
pursuant to a warrant agreement relating to Common Stock Warrants and/or
Additional Common Stock Warrants (as defined), as the case may be (the "Common
Stock Warrant Agreement"), between the Company and a warrant agent (the "Common
Stock Warrant Agent") to be appointed prior to the issuance of Common Stock
Warrants or Additional Common Stock Warrants; and (vi) warrants to purchase
Preferred Stock (the "Preferred
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 2
Stock Warrants," and, together with the Debt Warrants and the Common Stock
Warrants, the "Warrants") to be issued pursuant to a warrant agreement relating
to Preferred Stock Warrants and/or Additional Preferred Stock Warrants (as
defined), as the case may be (the "Preferred Stock Warrant Agreement"), between
the Company and a warrant agent (the "Preferred Stock Warrant Agent") to be
appointed prior to the issuance of Preferred Stock Warrants or Additional
Preferred Stock Warrants. The Debt Securities, the Common Stock, the Preferred
Stock, the Depositary Shares and the Warrants are collectively referred to
herein as the "Offered Securities."
This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
For the purpose of rendering this opinion, I have examined (i) the Registration
Statement relating to the Offered Securities; (ii) the form of Indenture being
filed as an exhibit to the Registration Statement; (iii) the Articles of
Incorporation of the Company, as amended to date (the "Articles of
Incorporation"); (iv) the Bylaws of the Company as currently in effect (the
"Bylaws"); and (v) certain resolutions adopted by the Board of Directors of the
Company (the "Board of Directors") relating to the issuance of the Offered
Securities and the authorization of the filing of an additional registration
statement (the "Additional Registration Statement") for the purpose of
registering for issuance and sale an additional amount of Offered Securities
pursuant to Rule 462(b) under the Securities Act (the "Additional Offered
Securities"). The Additional Offered Securities may consist of one or more of
the following: additional Debt Securities ("Additional Debt Securities"),
additional Common Stock ("Additional Common Stock"), additional Preferred Stock
("Additional Preferred Stock"), additional Depository Shares ("Additional
Depository Shares"), additional Debt Warrants ("Additional Debt Warrants"),
Additional Common Stock Warrants ("Additional Common Stock Warrants") and
additional Preferred Stock Warrants ("Additional Preferred Stock Warrants"). I
have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed without independent verification (i) the legal
capacity of all natural persons, (ii) the genuineness of all signatures, (iii)
the authenticity of all documents submitted to me as originals, (iv) the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents and (v) the power and authority of all persons other than the
Company signing such documents to execute, deliver and perform such documents,
and the valid authorization, execution and delivery of such documents by such
other persons. As to any facts material to the opinions expressed herein which
were not independently established or verified, I have relied upon oral or
written statements and representations of officers or other representatives of
the Company and others.
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 3
I am admitted to the Bar in the State of Nevada and I do not express any opinion
as to the laws of any other jurisdiction other than the federal laws of the
United States of America to the extent referred to specifically herein. The
Offered Securities and any Additional Offered Securities may be issued from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including applicable rules and regulations, in effect on the date hereof.
I assume no obligation to update such opinion.
Based upon and subject to the foregoing, such examinations of law and such other
matters as I have deemed relevant under the circumstances, I am of the opinion
that, as of the date hereof:
1. The form of Indenture filed as an exhibit to the Registration
Statement (the "Basic Indenture") has been duly authorized by the
Board of Directors. The Basic Indenture and each other Indenture in
the form of the Basic Indenture, as modified in accordance with duly
adopted resolutions of the Board of Directors, including any
appropriate committee appointed thereby, to reflect the additional
terms applicable to the Debt Securities and/or any Additional Debt
Securities to which such Indenture relates, when executed and
delivered by the Company, will be a valid and binding agreement,
enforceable against the Company in accordance with its terms, except
to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally, (b) general principles of
equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (c) requirements that a claim with
respect to any Debt Securities or Additional Debt Securities, as the
case may be, denominated other than in United States dollars (or a
judgment denominated other than in United States dollars in respect of
such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law
and (d) governmental authority to limit, delay or prohibit the making
of payments outside the United States or in foreign currency or
composite currency.
