<PAGE>
As filed with the Securities and Exchange Commission,
via EDGAR, on May 6, 1999
Registration No. 333-
- -----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MIRAGE RESORTS, INCORPORATED
(Exact name of registrant as specified in its charter)
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Nevada 88-0058016
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
--------------------
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7111
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
--------------------
Bruce A. Levin, Esquire
Mirage Resorts, Incorporated
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7111
(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
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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: / x / (File No.
333-39029)
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: / /
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED (1) PER SECURITY (2) PRICE (2) FEE
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Common Stock, $.004 par value........ $70,000,000 $25.25 $70,000,000 $19,460
</TABLE>
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(1) In no event will the aggregate initial offering price of the Securities
registered hereby exceed $70,000,000, or the equivalent thereof in one
or more foreign currencies or composite currencies, including European
currency units.
(2) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457 under the Securities Act.
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<PAGE>
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-3 (File No. 333-39029) filed by Mirage Resorts,
Incorporated on October 30, 1997 with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), is
incorporated by reference into this Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the
undersigned Registrant certifies as follows:
(i) the Registrant or its agent has instructed the
Registrant's bank or a wire transfer service to transmit to the
Commission the applicable filing fee by a wire transfer of such amount
from the account of the Registrant or its agent to the Commission's
account at Mellon Bank as soon as practicable but no later than the
close of the next business day following the filing of this Rule 462(b)
registration statement;
(ii) the Registrant or its agent will not revoke such
instructions; and
(iii) the Registrant or its agent has sufficient funds in
such account to cover the amount of such filing fee.
The Registrant further undertakes that, if such instructions have been
sent after the close of business of such bank or wire transfer service, it
will confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 the
6th day of May, 1999.
MIRAGE RESORTS, INCORPORATED
By: *
------------------------
Stephen A. Wynn
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C>
* Chairman of the Board, President May 6, 1999
- --------------------------------- and Chief Executive Officer
Stephen A. Wynn (Principal Executive Officer)
* Senior Vice President - May 6, 1999
- --------------------------------- Finance and Development,
Daniel R. Lee Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
* Director May 6, 1999
- ---------------------------------
Elaine P. Wynn
* Director May 6, 1999
- ---------------------------------
Melvin B. Wolzinger
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C>
* Director May 6, 1999
- ---------------------------------
Ronald M. Popeil
* Director May 6, 1999
- ---------------------------------
Daniel B. Wayson
* Director May 6, 1999
- ---------------------------------
George J. Mason
* Director May 6, 1999
- ---------------------------------
Richard D. Bronson
* By
-----------------------------
Bruce A. Levin
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
ITEM DESCRIPTION
---- -----------
5 Opinion and Consent of Peter C. Walsh, Esquire.
(Incorporated by reference to Exhibit 5 to the
Registrant's Registration Statement on Form S-3
(Commission File No. 333-39029)).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Peter C. Walsh, Esquire (included in Exhibit
5).
24 Power of Attorney (Incorporated by reference to Exhibit
24 to the Registrant's Registration Statement on Form
S-3 (Commission File No. 333-39029)).
II-3
<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
February 22, 1999, included in Mirage Resorts, Incorporated's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and to all references to
our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
May 5, 1999
