<PAGE>
Prospectus Supplement to Prospectus dated November 3, 1997.
FILED PURSUANT TO RULE 424(b)(5)
UNDER THE SECURITIES ACT OF 1933 AS AMENDED
COMMISSION FILE NOS: 333-39029
333-77973
16,633,663 Shares
Mirage Resorts, Incorporated
Common Stock
----------------
Mirage Resorts, Incorporated is offering 16,633,663 shares of common stock
by this prospectus supplement. Our common stock is listed for trading on the
New York Stock Exchange and the Pacific Exchange under the symbol "MIR". On
May 6, 1999, the last reported sale price of our common stock on the New York
Stock Exchange was $25.50 per share.
----------------
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or 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 underwriter will purchase the common stock from Mirage Resorts,
Incorporated at a price of $25.00 per share (resulting in $415,841,575
aggregate net proceeds (before expenses) to Mirage Resorts, Incorporated).
The underwriter may offer the common stock in transactions in the over-the-
counter market or through negotiated transactions at market prices or at
negotiated prices. The underwriter may not offer the common stock to the
public through the facilities of a national securities exchange or to or
through a market maker otherwise than on an exchange. See "Underwriting".
----------------
The underwriter expects to deliver the shares against payment in New York,
New York on May 11, 1999.
Goldman, Sachs & Co.
----------------
Prospectus Supplement dated May 6, 1999.
<PAGE>
UNDERWRITING
Mirage Resorts, Incorporated and Goldman, Sachs & Co., as the underwriter
for the offering, have entered into an underwriting agreement with respect to
the shares being offered by this prospectus supplement. Subject to conditions,
Mirage Resorts, Incorporated has agreed to sell to the underwriter, and the
underwriter has agreed to purchase from Mirage Resorts, Incorporated, the
16,633,663 shares of common stock offered hereby.
Under the terms and conditions of the underwriting agreement, the under-
writer is committed to take and pay for all of the shares offered hereby, if
any are taken.
The underwriter proposes to offer the shares of common stock from time to
time for sale in one or more transactions in the over-the-counter market,
through negotiated transactions or otherwise at market prices prevailing at
the time of the sale, at prices related to prevailing market prices or at ne-
gotiated prices, subject to receipt and acceptance by it and subject to its
right to reject any order in whole or in part. The underwriter may not offer
the shares of common stock to the public through the facilities of a national
securities exchange or to or through a market maker otherwise than on an ex-
change. In connection with the sale of the shares of common stock offered
hereby, the underwriter may be deemed to have received compensation in the
form of underwriting discounts. The underwriter may effect such transactions
by selling shares of the common stock offered hereby to or through dealers,
and such dealers may receive compensation in the form of discounts, conces-
sions or commissions from the underwriter and/or purchasers of shares of com-
mon stock for whom they may act as agents or to whom they may sell as princi-
pal.
Mirage Resorts, Incorporated has agreed with the underwriter not to dispose
of or hedge any of its common stock or securities convertible into or ex-
changeable for shares of such common stock during the period from the date of
this prospectus supplement continuing through the date 90 days after the date
of this prospectus supplement, except with the prior written consent of the
underwriter, other than (A) the issuance by Mirage Resorts, Incorporated of
shares of common stock upon the exercise of an option or warrant or the con-
version of a security outstanding on the date hereof or (B) the granting of
stock options or the issuance of restricted stock under the current employee
benefit plans of Mirage Resorts, Incorporated. The principal stockholder of
Mirage Resorts, Incorporated has entered into a similar agreement with the un-
derwriter.
In connection with the offering, the underwriter may purchase and sell
shares of common stock in the open market. These transactions may include
short sales and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriter of a greater number of shares than
it is required to purchase in the offering.
These activities by the underwriter may maintain or otherwise affect the
market price of the common stock. As a result, the price of the common stock
may be higher than the price that otherwise might exist in the open market. If
these activities are commenced, they may be discontinued by the underwriter at
any time. These transactions may be effected on the New York Stock Exchange,
in the over-the-counter market or otherwise.
Mirage Resorts, Incorporated estimates that its total expenses for the of-
fering will be approximately $150,000.
Mirage Resorts, Incorporated has agreed to indemnify the underwriter against
certain liabilities, including liabilities under the Securities Act of 1933.