2. With respect to any series of Debt Securities or Additional Debt
Securities (collectively, the "Offered Debt Securities"), when (i) if
the Offered Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with
respect to the Offered Debt Securities (the "Debt Underwriting
Agreement") has been duly authorized, executed and delivered by the
Company and the other parties thereto; (ii) if the Offered Debt
Securities are to be sold on an agency basis, the distribution
agreement with respect to the Offered Debt Securities (the "Debt
Distribution Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iii) the
Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the
Offered Debt Securities and related matters; (iv) the terms of the
Offered
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 4
Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture relating thereto so as
not to violate any applicable law, the Articles of Incorporation or
Bylaws or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; (v) the applicable Indenture has
been duly executed and delivered by the Company and the Trustee
thereunder; and (vi) the Offered Debt Securities have been duly
executed and authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Offered Debt
Securities, when issued and sold in accordance with the applicable
Indenture and the related Debt Underwriting Agreement or Debt
Distribution Agreement, if any, or any other duly authorized, executed
and delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (c)
requirements that a claim with respect to any Debt Securities or
Additional Debt Securities denominated other than in United States
dollars (or a judgment denominated other than in United States dollars
in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to
applicable law and (d) governmental authority to limit, delay or
prohibit the making of payments outside the United States or in
foreign currency or composite currency.
I note that, as of the date hereof, a judgment for money in an action
based on a Debt Security or an Additional Debt Security denominated in
a foreign currency, currency unit or composite currency in a federal
or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency, currency
unit or composite currency in which a particular Debt Security or an
Additional Debt Security is denominated into United States dollars
will depend upon various factors, including which court renders the
judgment.
3. With respect to any shares of Common Stock or Additional Common Stock
(collectively, the "Offered Common Stock"), when (i) if the Offered
Common Stock is to be sold pursuant to a firm commitment underwritten
offering, the underwriting agreement with respect to the Offered
Common Stock (the "Common Stock Underwriting Agreement") has been duly
authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Common Stock is to be
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 5
sold on an agency basis, the distribution agreement with respect to
the Offered Common Stock (the "Common Stock Distribution Agreement")
has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of
the Company have taken all necessary corporate action to approve the
issuance and terms of issuance of the shares of Offered Common Stock
in conformity with the Articles of Incorporation and the Bylaws, so as
not to violate any applicable law, the Articles of Incorporation or
the Bylaws or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (iv) certificates
representing the shares of the Offered Common Stock are duly executed,
countersigned, registered and delivered upon payment of the agreed-
upon consideration therefor, the shares of the Offered Common Stock,
when issued and sold in accordance with the related Common Stock
Underwriting Agreement or Common Stock Distribution Agreement, if any,
or any other duly authorized, executed and delivered applicable
purchase agreement, will be duly authorized, validly issued, fully
paid and nonassessable, provided that the consideration therefor is
not less than the par value thereof.
4. With respect to the shares of any series of Preferred Stock or
Additional Preferred Stock (collectively, the "Offered Preferred
Stock"), when (i) if the Offered Preferred Stock is to be sold
pursuant to a firm commitment underwritten offering, the underwriting
agreement with respect to the shares of the Offered Preferred Stock
(the "Preferred Stock Underwriting Agreement") has been duly
authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Preferred Stock is to be sold on
an agency basis, the distribution agreement with respect to the
Offered Preferred Stock (the "Preferred Stock Distribution Agreement")
has been duly authorized, executed and delivered by the Company and
the other parties thereto; (iii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of
the Company have taken all necessary corporate action to approve the
issuance and terms of the shares of the Offered Preferred Stock and
related matters, including the adoption of a certificate of
designation for the Offered Preferred Stock in the form required by
applicable law (the "Certificate of Designation"); (iv) the filing of
the Certificate of Designation with the Secretary of State of the
State of Nevada has duly occurred; (v) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly
established in conformity with the Articles of Incorporation, the
Certificate of Designation and the Bylaws, so as not to violate any
applicable law, the Articles of Incorporation, the Certificate of
Designation or the Bylaws or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 6
Company; and (vi) certificates representing the shares of the Offered
Preferred Stock are duly executed, countersigned, registered and
delivered upon payment of the agreed-upon consideration therefor, the
shares of the Offered Preferred Stock, when issued and sold in
accordance with the related Preferred Stock Underwriting Agreement or
Preferred Stock Distribution Agreement, if any, or any other duly
authorized, executed and delivered applicable purchase agreement, will
be duly authorized, validly issued, fully paid and nonassessable,
provided that the consideration therefor is not less than the par
value thereof.
