SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 22, 1997
MIRAGE RESORTS, INCORPORATED
(Exact name of Registrant as specified in its charter)
Nevada 1-6697 88-0058016
(State or other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
3400 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 791-7111
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 22, 1997, the Registrant and Boardwalk
Casino, Inc., a Nevada corporation ("BCI"),
jointly announced that they had entered into an
agreement whereby the Registrant will acquire BCI
through a merger of a subsidiary of the Registrant
with BCI, with BCI becoming a wholly owned
subsidiary of the Registrant. BCI stockholders
will receive $5 per share in cash pursuant to the
merger. Consummation of the merger is subject to
a number of conditions, including approval by the
stockholders of BCI, the receipt of requisite
approvals from gaming regulatory authorities and
expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The joint press release
issued by the Registrant and BCI is filed as
Exhibit 20 to this Form 8-K and is incorporated
herein by reference and made a part hereof.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated December 22,
1997, among Registrant, Mirage Acquisition
Sub, Inc. and BCI (without Schedules).
Incorporated by reference to Exhibit 2 to the
Schedule 13D, dated December 29, 1997, filed
by Registrant with respect to BCI (the
"Schedule 13D").
2.2 Agreement, dated December 22, 1997, among Registrant,
Diversified Opportunities Group Ltd., Jacobs
Entertainment Nevada, Inc. and Jeffrey P.
Jacobs. Incorporated by reference to Exhibit
5 to the Schedule 13D.
2.3 Agreement, dated December 22, 1997, between Registrant
and Avis P. Jansen, individually, as
executrix of the Estate of Norbert W. Jansen
and as trustee ("Trustee") for the Jansen
Family Trust under an Agreement dated July
14, 1993 (without Exhibits). Incorporated by
reference to Exhibit 3 to the Schedule 13D.
2.4 Agreement of Purchase and Sale and Joint Escrow
Instructions, dated as of December 22, 1997,
between Restaurant Ventures of Nevada, Inc.
and Avis Jansen, as Trustee (without
Exhibits). Incorporated by reference to
Exhibit 4 to the Schedule 13D.
20. Press Release issued by Registrant and BCI, dated
December 22, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
MIRAGE RESORTS, INCORPORATED
(Registrant)
Date: January 6, 1998 By: /s/STEPHEN A. WYNN
Stephen A. Wynn
Chairman of the Board, Chief
Executive Officer and
President
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MIRAGE RESORTS, INCORPORATED
PRESS RELEASE
Contact: Mirage Resorts, Inc. Boardwalk Casino, Inc.
Alan Feldman Louis Sposato
702-650-7400 702-735-2400
MIRAGE RESORTS AGREES TO PURCHASE BOARDWALK CASINO,
COMPLETING ASSEMBLAGE OF A 42 ACRE SITE AT THE
CENTER OF THE LAS VEGAS STRIP
Las Vegas, Nevada, December 22, 1997 - Mirage Resorts,
Incorporated and Boardwalk Casino, Incorporated announced
today that they have entered into an agreement whereby a
subsidiary of Mirage will merge with Boardwalk. Boardwalk
shareholders will receive $5 per share in cash pursuant to the
merger.
Mirage has simultaneously entered into separate agreements
with the Jansen Family Trust and Diversified Opportunities
Group to acquire their common and preferred stock in
Boardwalk, a subordinated note issued by Boardwalk, an
adjacent parcel of land leased by Boardwalk, and certain other
rights. Pursuant to these agreements, Mirage would acquire
53% of Boardwalk's common shares outstanding. The merger is
contingent upon several approvals, including shareholder
approval, expiration of the waiting period under the Hart-
Scott-Rodino Act, and the approval of gaming authorities.
Mirage also announced that it had previously acquired
Boardwalk's entire 16-1/2% First Mortgage Bond issue, as well
as two neighboring parcels of land.
Assuming the merger is consummated, this assemblage would
consist of 12 acres of land, with 817' of contiguous frontage
on the Las Vegas Strip. Mirage owns approximately 30 acres of
land behind this frontage -- land that previously
comprised part of the Dunes golf course and that has not been
utilized for either the Company's 50%-owned Monte Carlo hotel-
casino or the luxurious, wholly-owned Bellagio resort now
under construction.
This combined 42-acre site is at the heart of the new
developments on the Las Vegas Strip. It is between and
contiguous to both Monte Carlo and Bellagio. Hence, the
Boardwalk and any future project that Mirage may choose to
3400 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS NEVADA 89109 (702)791-7111
POST OFFICE BOX 7777, LAS VEGAS NEVADA 89177-0777 FAX (702)792-7626
EXHIBIT 20
<PAGE>
develop adjacent to the Boardwalk can be connected by monorail
and other means to the adjoining properties.
Mirage's total cost for the 12 acres (including approximately
$36 million for Boardwalk's stock pursuant to the merger)
would be approximately $135 million. Such cost is being
funded under Mirage's $1.75 billion credit facility.
The Boardwalk casino-hotel has 652 guest rooms (451 of which
opened in 1996) and a 33,000 square foot casino. This
acquisition will provide Mirage with a profitable existing
facility -- albeit smaller and more moderately priced than the
other Mirage properties -- as well as a potential future site
for another large resort.
"This series of acquisitions demonstrates our continued
confidence in and enthusiasm for Las Vegas," stated Stephen A.
Wynn, Chairman of Mirage Resorts. "We remain extremely
focused on completion of our spectacular Bellagio resort, as
well as our Beau Rivage resort in Biloxi, Mississippi. We are
also, of course, working very hard on the design work for our
Company's planned return to Atlantic City."
"The Boardwalk is profitable and we will continue to operate
it as a mid-priced lodging and gaming alternative for Las
Vegas visitors. We look forward to having the Boardwalk
employees join the Mirage family. Meanwhile, the land
adjoining the Boardwalk provides our Company with an
additional future growth opportunity."
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3400 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS NEVADA 89109 (702)791-7111
POST OFFICE BOX 7777, LAS VEGAS NEVADA 89177-0777 FAX (702)792-7626
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