The underwriter has provided from time to time, and may provide in the fu-
ture, investment banking and other financial services to Mirage Resorts, In-
corporated. In the ordinary course of business, the underwriter may actively
trade the debt and equity securities of Mirage Resorts, Incorporated for its
own account or for accounts of customers and, accordingly, it may at any time
hold long or short positions in those securities.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of common
stock offered hereby will be passed upon for Mirage Resorts, Incorporated by
Wolf, Block, Schorr and Solis-Cohen LLP, Philadelphia, Pennsylvania, and, with
respect to Nevada law, by Peter C. Walsh, Assistant General Counsel of Mirage
Resorts, Incorporated. Mr. Walsh holds options to purchase 185,328 shares of
common stock. Certain legal matters in connection with the offering will be
passed upon for the underwriter by Latham & Watkins.
S-2
<PAGE>
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 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 November 3, 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 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
2
<PAGE>
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.
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.
3
<PAGE>
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 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.
4
<PAGE>
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.
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.
5
<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>
Years Ended December 31,
Six Months Ended ------------------------
June 30, 1997 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").
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.
6
<PAGE>
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 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.
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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.
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.
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So long as the Depositary for a registered Global Security, or its nominee,
is the registered owner of such registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such registered Global Security for all
purposes under the Indenture applicable thereto. Except as set forth below,
owners of beneficial interests in a registered Global Security will not be
entitled to have the Debt Securities represented by such registered Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of such Debt Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture applicable
thereto. Accordingly, each person owning a beneficial interest in a registered
Global Security must rely on the procedures of the Depositary for such
registered Global Security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interests, to
exercise any rights of a holder under the Indenture applicable to such
registered Global Security. The Company understands that under existing
industry practices, if the Company requests any action of holders, or if an
owner of a beneficial interest in a registered Global Security desires to give
or take any action which a holder is entitled to give or take under the
applicable Indenture, the Depositary for such registered Global Security would
authorize the participants holding the relevant beneficial interests to give
or take such action, and such participants would authorize beneficial owners
owning through such participants to give or take such action or would
otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest payments on Debt Securities
represented by a registered Global Security registered in the name of a
Depositary, or its nominee, will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such registered Global Security.
None of the Company, the Trustee under the applicable Indenture or any other
agent of the Company or agent of such Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in such registered Global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a registered Global Security, upon receipt of any payment of principal,
premium or interest in respect of such registered Global Security, will
immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in
such registered Global Security held through such participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer form
or registered in "street name," and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a registered Global
Security is at any time unwilling or unable to continue as Depositary or
ceases to be a clearing agency registered under the Exchange Act, and a
successor Depositary registered as a clearing agency under the Exchange Act is
not appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for each registered Global Security
representing such Debt Securities. Any Debt Securities issued in definitive
form in exchange for a registered Global Security will be registered in such
name or names as the Depositary shall instruct the Trustee. It is expected
that such instructions will be based upon directions received by the
Depositary from participants with respect to ownership of beneficial interests
in such registered Global Security.
Covenants
Put Option Upon Change in Control
If there is a Change in Control (the time of a Change in Control being
referred to as the "Change in Control Date"), then the Company will (a)
commence, within five business days following the Change in Control Date,
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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.
"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.
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"Indebtedness" of any person means any indebtedness, contingent or
otherwise, but exclusive of deferred taxes, in respect of borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such person or only a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments or reimbursement obligations with respect to
letters of credit, or representing the balance deferred and unpaid of the
purchase price of any property or interest therein (including pursuant to
capitalized leases), except any such balance that constitutes a trade payable,
if and to the extent such indebtedness would appear as a liability upon a
balance sheet of such person prepared on a consolidated basis in accordance
with generally accepted accounting principles, and also includes, to the
extent not otherwise included, the guaranty of any Indebtedness (other than
the guaranty of completion of construction).
"Paying Agent" means, with respect to any series of Debt Securities, an
office or agency where Debt Securities of that series may be presented for
payment.
"Qualified Government Obligations" means, with respect to any Debt
Securities, direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which such Debt Securities are denominated, and which are not
subject to prepayment, redemption or call.
"subsidiary" of any specified person means (i) a corporation, a majority of
whose Capital Stock with voting power under ordinary circumstances to elect
directors is at the time, directly or indirectly, owned by such person or by
such person and a subsidiary or subsidiaries of such person or by a subsidiary
or subsidiaries of such person or (ii) any other person (other than a
corporation) in which such person or such person and a subsidiary or
subsidiaries of such person or a subsidiary or subsidiaries of such person
directly or indirectly, at the date of determination thereof, has at least a
majority ownership interest.
"Trustee" means, as to any Indenture, the person named therein as such until
a successor replaces it in accordance with the applicable provisions of such
Indenture and thereafter means (i) during any period when a successor Trustee
is serving as Trustee with respect to all of the Debt Securities to which such
Indenture relates, such successor Trustee, and (ii) during any period when a
successor Trustee is serving as Trustee with respect to one or more (but not
all) series of Debt Securities to which such Indenture relates, as to each
series the successor serving as Trustee with respect thereto.
