FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 1-8570
CIRCUS CIRCUS ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0121916
(State or other jurisdiction of (I.R.S. Employer incorporation
incorporation or organization) Identification No.)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (702) 734-0410
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchanges on which Registered
Common Stock, $.01-2/3 Par Value New York Stock Exchange and Pacific
Stock Exchange
Common Stock Purchase Rights New York Stock Exchange and Pacific Stock
Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X
No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock of the Registrant held
by persons other than the registrant's directors and executive officers as
of April 22, 1996 (based upon the last reported sale price on the New York
Stock Exchange on such date) was $3,216,018,338.
The number of shares of Common Stock, $.01-2/3 par value, outstanding
at April 22, 1996: 103,346,423.
DOCUMENTS INCORPORATED BY REFERENCE
PART II - Portions of the Registrant's Annual Report to Stockholders
for the year ended January 31, 1996 are incorporated by reference into
Items 7 and 8, inclusive.
PART III - Portions of the Registrant's definitive proxy statement in
connection with the annual meeting of stockholders to be held on June 21,
1996, are incorporated by reference into Items 10 through 13, inclusive.
PART I
ITEM 1. BUSINESS.
General
Circus Circus Enterprises, Inc. (the "Company"), which was
incorporated in 1974, currently owns and operates, through wholly
owned subsidiaries, ten hotel-casino properties in the State of
Nevada with approximately 16,000 guest rooms, including four
properties with approximately 2,400 rooms which were acquired in
fiscal 1996. The Nevada properties currently owned and operated
by the Company include (i) four properties in Las Vegas (Circus
Circus-Las Vegas, Luxor, Excalibur and the Hacienda (acquired in
September 1995)), (ii) the Circus Circus Hotel and Casino in
Reno, (iii) the Colorado Belle Hotel and Casino and the Edgewater
Hotel and Casino which are located on the Colorado River in
Laughlin, (iv) Gold Strike Hotel and Gambling Hall, Nevada
Landing Hotel & Casino in Jean (both acquired in June 1995), and
(v) Railroad Pass Hotel and Casino in Henderson (acquired in June
1995). The Company also owns and operates a dockside casino
situated on a 24-acre site in Tunica County, Mississippi and
operates two smaller casinos on the Las Vegas Strip, Slots-A-Fun
(which the Company also owns) and the Silver City Casino (which
the Company operates under a long-term lease).
The Company, through wholly owned subsidiaries, is a 50%
participant in (i) a joint venture (the "Reno Joint Venture")
which owns and operates Silver Legacy, a hotel-casino located in
downtown Reno that opened in July 1995 and is situated between
Circus Circus-Reno and another hotel-casino owned and operated by
an affiliate of the other participant in the Reno Joint Venture,
(ii) a joint venture (the "Elgin Joint Venture") which owns and
operates The Grand Victoria, a riverboat casino, and a related
land-based entertainment complex located in Elgin, Illinois, and
(iii) a joint venture (the Las Vegas Joint Venture ) which is
developing Monte Carlo, a 3,000-room hotel-casino project on the
Las Vegas Strip scheduled to open in June 1996. The Company
also owns a one-third interest in a company which is operating an
interim casino in Windsor, Ontario, Canada that opened in May
1994. In December 1995, the interim facility was expanded to
include a dockside casino. Negotiations are in progress on an
agreement for a permanent facility. For additional information
concerning the projects with which the Company is involved
through the aforementioned joint ventures, see "Joint Venture
Participations" in this Item 1.
For a discussion of the Company s acquisition of Gold
Strike, Nevada Landing, Railroad Pass and its 50% interests in
the Elgin Joint Venture and the Las Vegas Joint Venture on
June 1, 1995, reference is made to Exhibit 13 of this Report
which is incorporated herein by this reference.
Unless the context otherwise indicates, all references to
the Company are to Circus Circus Enterprises, Inc. and its
subsidiaries.
