SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
"Amendment No. 1"
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 1995
CIRCUS CIRCUS ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 1-8570 88-0121916
(State or other (Commission file (IRS Employer
jurisdiction of number) Identification No.)
incorporation)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices)
Registrant's telephone number, including area code: 702-734-0410
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 2. Acquisition or Disposition of Assets.
On June 1, 1995, pursuant to an Agreement and Plan of
Merger by and among the Registrant and M.S.E. Investments,
Incorporated, Last Chance Investments, Incorporated, Gold Strike
Investments, Incorporated, Diamond Gold, Inc., Gold Strike
Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., Michael S. Ensign, William A.
Richardson, David R. Belding, Peter A. Simon II and Robert J.
Verchota, as amended (the "Merger Agreement"), and an Exchange
Agreement by and among the Registrant and New Way, Inc., Glenn W.
Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman
and William Ensign, as amended (the "Exchange Agreement" and,
together with the Merger Agreement, the "Gold Strike
Agreements"), the Registrant acquired a group of affiliated
entities (collectively, the "Gold Strike Entities") which own the
Gold Strike Hotel & Gambling Hall and the Nevada Landing Hotel &
Casino in Jean, Nevada, the Railroad Pass Hotel & Casino in
Henderson, Nevada, a 50% interest in a joint venture partnership
with an affiliate of Hyatt Development Corporation which
partnership owns the Grand Victoria, a riverboat casino and land-
based entertainment complex in Elgin, Illinois (situated
approximately 40 miles northwest of downtown Chicago), a 50%
interest in a joint venture partnership with an affiliate of
Mirage Resorts, Incorporated which partnership is developing a
gaming resort with approximately 3,000 rooms near the south end
of the Las Vegas Strip, and certain other assets (collectively
the "Gold Strike Properties"). It is anticipated that the
Registrant will continue to operate the Gold Strike Properties in
a manner similar to that in which they were operated under their
prior ownership.
Pursuant to the Gold Strike Agreements, the Gold Strike
Entities were acquired by the Registrant (the "Acquisition") in
exchange for the issuance by the Registrant of 16,291,551 shares
of its Common Stock and the issuance by a subsidiary of the
Registrant of shares of the subsidiary's preferred stock which is
convertible into an additional 793,156 shares of the Registrant's
Common Stock, as well as the Registrant's payment of
approximately $12.1 million in cash and its assumption of
approximately $165 million of debt. The cash portion of the
purchase price was funded from the Registrant's revolving credit
facility, and the amount of the total consideration payable by
the Registrant in connection with the Acquisition was determined
through negotiation among the parties. In connection with the
Acquisition, certain of the Gold Strike principals entered into a
five-year standstill agreement with the Registrant, and the
Registrant entered into a registration rights agreement covering
the Common Stock of the Registrant issued or issuable in the
Acquisition.
In accordance with the Gold Strike Agreements, Messrs.
Richardson and Ensign were designated by the Gold Strike
principals for election to the Registrant's Board of Directors.
The Board of Directors, in accordance with the Registrant's
Bylaws, increased the number of directors in Classes II and III
from two (2) to three (3) and filled the vacancies so created by
the election of Mr. Richardson as a Class II director and Mr.
Ensign as a Class III director, in each case for the balance of
the current term of such class. Pursuant to the Merger
Agreement, the Registrant is also obligated, at the end of the
current term of each such designee, to use its best efforts to
cause such designee (or another individual designated by the Gold
Strike principals) to be nominated for election to a full term
when that class next stands for election in 1996 or 1997. For
additional information concerning Messrs. Richardson and Ensign,
see Item 11 of the Registrant's Annual Report on Form 10-K for
the year ended January 31, 1995 and the Registrant's proxy
statement relating to the 1995 annual meeting of its
stockholders.
Pursuant to the terms of the Gold Strike Agreements, upon
the closing of the Acquisition, the Registrant entered into
employment agreements with certain of its executive officers,
including Clyde T. Turner, Kurt D. Sullivan, and Mike Sloan, and
the following Gold Strike executives, who became executive
officers of the Registrant upon the closing of the Acquisition:
Messrs. Ensign and Richardson and Glenn W. Schaeffer. Messrs.
Ensign and Schaeffer formerly were directors and officers of the
Registrant. For additional information concerning the terms of
such employment agreements and options granted to certain of such
individuals, reference is made to the Registrant's proxy
statement relating to the 1995 annual meeting of its
stockholders.
