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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: July 18, 1994
Date of earliest
event reported: July 14, 1994
CIRCUS CIRCUS ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 1-8570 88-0121916
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120
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(Address of principal executive offices) (Zip Code)
(702) 734-0410
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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 5. Other Events.
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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 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 (including any such date
which is after the date of the Rights Agreement and prior to the issuance of the
Rights; the earlier of (i) and (ii) being called the "Distribution 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. With certain exceptions, in the event that 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).
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. Under certain
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circumstances set forth in the Rights Agreement, the decision to redeem shall
require the concurrence of a majority of the Continuing Directors (as defined
below). 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 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.
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 the Common Shares) 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 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, and 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 as any Person becomes an Acquiring Person amend the Rights
Agreement to change the thresholds described
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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%.
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.
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.
The text of the press release announcing the declaration of the Rights is
attached hereto as an exhibit and is incorporated herein by reference. The
foregoing description of the Rights is qualified by reference to such exhibit.
Item 7. Exhibits.
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99. Text of Press Release, dated July 14, 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIRCUS CIRCUS ENTERPRISES, INC.
Dated: July 18, 1994
By: /s/ Clyde T. Turner
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Clyde T. Turner
Chairman and Chief Executive Officer
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EXHIBIT INDEX
99. Text of Press Release dated July 14, 1994.
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EXHIBIT 99
CIRCUS CIRCUS NEWS
ENTERPRISES, INC.
FOR IMMEDIATE RELEASE
Contact: Dan Copp
(702) 734-0410
Ext. 3900
CIRCUS CIRCUS ENTERPRISES, INC. DECLARES DIVIDEND DISTRIBUTION OF
COMMON STOCK PURCHASE RIGHTS
LAS VEGAS, NEVADA. - July 14, 1994 - The Board of Directors of Circus
Circus Enterprises, Inc. today declared a dividend distribution of one Common
Stock Purchase Right on each outstanding share of Circus Circus common stock.
Each Right will entitle shareholders to buy one newly-issued share of the
Company's common stock at an exercise price of $125.00. The Rights will be
exercisable if a person or group acquires 10% or more of Circus Circus common
stock or announces a tender offer for 10% or more of the common stock. The
Circus Circus Board will be entitled to redeem the Rights at $0.01 per Right at
any time before a person has acquired 10% or more of the outstanding common
stock.
The Rights are designed to assure that all Circus Circus shareholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive tactics to gain control of Circus Circus without paying all
shareholders a control premium.
If a person acquires 10% or more of the outstanding common stock of Circus
Circus, each Right will entitle its holder to purchase, at the Right's exercise
price, a number of common shares of Circus Circus having a market value at that
time of twice the Right's exercise price. Rights held by the 10% holder will
become void and will not be exercisable to purchase shares at the bargain
purchase price. If Circus Circus is acquired in a merger or other business
combination transaction, which has not been approved by the Board of Directors,
each Right will entitle its holder to purchase,
... More
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CIRCUS DECLARES DIVIDEND DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS
July 14, 1994
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at the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value at that time of twice the Right's exercise
price.
"The Rights are intended to enable all Circus Circus shareholders to
realize the long-term value of their investment in Circus Circus. They do not
prevent a takeover, but should encourage anyone seeking to acquire the Company
to negotiate with the Board of Directors prior to attempting a takeover," said
Clyde Turner, Chairman and Chief Executive Officer of Circus Circus.
The dividend distribution will be payable to shareholders of record on
August 15, 1994. The Rights will expire in ten years. The Rights distribution
is not taxable to shareholders.
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