5. With respect to Depositary Shares or Additional Depositary Shares
representing fractional interests in any series of Preferred Stock or
Additional Preferred Stock (collectively, the "Offered Depositary
Shares"), when (i) if the Offered Depositary Shares are to be sold
pursuant to a firm commitment underwritten offering, the Preferred
Stock Underwriting Agreement with respect to the Offered Depositary
Shares has been duly authorized, executed and delivered by the Company
and the other parties thereto; (ii) if the Offered Depositary Shares
are to be sold on an agency basis, the distribution agreement with
respect to the Offered Depositary Shares (the "Depositary Shares
Distribution Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iii) the
Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the
Offered Depositary Shares and related matters, including the adoption
of the Certificate of Designation for the related series of Preferred
Stock in the form required by applicable law (the "Underlying
Preferred Stock Certificate of Designation"); (iv) the filing of the
Underlying Preferred Stock Certificate of Designation with the
Secretary of State of the State of Nevada has duly occurred; (v) a
deposit agreement between the Company and an institution appointed by
the Company to act as depositary thereunder (the "Deposit Agreement")
has been duly authorized by the Board of Directors and executed and
delivered by the Company; (vi) the institution appointed by the
Company to act as depositary under the Deposit Agreement (the
"Depositary") has duly authorized, executed and delivered the Deposit
Agreement; (vii) the terms of the Offered Depositary Shares and of
their issuance and sale have been duly established in conformity with
the Deposit Agreement so as not to violate any applicable law, the
Articles of Incorporation or the Bylaws or result in a default under
or breach of any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company;
(viii) the related series of Preferred Stock and/or Additional
Preferred Stock, as the case may be, has been duly authorized, validly
issued and delivered to the Depositary for deposit in accordance with
the laws of the State of Nevada; and (ix) the Receipts evidencing the
Offered Depositary Shares are duly issued against the deposit of the
Preferred Stock and/or Additional Preferred Stock, as the case may be,
in accordance
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 7
with the Deposit Agreement, such Offered Depositary Shares will be
validly issued and the Receipts will entitle the holders thereof to
the rights specified therein and in the Deposit Agreement, provided
that the consideration therefor is not less than the par value of the
Preferred Stock and/or Additional Preferred Stock, as the case may be,
represented by such Offered Depositary Shares.
6. With respect to any Debt Warrants or Additional Debt Warrants
(collectively, the "Offered Debt Warrants"), when (i) if the Offered
Debt Warrants are to be sold pursuant to a firm commitment
underwritten offering, the Debt Underwriting Agreement with respect to
the Offered Debt Warrants has been duly authorized, executed and
delivered by the Company and the other parties thereto; (ii) if the
Offered Debt Warrants are to be sold on an agency basis, the
distribution agreement with respect to the Offered Debt Warrants (the
"Debt Warrant Distribution Agreement") has been duly authorized,
executed and delivered by the Company and the other parties thereto;
(iii) the Board of Directors, including any appropriate committee
appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance and terms of
the Offered Debt Warrants and related matters; (iv) the terms of the
Offered Debt Warrants and of their issuance and sale have been duly
established in conformity with the Debt Warrant Agreement so as not to
violate any applicable law, the Articles of Incorporation or the
Bylaws or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; (v) the Debt Warrant Agreement
has been duly authorized, executed and delivered by the Company to the
Debt Warrant Agent; (vi) the Debt Warrant Agreement has been duly
authorized, delivered and executed by the Debt Warrant Agent; and
(vii) the Offered Debt Warrants have been duly executed and
authenticated in accordance with the provisions of the Debt Warrant
Agreement and duly delivered to the purchasers thereof upon payment of
the agreed-upon consideration therefor, the Offered Debt Warrants,
when issued and sold in accordance with the Debt Warrant Agreement and
the related Debt Underwriting Agreement or Debt Warrant Distribution
Agreement, if any, or any other duly authorized, executed and
delivered applicable purchase agreement, will be valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or other similar laws
now or hereafter in effect relating to or affecting creditors' rights
generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), (c)
requirements that a claim with respect to any Debt Warrants or
Additional Debt Warrants to purchase Debt Securities or Additional
Debt Securities, as the case may be, denominated other than in United
States dollars (or a judgment denominated other than in United States
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 8
dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law and (d) governmental authority to limit, delay or
prohibit the making of payments outside the United States or in
foreign currency or composite currency.