For additional information concerning the Gold Strike
Properties, reference is made to the disclosure appearing under
the heading "Current Expansion Activities -- Pending Acquisition
of Gold Strike Entities" in Item 1 of the Registrant's Annual
Report on Form 10-K for the year ended January 31, 1995.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. The
audited combined financial statements of Gold Strike
Resorts for the years ended December 31, 1994 and 1993
and the audited financial statements of Elgin Riverboat
Resort - Riverboat Casino for the years ended December
31, 1994 and 1993, included as Exhibits 99(a) and
99(b), respectively, to the Report, are incorporated
herein by this reference. Elgin Riverboat Resort is a
significant subsidiary of Gold Strike Resorts.
(b) Pro Forma Financial Information.
Set forth below are the following:
1. Combined pro forma balance sheets of the
Registrant as of April 30, 1995 and Gold Strike
Resorts as of May 31, 1995;
2. Combined pro forma income statements of the
Registrant for the twelve months ended January 31,
1995 and Gold Strike Resorts for the twelve months
ended December 31, 1994;
3. Combined pro forma income statements of the
Registrant for the three months ended April 30,
1995 and Gold Strike Resorts for the three months
ended May 31, 1995.
Combined Pro Forma Balance Sheets as of April 30, 1995 and May 31, 1995
(amounts in thousands)
<TABLE>
<CAPTION>
Circus Circus Gold Strike Historical Pro Forma Adjusted
4/30/95 5/31/95 Total Adjustments Total
<S> <C> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents $76,981 $18,206 $95,187 ($20,949)(1)(5) $74,238
Receivables 14,988 174 15,162 15,162
Inventories 21,461 641 22,102 22,102
Prepaid Expenses 17,764 581 18,345 18,345
Total current assets 131,194 19,602 150,796 (20,949) 129,847
Property, Equipment and Leasehold
Interests, net 1,299,275 73,782 1,373,057 42,530(2) 1,415,587
Excess if Purchase Price Over
Fair Market value of net
assets acquired, net 9,745 1,469 11,214 371,061(3) 382,275
Other Assets 222,289 93,452 315,741 315,741
Total Assets $1,662,503 $188,305 $1,850,808 $392,642 $2,243,450
Current Liabilities:
Current portion of
long-term debt $61 $23,929 $23,990 $23,990
Accounts payable 17,503 3,405 20,908 20,908
Accrued liabilities 99,214 5,109 104,323 104,323
Total current liabilities 116,778 32,443 149,221 149,221
Long-Term Debt 709,312 141,162 850,474 850,474
Other Long-Term Liabilities 110,660 0 110,660 110,660
Total Liabilities 936,750 173,605 1,110,355 1,110,355
Preferred Stock 0 0 0 18,530(1) 18,530
Stockholders' Equity
Common stock 1,607 2,004 3,611 (1,732)(1)(4) 1,879
Preferred stock 0 0 0 0
Additional paid-in capital 125,061 1,231 126,292 387,309 (1)(4) 513,601
Retained earnings 794,133 11,465 805,598 (11,465)(4) 794,133
Treasury stock (195,048) 0 (195,048) (195,048)
Total Stockholders' Equity 725,753 14,700 740,453 374,112 1,114,565
Total Liabilities and
Stockholders' Equity $1,662,503 $188,305 $1,850,808 $392,642 $2,243,450
</TABLE>
Notes To Unaudited Pro Forma
Combined Balance Sheets
1. To reflect the issuance of 16,291,551 shares of the
Registrant's common stock, the issuance of 203,286 shares of
mandatory redeemable preferred stock of a subsidiary which
are convertible into 793,156 shares of the Registrant's
common stock and the payment of $12,118,964 of cash to the
former owners of Gold Strike Resorts.
2. To restate the property and equipment to the fair market
value and to reverse prior accumulated depreciation.
3. To reflect goodwill created as a result of the merger.
4. To eliminate the equity in Gold Strike Resorts.
5. Includes cash paid to the former owners and the expenses of
the merger.