Description of the Company's Operating Hotels and Casinos
Las Vegas, Nevada
Circus Circus-Las Vegas. Circus Circus-Las Vegas, the
Company's original property, is a circus-themed hotel and casino
complex situated on approximately 69 acres on the north end of
the Las Vegas Strip. The property, which has a total of 2,764
hotel rooms, includes approximately 110,000 square feet of casino
space where, as of January 31, 1996, 2,446 slot machines and
other coin-operated devices, 56 blackjack ("21") tables, four
craps tables, seven roulette tables, eight other table games and
a wheel of fortune as well as poker, keno and a race and sports
book were available to the casino's patrons. From a "Big Top"
above the casino, Circus Circus-Las Vegas offers its guests a
variety of circus acts performed free of charge to the public
from 11 a.m. to midnight daily. A mezzanine area overlooking the
casino has a circus midway with carnival-style games and an
arcade that offers a variety of amusements and electronic games.
Two specialty restaurants, a buffet with a seating capacity of
approximately 1,200, two coffee shops, several fast food snack
bars, four cocktail bars and two cocktail service bars and a
variety of gift shops and specialty shops are also available to
the guests at Circus Circus-Las Vegas. Grand Slam Canyon, an
"adventuredome" covering approximately five acres, opened in
August 1993 and offers theme park entertainment that includes a
high-speed, double-loop, double-corkscrew roller coaster, a
coursing river flume ride on white-water rapids, several rides
and attractions designed for pre-school age children, themed
carnival-style midway games, a state-of-the art arcade, a 65-foot
waterfall, fully animated life-size dinosaurs in their primeval
habitat, food kiosks and souvenir shops, all in a climate-
controlled setting under a giant pink space-frame dome. On-site
parking is available for approximately 5,100 vehicles, including
three garages that will accommodate approximately 3,200 vehicles
and covered parking for approximately 320 vehicles beneath Grand
Slam Canyon. Circus Circus-Las Vegas also offers accommodations
for approximately 384 recreational vehicles at the property's
Circusland RV Park.
For information concerning the 1,000-room hotel tower
currently under construction at Circus Circus-Las Vegas, see
"Current Expansion Activities" in this Item 1.
Luxor. Luxor is an Egyptian-themed hotel and casino complex
which features a 30-story pyramid sheathed in reflective glass.
Situated at the south end of the Las Vegas Strip on a 64-acre
site adjacent to Excalibur, Luxor was opened to the public in
October 1993 and offers its guests more than 400,000 square feet
of public entertainment area on three different levels beneath a
soaring hotel atrium enclosed by 2,526 hotel rooms, including 287
suites. The rooms can be reached from the four corners of the
pyramid by state-of-the-art "inclinators" which travel at a
39-degree angle. Luxor includes approximately 100,000 square
feet of casino space where, as of January 31, 1996, 2,082 slot
machines and other coin-operated devices, 57 blackjack ("21")
tables, six craps tables, nine roulette tables, 15 other table
games and a wheel of fortune as well as poker, keno and a race
and sports book were available to the casino's patrons. Above
the casino, a series of high-tech "participatory" adventures
arrayed in striking scenery are designed to seemingly transport
visitors to extraordinary places of times past, present and
future. Below the casino is a museum of the Tomb of King
Tutankhamen featuring replicas of Egyptian artifacts as they were
found in the tomb. Luxor's other public areas contain a buffet
with a seating capacity of approximately 900, six themed
restaurants including two gourmet restaurants, as well as a snack
bar, seven cocktail lounges and a variety of specialty shops. In
addition, the property's spa offers guests a relaxing escape from
the excitement of the casino. Parking is available for nearly
4,200 vehicles, including a garage which contains approximately
1,000 spaces.
For information concerning two hotel towers currently under
construction which will increase the number of rooms at Luxor by
approximately 2,000, see "Current Expansion Activities" in this
Item 1.
Excalibur. Excalibur is a castle-themed hotel and casino
complex situated on the south end of the Las Vegas Strip on a
53-acre site adjacent to Luxor. Excalibur, which has a total of
4,032 hotel rooms, offers its guests more than 400,000 square
feet of public entertainment area, including approximately
110,000 square feet of casino space where, as of January 31,
1996, 2,559 slot machines and other coin-operated devices, 58
blackjack ("21") tables, five craps tables, six roulette tables,
10 other table games and two wheels of fortune as well as poker,
keno and a race and sports book were available to the casino's
patrons. Excalibur's other public areas include a Renaissance
faire, a medieval village, an amphitheater with seating capacity
of nearly 1,000 where nightly mock jousting tournaments are held
and costume drama are presented, two dynamic motion theaters,
various artisans' booths and medieval games of skill. In
addition, the property has a buffet with seating capacity of
approximately 1,300, six themed restaurants, as well as four
snack bars, several cocktail lounges and a variety of specialty
shops. Parking is available for approximately 3,400 vehicles,
including a garage which contains approximately 1,400 spaces.