I note that, as of the date hereof, a judgment for money in an action
based on a Debt Warrant or an Additional Debt Warrant to purchase a
Debt Security or an Additional Debt Security denominated in a foreign
currency, currency unit or composite currency in a federal or state
court in the United States ordinarily would be enforced in the United
States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency, currency unit or composite
currency in which a particular Debt Security or an Additional Debt
Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment.
7. With respect to any Preferred Stock Warrants or Additional Preferred
Stock Warrants (collectively, the "Offered Preferred Stock Warrants"),
when (i) if the Offered Preferred Stock Warrants are to be sold
pursuant to a firm commitment underwritten offering, the Preferred
Stock Underwriting Agreement with respect to the Offered Preferred
Stock Warrants has been duly authorized, executed and delivered by the
Company and the other parties thereto; (ii) if the Offered Preferred
Stock Warrants are to be sold on an agency basis, the distribution
agreement with respect to the Offered Preferred Stock Warrants (the
"Preferred Stock Warrant Distribution Agreement") has been duly
authorized, executed and delivered by the Company and the other
parties thereto; (iii) the Board of Directors, including any
appropriate committee appointed thereby, and appropriate officers of
the Company have taken all necessary corporate action to approve the
issuance and terms of the Offered Preferred Stock Warrants and related
matters; (iv) the terms of the Offered Preferred Stock Warrants and of
their issuance and sale have been duly established in conformity with
the Preferred Stock Warrant Agreement so as not to violate any
applicable law, the Articles of Incorporation or the Bylaws or result
in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having
jurisdiction over the Company; (v) the Preferred Stock Warrant
Agreement has been duly authorized, executed and delivered by the
Company to the Preferred Stock Warrant Agent; (vi) the Preferred Stock
Warrant Agreement has been duly authorized, executed and delivered by
the Preferred Stock Warrant Agent; and (vii) the Offered Preferred
Stock Warrants have been duly executed and authenticated in accordance
with the provisions of the Preferred Stock Warrant Agreement and duly
delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the Offered Preferred Stock Warrants, when
issued and sold in accordance with the Preferred Stock Warrant
Agreement and the
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 9
related Preferred Stock Underwriting Agreement or Preferred Stock
Warrant Distribution Agreement, if any, or any other duly authorized,
executed and delivered applicable purchase agreement, will be valid
and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereafter in effect relating to or affecting
creditors' rights generally and (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at
law or in equity), provided that the per share consideration payable
upon the exercise of the Offered Preferred Stock Warrants is not less
than the par value of the Preferred Stock or the Additional Preferred
Stock, as the case may be, purchased pursuant to the Offered Preferred
Stock Warrants.