Combined Pro Forma Income Statements for the Twelve Months Ended January
31, 1995
and the Twelve Months Ended December 31, 1994
(amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Circus Circus Gold Strike Historical Pro Forma Adjusted
1/31/95 12/31/94 Total Adjustments Total
<S> <C> <C> <C> <C> <C>
Revenues:
Casino $612,115 $80,668 $692,783 $692,783
Rooms 232,346 9,622 241,968 241,968
Food and Beverage 189,664 16,492 206,156 206,156
Other 171,754 17,823 189,577 189,577
1,205,879 124,605 1,330,484 1,330,484
Less - complimentary
allowances (35,697) (8,578) (44,275) (44,275)
1,170,182 116,027 1,286,209 1,286,209
Costs and Expenses:
Casino 246,416 28,652 275,068 275,068
Rooms 94,257 3,521 97,778 97,778
Food and Beverage 177,136 14,325 191,461 191,461
Other operating expenses 107,297 9,120 116,417 116,417
General and administrative 183,175 21,617 204,792 204,792
Depreciation & amortization 81,109 7,199 88,308 9,777 (2) 98,085
Preopening expense 3,012 0 3,012 3,012
892,402 84,434 976,836 9,777 986,613
Operating Profit Before
Corporate Expense 277,780 31,593 309,373 (9,777) 299,596
Corporate Expense 21,773 0 21,773 9,000 (1) 30,773
Income From Operations 256,007 31,593 287,600 (18,777) 268,823
Other Income (Expense)
Interest, dividend and
other income (expense) 1,217 2,306 3,523 3,523
Interest Expense (42,734) (9,142) (51,876) (51,876)
(41,517) (6,836) (48,353) (48,353)
Income Before Provision For
Income Tax 214,490 24,757 239,247 (18,777) 220,470
Provision for Income Tax 78,204 8,665 (4) 86,869 (3,325) (2) 83,544
Net Income $136,286 $16,092 $152,378 $(15,452) $136,926
Earnings per share $1.59 $1.33
Weighted shares
outstanding 85,807,971 17,084,707 (3) 102,892,678
</TABLE>
Notes To Unaudited Pro Forma
Combined Income Statements for the Twelve Months
1. To reflect additional payroll the Registrant will incur
primarily as the result of employment contracts executed in
connection with the closing of the merger.
2. To reflect amortization of goodwill over 40 years and which
is not deductible for tax purposes, therefore, there is no
corresponding tax benefit. Adjustment also includes an
additional $500,000 of annual depreciation relating to the
write-up to fair market value of the fixed assets acquired.
3. The earnings per share calculation includes both the
16,291,551 common shares issued and 793,156 common shares
issuable upon conversion of the outstanding convertible
preferred stock of a subsidiary.
4. The entities acquired were all S Corporations and
partnerships and therefore, no provision for income tax was
originally recorded. The pro forma provision recorded is at
the statutory Federal tax rate of 35%.
Combined Pro Forma Income Statements for the Three Months Ended April 30,
1995 and the Three
Months Ended May 31, 1995
(amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Circus Circus Gold Strike
Three Months Three Months
Ended Ended Historical Pro Forma Adjusted
4/30/95 5/31/95 Total Adjustments Total
<S> <C> <C> <C> <C> <C>
Revenues:
Casino $153,351 $21,390 $174,741 $174,741
Rooms 68,229 2 562 70,791 70,791
Food and Beverage 47,132 4,592 51,724 51,724
Other 37,220 15,361 52,581 52,581
305,932 43,905 349,837 349,837
Less - complimentary
allowances (10,899) (2,364) (13,263) (13,263)
295,033 41,541 336,574 336,574
Costs and Expenses:
Casino 63,362 7,377 70,739 70,739
Rooms 25,665 938 26,603 26,603
Food and Beverage 40,168 3,715 43,883 43,883
Other operating expenses 19,684 2,308 21,992 21,992
General and administrative 47,956 9,484 57,440 57,440
Depreciation & amortization 22,261 1,436 23,697 2,444 (2) 26,141
219,096 25,258 244,354 2,444 246,798
Operating Profit Before
Corporate Expense 75,937 16,283 92,220 (2,444) 89,776
Corporate Expense 4,891 0 4,891 2,250 (1) 7,141
Income From Operations 71,046 16,283 87,329 (4,694) 82,635
Other Income (Expense)
Interest, dividend and
other income (expense) 2,835 187 3,022 3,022
Interest expense (12,514) (2,921) (15,435) (15,435)
(9,679) (2,734) (12,413) (12,413)
Income Before Provision For
Income Tax 61,367 13,549 74,916 (4,694) (70,222)
Provision for Income Tax 21,967 4,742 (4) 26,709 (831)(2) 25,878
Net Income $39,400 $8,807 $48,207 $(3,863) $44,344
Earnings per share $0.46 $0.43
Weighted shares outstanding 85,859,152 17,084,707(3)102,943,859
</TABLE>
Notes To Unaudited Pro Forma
Combined Statements of Income For the
Three Months
1. To reflect additional payroll the Registrant will incur
primarily as the result of employment contracts executed in
connection with the closing of the merger.
