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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO.1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Circus Circus Enterprises, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0121916
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(State of incorporation (IRS Employer
or organization) Identification No.)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On July 14, 1994 the Board of Directors of Circus Circus
Enterprises, Inc. (the "Company") declared a dividend of one common stock
purchase right (the "Rights") for each share of common stock, $.01 2/3 par
value per share (the "Common Shares"), of the Company outstanding at the close
of business on August 15, 1994 (the "Record Date"). Each Right entitles the
registered holder thereof, after the Rights become exercisable and until
August 15, 2004 (or the earlier redemption, exchange or termination of the
Rights), to purchase from the Company one Common Share at a price of $125 per
share, subject to certain antidilution adjustments (the "Purchase Price"). The
Rights will be represented by the Common Share certificates and will not be
exercisable or transferable apart from the Common Shares until the earlier to
occur of (i) ten (10) days following a public announcement that a Person or
group of affiliated or associated Persons has become an Acquiring Person (a
Person or group of affiliated or associated Persons who has acquired, or
obtained the right to acquire, beneficial ownership of 10% or more of the
Common Shares), or (ii) ten (10) days after a Person or group commences, or
announces an intention to commence, a tender or exchange offer, the
consummation of which would result in the beneficial ownership by a Person or
group of 10% or more of the Common Shares (the earlier of (i) and (ii) being
called the "Distribution Date," whether or not either such date occurs prior
to the Record Date). Separate certificates representing the Rights will be
mailed to holders of record of the Common Shares as of the close of business
on the Distribution Date. The Rights will first become exercisable on the
Distribution Date, unless earlier redeemed or exchanged, and may then begin
trading separately from the Common Shares. The Rights will at no time have any
voting rights.
In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares were
not changed or exchanged, each holder of a Right, other than Rights that are
or were acquired or beneficially owned by the Acquiring Person (which Rights
will thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two times the
exercise price of one Right. In the event that, following the first date of
public announcement that a Person or group has become an Acquiring Person, the
Company were acquired in a merger or other business combination transaction or
more than 50% of its assets or earning power were sold, proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction would have a market value of two times the
exercise price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors may cause the Company to acquire the
Rights (other than Rights owned by an Acquiring Person which have become
void), in whole or in part, in exchange for that number of Common Shares
having an aggregate value equal to the Spread (the excess of the value of the
Common Shares issuable upon exercise of a Right after a Person becomes an
Acquiring Person over the Purchase Price) per Right (subject to adjustment).
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The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the close of business on the first date of public announcement that a
Person or group has become an Acquiring Person. Immediately upon the action
of the Board of Directors of the Company electing to redeem the Rights, the
Company shall make an announcement thereof, and upon such election, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The Rights will expire on August 15, 2004 (unless earlier redeemed
or exchanged). First Chicago Trust Company of New York is the Rights Agent.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights
or warrants to subscribe for or purchase Common Shares or convertible
securities at less than the current market price of the Common Shares or (iii)
upon the distribution to holders of the Common Shares of evidences of
indebtedness, securities or assets (excluding regular periodic cash dividends
at a rate not in excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average net
income per share of the Company for the four quarters ended immediately prior
to the payment of such dividend, or dividends payable in Common Shares (which
dividends will be subject to the adjustment described in clause (i) above)) or
of subscription rights or warrants (other than those referred to above).
No adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% in such Purchase
Price. No fractional shares will be issued and in lieu thereof, a payment in
cash will be made based on the market price of the Common Shares on the last
trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company beyond those as an existing
stockholder, including, without limitation, the right to vote or to receive
dividends.
Any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the Company and the Rights Agent may amend or supplement
the Rights Agreement without the approval of any holders of Right Certificates
to cure any ambiguity, to correct or supplement any provision contained
therein which may be defective or inconsistent with any other provisions
therein, to shorten or lengthen any time period under the Rights Agreement (so
long as, under certain circumstances, a majority of Continuing Directors (as
defined below) approve such shortening or lengthening), or so long as the
interests of the holders of Right Certificates (other than an Acquiring Person
or an affiliate or associate of an Acquiring Person) are not adversely
affected thereby, to make any other provisions in regard to matters or
questions arising thereunder which the Company and the Rights Agent may deem
necessary or desirable, including but not limited to extending the Final
Expiration Date. The Company may at any time prior to such time
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as any Person becomes an Acquiring Person amend the Rights Agreement to change
the thresholds described above to not less than the greater of (i) any
percentage greater than the largest percentage of the outstanding Common
Shares then known by the Company to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the time that
any Person becomes an Acquiring Person, and any person who is subsequently
elected to the Board if such person is recommended or approved by a majority
of the Continuing Directors. Continuing Directors do not include an Acquiring
Person, or an affiliate or associate of an Acquiring Person, or any
representative of the foregoing.
