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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2000
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Mirage Resorts, Incorporated
(Exact name of registrant as specified in its charter)
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Nevada 01-6697 88-0058016
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
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3600 Las Vegas Boulevard South 89109
(Address of Principal Executive Offices) (Zip Code)
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(702) 693-7111
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On May 31, 2000, MGM Grand, Inc., a Delaware corporation ("MGM
Grand"), consummated its acquisition of Mirage Resorts, Incorporated, a Nevada
corporation ("Mirage"), pursuant to that certain Agreement and Plan of Merger,
dated as of March 6, 2000 (the "Merger Agreement"), by and among MGM Grand, MGM
Grand Acquisition, Inc., a Nevada corporation that was a wholly owned subsidiary
of MGM Grand ("Merger Sub"), and Mirage. MGM Grand's acquisition of Mirage was
effected by merging Merger Sub with and into Mirage (the "Merger"), with Mirage
continuing as the surviving corporation. As consideration for the Merger and
pursuant to the terms of the Merger Agreement, MGM Grand paid to Mirage's
stockholders $21.00 in cash for each share of Mirage common stock outstanding on
completion of the Merger. In addition, each outstanding option to purchase
Mirage common stock became the right to receive the difference between $21.00
per share and the per share exercise price of such option. The total aggregate
consideration paid to Mirage stockholders and option holders was approximately
$4.4 billion. The source of the funds for, and the terms of borrowings made by
MGM Grand in connection with, the Merger are described under the headings "Use
of Proceeds," at page S-18, "Capitalization," at page S-19, "Description of the
Notes," at pages S-60 through S-75, and "Description of Our Long Term Debt," at
pages 12 through 16, in MGM Grand's Prospectus Supplement dated May 22, 2000 to
its Prospectus dated May 5, 2000 (collectively, the "Prospectus Supplement")
attached hereto as Exhibit 99.1, which are incorporated herein by reference.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) & (b) Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of March 6, 2000, by and
among MGM Grand, Inc., MGM Grand Acquisition, Inc. and Mirage Resorts,
Incorporated (incorporated by reference to Exhibit 2 to MGM Grand, Inc.'s
Current Report on Form 8-K dated March 6, 2000).
99.1 MGM Grand, Inc.'s Prospectus Supplement, dated May 22, 2000, to
Prospectus dated May 5, 2000 (incorporated by reference to the Rule 424(b)
filing of MGM Grand, Inc. on May 24, 2000).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Mirage Resorts, Incorporated.
Date: June 14, 2000 By: /s/ SCOTT LANGSNER
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Name: Scott Langsner
Title: Assistant Secretary