2. To reflect amortization of goodwill over 40 years and which
is not deductible for tax purposes, therefore, there is no
corresponding tax benefit. Adjustment also includes an
additional $125,000 of depreciation relating to the write-up
to fair market value of the fixed assets acquired.
3. The earnings per share calculation includes both the
16,291,551 common shares issued and 793,156 common shares
issuable upon conversion of the outstanding convertible
preferred stock of a subsidiary.
4. The entities acquired were all S Corporations and
partnerships and therefore, no provision for income tax was
originally recorded. The pro forma provision recorded is at
the statutory Federal tax rate of 35%.
5. Gold Strike results for the two month period ending February
28, 1995 are as follows:
Revenues $23,472
Income from Operations $ 9,680
Net Income $ 5,142
(c) The following documents are filed as Exhibits to this
Report:
Exhibit
Number Description of Exhibit
4(a)* $160 million Amended and Restated Reducing Revolving
Credit Agreement, dated as of June 1, 1995, by and
among Goldstrike Finance Company, Inc., (a subsidiary
of the Registrant), the Banks named therein and First
Interstate Bank of Nevada, N.A., as Agent Bank.
4(b) Third Amendment to the Registrant's $250 Million
Revolving Loan Agreement, by and among the Registrant,
the Banks named therein and Bank of America National
Trust and Savings Association, as managing agent for
the Banks.
4(c) Third Amendment to the Registrant's $500 Million
Reducing Revolving Loan Agreement, by and among the
Registrant, the Banks named therein and Bank of America
National Trust and Savings Association, as managing
agent for the Banks.
10(a) Agreement and Plan of Merger, dated as of March 19,
1995, by and among the Registrant and M.S.E.
Investments, Incorporated, Last Chance Investments,
Incorporated, Goldstrike Investments, Incorporated,
Diamond Gold, Inc., Gold Strike Aviation, Incorporated,
Goldstrike Finance Company, Inc., Oasis Development
Company, Inc., Michael S. Ensign, William A.
Richardson, David R. Belding, Peter A. Simon II and
Robert J. Verchota. (Incorporated by reference to
Exhibit 10(ee) to the Registrant's Annual Report on
Form 10-K for the year ended January 31, 1995).
10(b) First Amendment to Agreement and Plan of Merger, dated
May 30, 1995, by and among the Registrant and M.S.E.
Investments, Incorporated, Last Chance Investments,
Incorporated, Goldstrike Investments, Incorporated,
Diamond Gold, Inc., Gold Strike Aviation, Incorporated,
Goldstrike Finance Company, Inc., Oasis Development
Company, Inc., Michael S. Ensign, William A.
Richardson, David R. Belding, Peter A. Simon II and
Robert J. Verchota. (Incorporated by reference to
Exhibit 99.2 of the Schedule 13D of Michael S. Ensign
relating to the Registrant's common stock filed on June
12, 1995).
10(c) Exchange Agreement, dated as of March 19, 1995, by and
among the Registrant and New Way, Inc., a wholly owned
subsidiary of the Registrant, Glenn W. Schaeffer, Gregg
H. Solomon, Antonio C. Alamo, Anthony Korfman and
William Ensign. (Incorporated by reference to Exhibit
10(ff) to the Registrant's Annual Report on Form 10-K
for the year ended January 31, 1995).
10(d)* First Amendment to Exchange Agreement, dated May 30,
1995, by and among the Registrant and New Way, Inc., a
wholly owned subsidiary of the Registrant, Glenn W.
Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
Korfman and William Ensign.
10(e) Registration Rights Agreement, dated as of June 1,
1995, by and among the Registrant and Michael S.
Ensign, William S. Richardson, David R. Belding, Peter
A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon,
Antonio C. Alamo, Anthony Korfman, William Ensign and
Robert J. Verchota. (Incorporated by reference to
Exhibit 99.5 of the Schedule 13D of Michael S. Ensign,
relating to the Registrant's Common Stock, filed on
June 12, 1995).
10(f) Standstill Agreement, dated as of June 1, 1995, by and
among the Registrant and Michael S. Ensign, William R.