As of July 20, 1994, there were 85,704,334 Common Shares outstanding
and 8,563,668 shares were reserved for distribution under the Company's
various employee stock option and other benefit plans. One Right will be
distributed to stockholders of the Company for each Common Share owned of
record by them on August 15, 1994. As long as the Rights are attached to the
Common Shares, the Company will issue one Right with each new Common Share so
that all such shares will have attached Rights. Approximately 94,268,002
Common Shares have been reserved for issuance upon exercise of the Rights.
The Rights will cause substantial dilution to a person or group that
acquires 10% or more of the Company's stock on terms not approved by the
Company's Board of Directors. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors prior to the
time that a Person or group has become an Acquiring Person as the Rights may
be redeemed by the Company at $.01 per Right prior to such time.
Certain provisions of the Company's Restated Articles of
Incorporation and Restated By-Laws summarized below may be deemed to have
anti-takeover effects and may delay or defer a tender offer or takeover attempt
that a stockholder might consider to be in such stockholder's best interest. The
Restated Articles of Incorporation of the Company authorize the issuance of up
to 75,000,000 shares of preferred stock, in one or more series and with such
rights, preferences, privileges and restrictions, including voting rights,
redemption provisions (including sinking fund provisions), dividend rights,
dividend rates, liquidation rates, liquidation preferences and conversion
rights, as the Board of Directors of the Company may determine without further
action by the holders of the Company's common stock. The issuance of shares of
preferred stock under certain circumstances could have the effect of delaying a
change of control of the Company or other corporate action. In addition, the
Restated By-Laws of the Company provide for the Board of Directors to be divided
into three classes of directors serving staggered three-year terms. As a result,
approximately one-third of the Board of Directors is elected each year.
Currently, the size of the Board of Directors is fixed at nine members, three of
whom are elected each year to serve three-year terms. The Restated By-Laws of
the Company also provide that stockholders may not act by written consent in
lieu of an annual or special meeting unless all stockholders who would have been
entitled to vote upon the action if such meeting were held shall consent in
writing. Such provision may have the effect of delaying consideration of a
stockholder proposal unless and until either an annual or special meeting is
held or until all stockholders entitled to vote upon such proposal consent in
writing.
The Rights Agreement, dated as of July 14, 1994, between the Company
and the Rights Agent specifying the terms of the Rights, the text of the press
release announcing the declaration of the Rights, and the form of a letter to
be sent to the holders of the Company's Common Stock, dated August 15, 1994,
explaining the Rights, are attached hereto as exhibits and are incorporated
herein by reference. The foregoing description of the Rights is qualified in
its entirety by reference to such exhibits.
Item 2. Exhibits.
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*1. Rights Agreement, dated as of July 14, 1994, between Circus Circus
Enterprises, Inc. and First Chicago Trust Company of New York, which
includes the form of Right Certificate as Exhibit A and the Summary
of Rights to Purchase Common Shares as Exhibit B.
*2. Text of Press Release, dated July 14, 1994.
*3. Form of Letter to the holders of Circus Circus Enterprises, Inc.
Common Stock, dated August 15, 1994.
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*Previously filed.
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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 amendment
to be signed on its behalf by the undersigned, thereto duly
authorized.
CIRCUS CIRCUS ENTERPRISES, INC.
Dated: August 8, 1994
By: \Clyde T. Turner\
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Clyde T. Turner
Chairman and Chief Executive Officer
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EXHIBIT INDEX
*1. Rights Agreement, dated as of July 14, 1994, between Circus Circus
Enterprises, Inc., and First Chicago Trust Company of New York,
which includes the form of Right Certificate as Exhibit A and the
Summary of Rights to Purchase Common Shares as Exhibit B.
*2. Text of Press Release dated July 14, 1994.
*3. Form of Letter to the holders of Circus Circus Enterprises, Inc.
Common Stock dated August 15, 1994.
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*Previously files.
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