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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
CIRCUS CIRCUS ENTERPRISES, INC.
(Name of Issuer)
COMMON STOCK, $.01 2/3 PAR VALUE
(Title of Class of Securities)
172909 10 3
(CUSIP Number)
Michael S. Ensign with a copy to:
Vice Chairman and Mary Ellen Kanoff, Esq.
Chief Operating Officer Latham & Watkins
Circus Circus Enterprises, Inc. 633 West Fifth Street
2880 Las Vegas Blvd., South Suite 4000
Las Vegas, Nevada 89109 Los Angeles, California 90071
(702) 794-3806 (213) 485-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 172909 10 3 PAGE 2 OF ___ PAGES
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NAME OF PERSON
1 MICHAEL S. ENSIGN
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CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
5 IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
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NUMBER OF SOLE VOTING POWER
7
SHARES 6,501,933
BENEFICIALLY -------------------------------------------------------
SHARED VOTING POWER
OWNED BY 8
N/A
EACH
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REPORTING SOLE DISPOSITIVE POWER
9
PERSON 6,501,933
WITH -------------------------------------------------------
SHARED DISPOSITIVE POWER
10
N/A
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
6,501,933
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
N/A [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.3%
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TYPE OF PERSON REPORTING*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 amends the Schedule 13D previously filed by
Michael S. Ensign (the "Reporting Person") on June 12, 1995, as amended and
restated on June 27, 1995 (the "First Amended and Restated Filing"), and relates
to the shares of Common Stock, $.01 2/3 par value per share (the "Shares"), of
Circus Circus Enterprises, Inc., a Nevada corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 2880 Las Vegas Blvd.,
South, Las Vegas, Nevada 89109.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the First Amended and Restated Filing is hereby amended and
restated in its entirety to read as follows:
(a) The 6,501,933 Shares beneficially owned by the Reporting Person
constitute approximately 6.3% of the total number of Shares outstanding as of
May 31, 1996, based on 103,870,923 Shares outstanding as set forth in the
Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended April 30,
1996.
(b) The Reporting Person has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of, the 6,501,933 Shares
beneficially owned by him.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the First Amended and Restated Filing is hereby amended to
add the following:
Pursuant to a Stipulation of Settlement re Consolidated Class Action
and Derivative Claims dated April 16, 1996, the Issuer agreed to amend the
Standstill Agreement dated as of June 1, 1995 by and between, among others, the
Issuer and the Reporting Person (the "Standstill Agreement"), to clarify certain
duties of the Reporting Person. On September 3, 1996, the Issuer and the
Reporting Person entered into Amendment No.1 to the Standstill Agreement (the
"Amendment"). The Amendment, which is effective as of April 16, 1996, provides
that notwithstanding anything to the contrary in the Standstill Agreement, the
Reporting Person must exercise his fiduciary duties in evaluating and
considering any unsolicited offers or proposals for the acquisition of or merger
with, or other proposed change in control of, the Issuer.
The description of the terms of the Amendment set forth herein does
not purport to be a complete statement of the parties' rights and obligations,
and is qualified in its entirety by reference to such Amendment, which is set
forth as Exhibit 99.7 hereto. Reference is made to such Amendment for a
complete description of the terms and provisions thereof and the agreement of
the parties thereunder.
Page 3 of ___ Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the First Amended and Restated Filing is hereby amended to
add the following:
99.7 Amendment No.1 to Standstill Agreement effective as of April 16,
1996 by and between, among others, the Issuer and the Reporting
Person.
Page 4 of ___ Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 5, 1996 /s/ Michael S. Ensign
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Michael S. Ensign
Page 5 of ___ Pages
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EXHIBIT LIST
99.7 Amendment No.1 to Standstill Agreement effective as of April 16,
1996 by and between, among others, the Issuer and the Reporting
Person.
Page 6 of ___ Pages
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EXHIBIT 99.7
AMENDMENT NO 1. TO STANDSTILL AGREEMENT
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THIS AMENDMENT NO. 1 TO STANDSTILL AGREEMENT, effective as of April 16,
1996 (this "Amendment"), is made and entered into by and among CIRCUS CIRCUS
ENTERPRISES, INC. a Nevada corporation (the "Company"), and each of MICHAEL S.
ENSIGN, an individual ("Ensign"), WILLIAM A. RICHARDSON, an individual
("Richardson"), GLENN W. SCHAEFFER, an individual ("Schaeffer," and together
with Ensign and Richardson, the "Directors"), DAVID R. BELDING, an individual
("Belding"), and PETER A. SIMON II, an individual ("Simon," and together with
the Directors and Belding, the "Investors"). Capitalized terms used herein
without meaning shall have the meanings ascribed to such terms in the Standstill
Agreement (as defined below).
RECITALS
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WHEREAS, pursuant to a Stipulation of Settlement re Consolidated Class
Action and Derivative Claims dated April 16, 1996, the Company agreed to amend
the Standstill Agreement dated as of June 1, 1995 by and between the Company and
the Investors (the "Standstill Agreement"), to clarify certain duties of the
Directors; and
WHEREAS, the parties hereto desire to so amend the Standstill Agreement
with respect to the Directors.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Amendment, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Article 3 of the Standstill Agreement shall be and is hereby amended to
add a new final paragraph as follows:
Notwithstanding the foregoing, the Directors must exercise their fiduciary
duties in evaluating and considering any unsolicited offers or proposals
for the acquisition of or merger with, or other proposed change in control
of, the Company.
2. This Amendment shall be and is hereby incorporated in and forms a part
of the Standstill Agreement.
3. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.
4. All other terms and provisions of the Standstill Agreement shall remain
unchanged except as specifically modified herein.
[Signature page to follow]
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IN WITNESS WHEREOF, each party has executed this Amendment effective as of
the date first above written.
CIRCUS CIRCUS ENTERPRISES, INC.,
a Nevada corporation
By_______________________________________
Name:
Title:
__________________________________________
Michael S. Ensign, individually
and on behalf of his Investor Affiliates
and Investor Representatives
__________________________________________
William A. Richardson, individually
and on behalf of his Investor Affiliates
and Investor Representatives
__________________________________________
Glenn W. Schaeffer, individually
and on behalf of his Investor Affiliates
and Investor Representatives
__________________________________________
David R. Belding, individually
and on behalf of his Investor Affiliates
and Investor Representatives
__________________________________________
Peter A. Simon II, individually
and on behalf of his Investor Affiliates
and Investor Representatives
S-1