Richardson, David R. Belding, Peter A. Simon II and
Glenn W. Schaeffer. (Incorporated by reference to
Exhibit 99.4 of the Schedule 13D of Michael S. Ensign,
relating to the Registrant's Common Stock, filed on
June 12, 1995).
10(g) 1995 Special Stock Option Plan and Forms of Non-
Qualified Stock Option Certificate and Agreement.
(Incorporated by reference to Exhibit 10(gg) to the
Registrant's Annual Report on Form 10-K for the year
ended January 31, 1995).
10(h) Executive Officer Bonus Plan. (Incorporated by
reference to Exhibit 10(hh) to the Registrant's Annual
Report on Form 10-K for the year ended January 31,
1995).
10(i)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Clyde Turner.
10(j) Employment Agreement dated June 1, 1995, by and between
the Registrant and Michael Ensign. (Incorporated by
reference to Exhibit 99.3 of the Schedule 13D of
Michael S. Ensign, relating to the Registrant's Common
Stock, filed on June 12, 1995).
10(k)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Glenn W. Schaeffer.
10(l) Employment Agreement dated June 1, 1995, by and between
the Registrant and William R. Richardson.
(Incorporated by reference to Exhibit 99.3 of the
Schedule 13D of William R. Richardson, relating to the
Registrant's Common Stock, filed on June 12, 1995).
10(m)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Mike H. Sloan.
10(n)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Kurt D. Sullivan.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Coopers & Lybrand LLP
99(a) Audited combined financial statements of Gold Strike
Resorts for the years ended December 31, 1994 and 1993.
99(b) Audited financial statements of Elgin Riverboat Resort
- Riverboat Casino for the years ended December 31,
1994 and 1993.
__________________
* This exhibit was filed with the original Form 8-K.
SIGNATURES
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 thereunto duly authorized.
CIRCUS CIRCUS ENTERPRISES, INC.
By: CLYDE T. TURNER
Clyde T. Turner
Chairman of the Board
Chief Executive Officer
Dated: August 11, 1995
Exhibit Index
Exhibit
Number Description of Exhibit
4(a)* 160 million Amended and Restated Reducing Revolving
Credit Agreement, dated as of June 1, 1995, by and
among Goldstrike Finance Company, Inc., (a subsidiary
of the Registrant), the Banks named therein and First
Interstate Bank of Nevada, N.A., as Agent Bank.
4(b) Third Amendment to the Registrant's $250 Million
Revolving Loan Agreement, by and among the Registrant,
the Banks named therein and Bank of America National
Trust and Savings Association, as managing agent for
the Banks.
4(c) Third Amendment to the Registrant's $500 Million
Reducing Revolving Loan Agreement, by and among the
Registrant, the Banks named therein and Bank of America
National Trust and Savings Association, as managing
agent for the Banks.
10(d)* First Amendment to Exchange Agreement, dated May 30,
1995, by and among the Registrant and New Way, Inc., a
wholly owned subsidiary of the Registrant, Glenn W.
Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
Korfman and William Ensign.
10(i)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Clyde Turner.
10(k)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Glenn W. Schaeffer.
10(m)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Mike H. Sloan.
10(n)* Employment Agreement dated June 1, 1995, by and between
the Registrant and Kurt D. Sullivan.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Coopers & Lybrand LLP
99(a) Audited combined financial statements of Gold Strike
Resorts for the years ended December 31, 1994 and 1993.
99(b) Audited financial statements of Elgin Riverboat Resort
- Riverboat Casino for the years ended December 31,
1994 and 1993.
* This exhibit was filed with the original Form 8-K.
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated January 27, 1995 (except with
respect to the matters discussed in Note 10, as to which the date
is March 19, 1995) incorporated by reference in Circus Circus
Enterprises, Inc.'s Current Report on Form 8-K dated June 1,
1995, into the Registrant's previously filed Form S-8
Registration Statements File Nos. 2-91950, 2-93578, 33-18278, 33-
29014, 33-39215, 33-56420 and 33-53303.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
August 11, 1995
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Circus
Circus Enterprises, Inc.'s Current Report on Form 8-K dated June
1, 1995, into the Registrant's previously filed Form S-8
Registration Statements File Nos. 2-91950, 2-93578, 33-18278, 33-
29014, 33-39215, 33-56420 and 33-53303 our report dated January
20, 1995.
COOPERS & LYBRAND LLP
Chicago, Illinois
August 7, 1995