Hacienda. The Hacienda Hotel and Casino, acquired by the
Company in September 1995, is situated on a 47-acre site at the
south end of the Las Vegas Strip immediately to the south of
Luxor. The Hacienda has 1,169 hotel rooms and approximately
35,000 square feet of casino space. As of January 31, 1996, the
property included 868 slot machines and other coin operated
devices, 15 blackjack ("21") tables, two craps tables, two
roulette tables, five other table games, a wheel of fortune as
well as poker, keno and a sports book. The Hacienda site is
contiguous to an unimproved 73-acre site acquired by the Company
in March 1995. The Company is operating the Hacienda while it
finalizes plans to develop the Hacienda site and the
aforementioned 73 acres as part of an integrated development with
the Company s Luxor and Excalibur properties. See "Current
Expansion Activities".
Other Las Vegas Properties. The Silver City Casino and
Slots-A-Fun have 18,200 and 16,700 square feet of casino space,
respectively. Both casinos depend on foot traffic along the Las
Vegas Strip for their business. As of January 31, 1996, the
Silver City Casino had 563 slot machines and other coin-operated
devices and 21 table games, while Slots-A-Fun had 623 such
machines and devices and 23 table games.
Reno, Nevada
Circus Circus-Reno. Circus Circus-Reno is a circus-themed
hotel and casino complex situated in downtown Reno, Nevada. The
property, which has a total of 1,625 hotel rooms, includes
approximately 60,000 square feet of casino space where, as of
January 31, 1996, 1,633 slot machines and other coin-operated
devices, 60 blackjack ("21") tables, three craps tables, six
roulette tables, fourteen other table games and a wheel of
fortune, as well as poker, keno and a race and sports book were
available to the casino's patrons. From a "Big Top" above the
casino, Circus Circus-Reno also offers its guests a variety of
circus acts performed free of charge to the public from 11 a.m.
to midnight daily. A mezzanine area overlooking the casino has a
circus midway with carnival-style games and an arcade that offers
a variety of amusement and electronic games. The facilities at
Circus Circus-Reno also include a specialty restaurant, a buffet
with a seating capacity of approximately 700, a coffee shop,
three fast food snack bars, five cocktail lounges, a gift shop
and specialty shops. Covered parking is available for over 1,800
vehicles. For information concerning the Company's participation
in a joint venture which owns and operates Silver Legacy, a
casino, hotel and entertainment complex which opened in July 1995
and is connected to Circus Circus-Reno by a skywalk, see "Joint
Venture Participations -- Reno Joint Venture", below.
Laughlin, Nevada
Colorado Belle. The Colorado Belle Hotel and Casino is
situated on a 22-acre site on the bank of the Colorado River
(with 1,080 feet of river frontage) in Laughlin, Nevada,
approximately 90 miles south of Las Vegas. The Colorado Belle
features a 600-foot replica of a Mississippi riverboat with 200
hotel rooms, two towers containing an additional 1,034 hotel
rooms and a casino with approximately 64,000 square feet of space
where, as of January 31, 1996, 1,474 slot machines and other
coin-operated devices, 31 blackjack ("21") tables, two craps
tables, three roulette tables and four other table games as well
as poker, keno and a sports book were available to the casino's
patrons. The Colorado Belle's facilities also include a 350-seat
buffet, a coffee shop, three specialty restaurants, two fast food
snack bars, four cocktail lounges and a cocktail service bar as
well as a gift shop and other specialty shops. There is surface
parking available for approximately 1,700 vehicles.
Edgewater. The Edgewater Hotel and Casino is situated on a
16-acre site adjacent to the Colorado Belle in Laughlin, Nevada
with approximately 1,640 feet of frontage on the Colorado River.
The property, which has 1,450 hotel rooms, includes approximately
44,000 square feet of casino space where, as of January 31, 1996,
1,347 slot machines and other coin-operated devices, 32 blackjack
("21") tables, two craps tables, four roulette tables, four other
table games and a wheel of fortune as well as poker, keno and a
race and sports book were available to the casino's patrons. The
Edgewater's facilities also include a specialty restaurant, a
coffee shop, a buffet with a seating capacity of approximately
735, a snack bar and three cocktail lounges. There is surface
parking available for approximately 1,350 vehicles and a parking
garage which can accommodate approximately 930 additional
vehicles.
