SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MIRAGE RESORTS, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0058016
(STATE OF INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
IDENTIFICATION NUMBER)
3600 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box:
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box:
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM
RELATES: N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED SHARE PURCHASE RIGHTS PACIFIC EXCHANGE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF EACH CLASS)
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Item 1. Description of Securities To Be Registered.
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On February 29, 2000, the Board of Directors of Mirage Resorts,
Incorporated, a Nevada corporation, declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$.004 per share. The dividend was paid on March 20, 2000 to the stockholders of
record on March 20, 2000, and the Rights issued are subject to the terms of a
Rights Agreement, dated as of March 6, 2000, as amended as of March 6, 2000,
between our Company and American Stock Transfer & Trust Company, as the Rights
Agent.
Our Board adopted this Rights Agreement to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it works by
imposing a significant penalty upon any person or group which acquires 10% or
more of our outstanding common stock without the approval of our Board.
On March 6, 2000, we entered into a merger agreement with MGM Grand,
Inc., pursuant to which MGM Grand would acquire our Company at a price of $21 in
cash per share of our common stock. Additional information about the merger
agreement and the merger can be found in our Annual Report on Form 10-K for the
year ended December 31, 1999. In connection with approving that transaction, our
Board of Directors also approved an amendment to the Rights Agreement which
would allow the proposed merger with MGM Grand to occur without triggering any
distribution or adverse event under the Rights Agreement.
For those interested in the specific terms of the Rights Agreement,
we provide the following summary description. Please note, however, that this
description is only a summary, is not complete, and should be read together with
the entire Rights Agreement, which has been filed as an exhibit to this
Registration Statement on Form 8-A. A copy of the agreement is available free of
charge from our Company.
The Rights. Our Board authorized the issuance of one Right for each share of
common stock outstanding on March 20, 2000. The Rights will initially trade
with, and will be inseparable from, the common stock. The Rights are evidenced
only by certificates that represent shares of common stock. New Rights will
accompany any new shares of common stock we issue after March 20, 2000 until the
Distribution Date described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-thousandth of a share of Series A Junior Participating Preferred Stock
(a "Preferred Share") for $70, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
o 10 days after the public announcement that a person or group has become an
"Acquiring Person" by obtaining beneficial ownership of 10% or more of our
outstanding common stock, or, if earlier,
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o 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a tender
or exchange offer which, if completed, would result in that person or group
becoming an Acquiring Person.
In light of Stephen A. Wynn's substantial and long-standing
ownership position, the Rights Agreement contains provisions excluding Mr. Wynn,
certain of his affiliates and other related persons and their respective
transferees from the operation of the adverse terms of the Rights Agreement. In
addition, the Rights Agreement has been amended to permit MGM Grand to acquire
the Company in accordance with the terms of the merger agreement referred to
above.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates will also
evidence the Rights, and any transfer of shares of common stock will constitute
a transfer of Rights. After that date, the Rights will separate from the common
stock and be evidenced by book-entry credits or by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person are void and may not be exercised.
Consequences of a Person or Group Becoming an Acquiring Person.
o Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $70, purchase shares of our
common stock with a market value of $140, based on the market price of the
common stock prior to such acquisition.
o Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights except
the Acquiring Person may, for $70, purchase shares of the acquiring
corporation with a market value of $140 based on the market price of the
acquiring corporation's stock prior to such merger.
Preferred Share Provisions.
Each one one-thousandth of a Preferred Share, if issued:
o will not be redeemable.
o will entitle holders to quarterly dividend payments of $.01 per share, or an
amount equal to the dividend paid on one share of common stock, whichever is
greater.
o will entitle holders upon liquidation either to receive $1 per share or an
amount equal to the payment made on one share of common stock, whichever is
greater.
o will have the same voting power as one share of common stock.
o if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to the
payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should approximate
the value of one share of common stock.
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Expiration. The Rights will expire on March 20, 2010.
Redemption. Our Board may redeem the Rights for $.01 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.01
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split or a reclassification of the Preferred Shares or common stock. No
adjustments to the purchase price of the Preferred Shares of less than 1% will
be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, our Board may not amend the agreement in a way that
adversely affects holders of the Rights.
The Rights Agreement specifying the terms of the Rights, together
with Amendment No. 1 to the Rights Agreement, are attached to this filing as
exhibits and are incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to the complete Rights
Agreement, as amended.
Item 2. Exhibits.
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4.1 Rights Agreement, dated as of March 6, 2000, between Mirage
Resorts, Incorporated and American Stock Transfer & Trust
Company (as Rights Agent), which includes the form of Right
Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-A/A,
filed April 7, 2000).
4.2 Amendment No. 1 to Rights Agreement, dated as of March 6,
2000, between Mirage Resorts, Incorporated and American Stock
Transfer & Trust Company (incorporated by reference to
Exhibit 4.2 to the Registrant's Form 8-A/A, filed April 7,
2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 6, 2000
MIRAGE RESORTS, INCORPORATED
By: /s/ Bruce A. Levin
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Name: Bruce A. Levin
Title: Vice President and General
Counsel
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EXHIBIT LIST
4.1 Rights Agreement, dated as of March 6, 2000, between Mirage
Resorts, Incorporated and American Stock Transfer & Trust
Company (as Rights Agent), which includes the form of Right
Certificate as Exhibit B and the Summary of Rights to
Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 4.1 to the Registrant's Form 8-A/A,
filed April 7, 2000).
4.2 Amendment No. 1 to Rights Agreement, dated as of March 6,
2000, between Mirage Resorts, Incorporated and American Stock
Transfer & Trust Company (incorporated by reference to
Exhibit 4.2 to the Registrant's Form 8-A/A, filed April 7,
2000).