Successor Corporation and Assignment
An Indenture will provide that the Company may not consolidate or merge with
or into, or sell, lease, convey or otherwise dispose of all or substantially
all of its assets to, another person unless (i) the successor, if other than
the Company, is a corporation organized under the laws of the United States or
any state thereof or the District of Columbia, (ii) the successor, if other
than the Company, assumes all obligations of the Company under the Debt
Securities to which such Indenture relates and such Indenture, and (iii)
immediately after such transaction no Default or Event of Default 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
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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.
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
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payable in money other than that stated in such Debt Security; (v) waive a
default in the payment of the principal of, or interest on, any Debt Security;
or (vi) take any other action, if any, described in a Prospectus Supplement as
requiring the consent of each affected holder of Debt Securities. Under
certain circumstances, the Company and the Trustee may amend or supplement an
Indenture without notice to or the consent of any holder of the Debt
Securities covered by such Indenture.
Satisfaction and Discharge of Indentures
Unless otherwise indicated in the applicable Prospectus Supplement, the
Indenture with respect to any series of Debt Securities will be 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, 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.
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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
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
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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 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.
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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 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
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dividend payments. Such Prospectus Supplement will also describe any material
United States federal income tax considerations applicable to the Preferred
Stock.
No Other Rights
The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the applicable Prospectus Supplement, the
Articles of Incorporation or the applicable Certificate of Designation, or as
otherwise required by law.
Transfer Agent and Registrar
The transfer agent and registrar for each series of Preferred Stock will be
designated in the applicable Prospectus Supplement.
DESCRIPTION OF DEPOSITARY SHARES
General
The Company may, at its option, elect to offer fractional shares of the
Preferred Stock of a series, rather than full shares of the Preferred Stock of
such series. In the event such option is exercised, the Company will issue
Depositary Receipts for Depositary Shares, each of which will represent a
fraction (to be set forth in the Prospectus Supplement relating to a
particular series of Preferred Stock) of a share of a particular series of
Preferred Stock as described below.
The shares of any series of Preferred Stock represented by Depositary Shares
will be deposited under a Deposit Agreement (the "Deposit Agreement") among
the Company, a depositary to be named in the applicable Prospectus Supplement
(the "Preferred Stock Depositary") and the holders from time to time of
depositary receipts issued thereunder. Subject to the terms of the Deposit
Agreement, each holder of a Depositary Share will be entitled, in proportion
to the applicable fraction of a share of Preferred Stock represented by such
Depositary Share, to all the rights and preferences of the Preferred Stock
represented thereby (including dividend, voting, redemption, subscription and
liquidation rights).
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
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form. Definitive Depositary Receipts will be prepared thereafter without
unreasonable delay, and such temporary Depositary Receipts will be
exchangeable for definitive Depositary Receipts at the Company's expense.
The following summary of certain provisions which will be included in the
Deposit Agreement with respect to the Depositary Shares does not purport to be
complete and is subject to, and is qualified in its entirety by express
reference to, all the provisions of the Deposit Agreement, including the
definitions therein of certain terms.
Dividends and Other Distributions
The Preferred Stock Depositary will distribute all cash dividends or other
cash distributions received in respect of the Preferred Stock represented by
the Depositary Shares to the record holders of the Depositary Shares in
proportion to the number of such Depositary Shares owned by such holders.
In the event of a distribution other than in cash, the Preferred Stock
Depositary will distribute property received by it to the record holders of
Depositary Shares entitled thereto in proportion to the number of Depositary
Shares owned by such holders, unless the Preferred Stock Depositary determines
that such distribution cannot be made proportionately among such holders or
that it is not feasible to make such distributions, in which case the
Preferred Stock Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or other property thus received, or any part thereof, at such place or places
and upon such terms as it may deem proper.
The amount distributed in any of the foregoing cases will be reduced by any
amounts required to be withheld by the Company or the Preferred Stock
Depositary on account of taxes or other governmental charges.
Redemption of Depositary Shares
If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the
proceeds received by the Preferred Stock Depositary resulting from any
redemption, in whole or in part, of such series of the Preferred Stock held by
the Preferred Stock Depositary. The redemption price per Depositary Share will
be the fraction of the redemption price per share payable with respect to such
series of the Preferred Stock equal to the fraction of a share of such
Preferred Stock represented by a Depositary Share. If the Company redeems
shares of a series of Preferred Stock held by the Preferred Stock Depositary,
the Preferred Stock Depositary will redeem as of the same redemption date the
number of Depositary Shares representing the shares of Preferred Stock so
redeemed. If less than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or substantially
equivalent method determined by the Preferred Stock Depositary.