Jean, Nevada
Gold Strike. Gold Strike Hotel & Gambling Hall, which
opened in December 1987 and was acquired by the Company in June
1995, is an "old west" themed casino-hotel located on
approximately 51 acres of land on the east side of I-15, the
primary thoroughfare between Las Vegas and southern California.
The property includes, among other amenities, approximately
37,000 square feet of casino space, 813 hotel rooms, several
restaurants, a gift shop, a swimming pool and spa, a banquet
center equipped to serve 260 people and parking spaces for
approximately 2,100 cars. As of January 31, 1996, 1,115 slot
machines and other coin-operated devices and 22 table games,
including 17 blackjack ("21") tables, two craps tables and two
roulette wheels, as well as poker and keno were available to the
casino's patrons. The casino has a stage bar with regularly
scheduled live entertainment and a casino bar. Gold Strike also
offers a children's arcade in order to accommodate the numerous
families that visit the property.
Nevada Landing. Built in 1989 and acquired by the Company
in June 1995, Nevada Landing Hotel & Casino is a turn-of-the-
century riverboat themed casino-hotel located on approximately 55
acres of land across I-15 from Gold Strike. The property
includes approximately 36,000 square feet of casino space, 303
hotel rooms, a 72-seat Chinese restaurant, a full-service coffee
shop, an all-you-can-eat buffet, a snack bar, a gift shop, a
swimming pool and spa, a 300-guest banquet facility and parking
spaces for approximately 1,400 cars. As of January 31, 1996,
1,050 slot machines and other coin-operated devices and 20 table
games, including 15 blackjack ("21") tables, two craps tables and
two roulette tables, as well as keno and a sports book were
available to the casino's patrons.
Henderson, Nevada
Railroad Pass. Railroad Pass Hotel & Casino, which was
acquired by the Company in June 1995, is situated on
approximately 56 acres along US-93, the direct route between Las
Vegas and Phoenix, Arizona. The property includes, among other
amenities, approximately 21,000 square feet of casino space, 120
hotel rooms, two bars, two full-service restaurants, an all-you-
can-eat buffet, gift shop, swimming pool, a 194-guest banquet
facility and parking spaces for approximately 580 cars. As of
January 31, 1996, Railroad Pass' casino offered 438 slot machines
and nine gaming tables, including six blackjack ( 21 ) tables,
one craps table and one roulette wheel, as well as a keno lounge,
sports book and free bingo three days per week. In contrast with
the Company's other Nevada properties, Railroad Pass caters to
local residents, particularly from Henderson, who often prefer
the informal, friendly atmosphere and easy access of Railroad
Pass over the casinos on the Las Vegas Strip.
Tunica County, Mississippi
Circus Circus-Tunica. Circus Circus-Tunica, which was
built by the Company and opened in August 1994, is a dockside
casino situated on a 24-acre site along the Mississippi River in
Tunica County, Mississippi, approximately three miles west of
Mississippi State Highway 61 (a major north/south highway
connecting Memphis, Tennessee with Tunica County) and
approximately 20 miles south of Memphis. The facility, which has
a total of approximately 127,000 square feet of space, is
operated 24 hours a day and includes approximately 48,000 square
feet of casino space in addition to restaurants and entertainment
areas. As of January 31, 1996, 1,480 slot machines and other
coin-operated devices and 50 table games, including 38 blackjack
("21") tables, five craps tables, four roulette tables, and three
other table games, as well as poker were available to the
casino's patrons. The facility also includes a specialty
restaurant, a 500-seat buffet, a snack bar, three cocktail
lounges and two service bars.
The Company's Tunica site is a part of a three-casino
development covering approximately 72-acres. The other two
casinos are owned and operated by unaffiliated third parties.
The Company also has an undivided one-half interest in an
additional 388 acres of land contiguous to or near each of the
three casino sites which may be used for future development.
Marketing
Generally, the Company follows a marketing and operating
philosophy which emphasizes high-volume business by providing
moderately priced hotel rooms, food and beverage and alternative
entertainment in combination with the gaming activity. The
Company also maintains stringent cost controls which are
exemplified by a general policy of offering minimal credit for
gaming customers at the Company's properties. Management
believes that this philosophy sets the Company apart from its
principal competitors.