8. With respect to any Common Stock Warrants or Additional Common Stock
Warrants (collectively, the "Offered Common Stock Warrants"), when (i)
if the Offered Common Stock Warrants are to be sold pursuant to a firm
commitment underwritten offering, the Common Stock Underwriting
Agreement with respect to the Offered Common Stock Warrants has been
duly authorized, executed and delivered by the Company and the other
parties thereto; (ii) if the Offered Common Stock Warrants are to be
sold on an agency basis, the distribution agreement with respect to
the Offered Common Stock Warrants (the "Common Stock Warrant
Distribution Agreement") has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iii) the
Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all
necessary corporate action to approve the issuance and terms of the
Offered Common Stock Warrants and related matters; (iv) the terms of
the Offered Common Stock Warrants and of their issuance and sale have
been duly established in conformity with the Common Stock Warrant
Agreement so as not to violate any applicable law, the Articles of
Incorporation or the Bylaws or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; (v) the Common
Stock Warrant Agreement has been duly authorized, executed and
delivered by the Company to the Common Stock Warrant Agent; (vi) the
Common Stock Warrant Agreement has been duly authorized, executed and
delivered by the Common Stock Warrant Agent; and (vii) the Offered
Common Stock Warrants have been duly executed and authenticated in
accordance with the provisions of the Common Stock Warrant Agreement
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Offered Common Stock Warrants,
when issued and sold in accordance with the Common Stock Warrant
Agreement and the related Common Stock Underwriting Agreement or
Common Stock Warrant Distribution Agreement, if any, or any other duly
authorized, executed and delivered
<PAGE>
Mirage Resorts, Incorporated
October 29, 1997
Page 10
applicable purchase agreement, will be valid and binding obligations
of the Company, enforceable against the Company in accordance with
their respective terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity), provided that the per
share consideration payable upon the exercise of the Offered Common
Stock Warrants is not less than the par value of the Common Stock or
the Additional Common Stock, as the case may be, purchased pursuant to
the Offered Common Stock Warrants.
I hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and the incorporation by reference of this opinion
as an exhibit to the Additional Registration Statement. I also consent to the
reference to me under the heading "Legal Matters" in the Registration Statement
and the incorporation by reference of such reference to me in the Additional
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission.
As of the date hereof, I hold options to purchase 209,000 shares of Common
Stock.
Very truly yours,
/s/ PETER C. WALSH
- ------------------
Peter C. Walsh
Assistant General Counsel
<PAGE>
EXHIBIT 12
MIRAGE RESORTS, INCORPORATED
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX FOR THE YEARS ENDED DECEMBER 31,
MONTHS ENDED ----------------------------------------------------
JUNE 30, 1997 1996 1995 1994 1993 1992
------------- --------- --------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Income before
income taxes,
extraordinary item
and cumulative effect
of change in
accounting principle........ $163,378 $318,408 $265,261 $196,004 $ 72,303 $ 45,583
Equity in (undistributed
income) loss of less-than-
50%-owned venture.......... 660 2,316 (321) -- -- --
Interest expense............ 5,704 6,825 23,183 44,215 63,465 99,246
Estimated interest
component of rental
expense..................... 792 1,411 1,192 1,074 1,069 1,055
------------ --------- --------- -------- -------- ---------
Earnings as defined......... $170,534 $328,960 $289,315 $241,293 $136,837 $145,884
============ ========= ========= ======== ======== =========
Interest expense............ $ 5,704 $ 6,825 $ 23,183 $ 44,215 $ 63,465 $ 99,246
Interest capitalized........ 21,499 24,281 9,616 7,815 25,080 4,158
Proportionate share of
interest cost of 50%
-owned venture............. 3,137 7,243 1,495 -- -- --
Estimated interest
component of rental
expense..................... 792 1,411 1,192 1,074 1,069 1,055
------------ --------- --------- -------- -------- ---------
Fixed charges as
defined..................... $ 31,132 $ 39,760 $ 35,486 $ 53,104 $ 89,614 $104,459
============ ========= ========= ======== ======== =========
Ratio of earnings to
fixed charges............... 5.5 8.3 8.2 4.5 1.5 1.4
=== === === === === ===
</TABLE>
<PAGE>
EXHIBIT 15
October 29, 1997
To Mirage Resorts, Incorporated
We are aware that Mirage Resorts, Incorporated has incorporated by
reference in its Registration Statement on Form S-3 its Form 10-Q for the
quarter ended June 30, 1997, which includes our report dated August 11, 1997
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C under the Securities Act of 1933, that report is not
considered a part of the Registration Statement prepared or certified by our
Firm or a report prepared or certified by our Firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
- ------------------------------
ARTHUR ANDERSEN LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
March 7, 1997, included in Mirage Resorts, Incorporated's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 and to all references to our
Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
-------------------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
October 29, 1997