After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
monies payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption, upon
surrender to the Preferred Stock Depositary of the Depositary Receipts
evidencing such Depositary Shares.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of any series of
the Preferred Stock are entitled to vote, the Preferred Stock Depositary will
mail the information contained in such notice of meeting to the record holders
of the Depositary Shares relating to such series of Preferred Stock. Each
record holder of such Depositary Shares on the record date (which will be the
same date as the record date for the related series of Preferred Stock) will
be entitled to instruct the Preferred Stock Depositary as to the exercise of
the voting rights pertaining to the number of shares of the series of
Preferred Stock represented by such holder's Depositary
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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 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
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series of Preferred Stock, except that holders of Depositary Shares will pay
other transfer and other taxes and governmental charges and such other charges
as are expressly provided in the Deposit Agreement to be for their accounts.
Resignation and Removal of Depositary
The Preferred Stock Depositary may resign at any time by delivering to the
Company written notice of its election to do so, and the Company may at any
time remove the Depositary, any such resignation or removal to take effect
upon the appointment of a successor Preferred Stock Depositary, which
successor Preferred Stock Depositary must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
Miscellaneous
The Preferred Stock Depositary will forward to the holders of Depositary
Shares all reports and communications from the Company that are delivered to
the Preferred Stock Depositary and which the Company is required to furnish to
the holders of the Preferred Stock.
The Preferred Stock Depositary's corporate trust office will be identified
in the applicable Prospectus Supplement. Unless otherwise set forth in the
applicable Prospectus Supplement, the Preferred Stock Depositary will act as
transfer agent and registrar for Depositary Receipts and if shares of a series
of Preferred Stock are redeemable, the Preferred Stock Depositary will act as
redemption agent for the corresponding Depositary Receipts.
DESCRIPTION OF WARRANTS
General
The Company may issue, together with other Securities or separately,
warrants for the purchase of (i) Debt Securities (the "Debt Warrants"), (ii)
Common Stock (the "Common Stock Warrants") or (iii) Preferred Stock (the
"Preferred Stock Warrants" and, collectively with the Debt Warrants and the
Common Stock Warrants, the "Warrants").
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.
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Debt Warrants
General. Reference is made to the applicable Prospectus Supplement for the
terms of Debt Warrants in respect of which this Prospectus is being delivered,
the Debt Securities Warrant Agreement relating to such Debt Warrants and the
Debt Warrant Certificate(s) representing such Debt Warrants, including the
following: (i) the designation, aggregate principal amount and terms of the
Debt Securities purchasable upon exercise of such Debt Warrants and the
procedures and conditions relating to the exercise of such Debt Warrants; (ii)
the designation and terms of any related Debt Securities with which such Debt
Warrants are issued and the number of such Debt Warrants issued with each such
Debt Security; (iii) the date, if any, on and after which such Debt Warrants
and the related Debt Securities will be separately transferable; (iv) the
principal amount of Debt Securities purchasable upon exercise of each Debt
Warrant and the price at which such principal amount of Debt Securities may be
purchased upon such exercise; (v) the date on which the right to exercise such
Debt Warrants shall commence and the date on which such right shall expire;
(vi) a discussion of the material United States federal income tax
considerations applicable to the exercise of Debt Warrants; (vii) whether the
Debt Warrants represented by the Debt Warrant Certificates will be issued in
registered or bearer form, and, if registered, where they may be transferred
and registered; (viii) call provisions of such Debt Warrants, if any; and (ix)
any other terms of the Debt Warrants.
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 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.
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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 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
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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 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.
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the shares offered hereby, but only under circumstances and in juris-
dictions where it is lawful to do so. The information contained in this pro-
spectus is current only as of its date.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Prospectus Supplement
Underwriting............................................................... S-2
Legal Matters.............................................................. S-2
Prospectus
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Gaming Regulation.......................................................... 3
Ratio of Earnings to Fixed Charges......................................... 6
Use of Proceeds............................................................ 6
Description of Debt Securities............................................. 6
Description of Preferred Stock............................................. 14
Description of Depositary Shares........................................... 17
Description of Warrants.................................................... 20
Plan of Distribution....................................................... 23
Legal Matters.............................................................. 24
Experts.................................................................... 24
</TABLE>
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16,633,663 Shares
Mirage Resorts, Incorporated
Common Stock
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PROSPECTUS SUPPLEMENT
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Goldman, Sachs & Co.
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