The Company's current operations are conducted 24 hours a
day, every day of the year. The Company does not consider its
business to be highly seasonal, although its operating income is
typically somewhat lower in the fourth quarter. Management
emphasizes courtesy and prompt service to its customers and
aspires to a high standard of excellence in all of its
operations.
The Company believes it has been able to maintain high
occupancy rates at its hotels, in part, due to the modest prices
charged for its rooms and its advertised policy of assisting any
customer who cannot be accommodated at its properties in finding
similarly priced rooms in nearby hotels and motels. For the
years ended January 31, 1996, 1995 and 1994, the combined
occupancy rate of the Company s hotels (excluding complimentaries
but including nonrefunded prepaid cancellations, and including
each hotel acquired by the Company during such three-year period
only for the portion of such period commencing with such
acquisition) was approximately 93.5%, 95.7% and 97.8%,
respectively.
Circus Circus-Las Vegas and Circus Circus-Reno, which
together contributed 27% of the Company's revenues in the year
ended January 31, 1996 (and 29% and 36%, respectively, in the
years ended January 31, 1995 and 1994), have popular buffets,
attractive because of their variety, quality and low price. From
a "Big Top" above the casino, both properties offer a variety of
circus acts performed free of charge to the public from 11 a.m.
to midnight daily. A mezzanine area overlooking each casino has
a circus midway with carnival-style games and an arcade that
offers a variety of amusement and electronic games. Grand Slam
Canyon, an adventuredome opened in 1993 at Circus Circus-
Las Vegas, offers additional theme park attractions at that
property.
Excalibur, which contributed 23% of the Company's revenues
in the year ended January 31, 1996 (and 25% and 30%,
respectively, in the years ended January 31, 1995 and 1994),
attracts customers in the same manner as the Company's two
circus-themed Nevada properties by offering quality rooms, food
and entertainment at moderate prices. By way of entertainment,
the medieval castle-themed Excalibur offers a medieval village,
an amphitheater where mock tournaments and costume drama are
presented, dynamic motion theaters, various artisans' booths and
medieval games of skill.
Luxor opened in October 1993 and contributed 20% of the
Company's revenues in the year ended January 31, 1996 (and 24%
and 9%, respectively, in the years ended January 31, 1995 and
1994), is designed to attract the higher income segment of the
middle-income strata of gaming customers by offering a new level
of entertainment and hotel accommodations. Designed with an
Egyptian theme, the pyramid-shaped Luxor offers its guests a
tri-level entertainment area which includes a series of high-tech
"participatory" adventures arrayed in striking scenery designed
to seemingly transport visitors to extraordinary places of times
past, present and future. Other entertainment features include a
museum replicating King Tut's Tomb and its contents.
The Colorado Belle and Edgewater together contributed 13% of
the Company's revenues in the year ended January 31, 1996 (and
16% and 21%, respectively, in the years ended January 31, 1995
and 1994). Forming the heart of the Laughlin "Strip", the
Colorado Belle and the Edgewater combine to offer approximately
2,700 rooms and over 108,000 square feet of casino space. The
Colorado Belle offers a classic Mississippi riverboat theme,
complete with a 60-foot paddle wheel. The Edgewater's
southwestern motif provides a relaxing atmosphere to enjoy the
property's casino and other facilities. Connected by a scenic
walkway, the two resorts form an inviting shoreline along the
Colorado River.
Gold Strike and Nevada Landing, which were acquired June 1,
1995, together contributed 4% of the Company's revenues in the
year ended January 31, 1996. The two properties are located on
opposite sides of I-15, the primary thoroughfare between Las
Vegas and southern California, approximately 25 miles south of
Las Vegas and 12 miles north of the California/Nevada border.
The properties are conveniently located at the only highway
interchange within 12 miles in either direction and are
strategically positioned to attract the large number of people
traveling to and from Las Vegas.
Circus Circus-Tunica, which opened in August 1994,
represents the Company's first wholly owned casino outside of
Nevada as well as its first dockside casino and contributed 5% of
the Company's revenues in the year ended January 31, 1996. The
facility is part of an integrated three casino development that
provides patrons with the opportunity to visit any of the three
casinos without driving, a unique experience in the Tunica
market. The three casinos are currently the closest and provide
the easiest access from Tunica's primary feeder market, Memphis,
Tennessee.
The Company maintains an active media advertising program
through radio, television, billboards and printed publications
primarily in Nevada, California and Arizona for its Nevada
properties and in the Memphis area for Circus Circus-Tunica.
During the year ended January 31, 1996, the Company incurred
total expenses relating to advertising (including the media
advertising described above) of $54.4 million compared with $49.8
million and $40.4 million during the years ended January 31, 1995
and 1994, respectively. While the Company offers complimentary
hotel accommodations, meals and drinks to its customers on an
individual basis, no group complimentary arrangements are
offered.
Operations
The primary source of revenues and income to the Company is
its casinos, although the hotels, restaurants, bars, shops,
midway games and other entertainment attractions and other
services are an important adjunct to the casinos.
The following table sets forth the contribution to net
revenues on a dollar and percentage basis of the Company's major
activities for each of the three most recent fiscal years.
Year Ended January 31,
1996 1995 1994
(Dollars in thousands)
Revenues:(1)
Casino(2) . . . . . $ 664,772 51.2% $612,115 52.3% $538,813 55.9%
Rooms(3). . . . . . 278,807 21.4% 232,346 19.9% 176,001 18.3%
Food and
beverage(3). . . . 201,385 15.5% 189,664 16.2% 152,469 15.8%
Other(3). . . . . . 158,534 12.2% 166,295 14.2% 126,048 13.1%
Earnings of unconsoli-
dated affiliates 45,485 3.5% 5,459 .5% - -
$1,348,983 103.8% 1,205,879 103.1% 993,331 103.1%
Less:
Complimentary
allowances(3) . . 49,387 3.8% 35,697 3.1% 29,861 3.1%
Net revenues. . . . . $1,299,596 100.0% $1,170,182 100.0% $963,470 100.0%
(1) Includes operations of Gold Strike, Nevada Landing and Railroad Pass from
June 1, 1995 and Hacienda from September 1, 1995.
(2) Casino revenues are the net difference between the sums received as
winnings and the sums paid as losses.
(3) Food and beverage, Rooms and Other include the retail value of revenues
from services which are provided to casino customers and others on a
complimentary basis. Such amounts are then deducted as complimentary
allowances to arrive at net revenue.
In connection with its gaming activities, the Company
follows a policy of stringent controls and cross checks on the
recording of all receipts and disbursements. The audit and cash
controls developed and utilized by the Company include the
following: locked cash boxes, independent counters, checkers and
observers to perform the daily cash and coin counts, floor
observation of the gaming areas, closed-circuit television
observation of certain areas, computer tabulation of receipts and
disbursements for each of the Company's slot machines, tables and
other games, and the rapid analysis and resolution of
discrepancies or deviations from normal performance.
The Company's credit policies are stringent and credit play
historically has accounted for an insignificant portion of its
gaming activities. Because of the Company's policies, its casino
receivables have been significantly less than 1% of its total
assets and its annual bad debt expense has been less than 1/10 of
1% of casino revenues.
Joint Venture Participations
The Company is currently a 50% participant in the Reno Joint
Venture, which owns and operates a hotel-casino in Reno, Nevada;
and the Elgin Joint Venture, which owns and operates a riverboat
casino and land-based entertainment complex in Elgin, Illinois;
and a one-third owner of a company which is operating interim
casinos in Windsor, Ontario, Canada. The Company is also a 50%
participant in the Las Vegas Joint Venture, which is constructing
Monte Carlo, a 3,000-room hotel-casino complex on the Las Vegas
Strip which is scheduled to open in June 1996.
The following is a description of the casino projects with
which the Company is currently involved as a joint venture
participant:
Reno Joint Venture (50% Participation)
The Company, through a wholly owned subsidiary, is a 50%
participant with Eldorado Limited Liability Company ("Eldorado
Limited") in the Reno Joint Venture, a general partnership which
owns and operates Silver Legacy, a themed hotel-casino and
entertainment complex situated on two city blocks in downtown
Reno, Nevada. The casino and entertainment complex, which opened
in July 1995, is located between Circus Circus-Reno and Eldorado
Hotel & Casino (the "Eldorado"), which is owned and operated by
an affiliate of Eldorado Limited. Silver Legacy's casino and
entertainment complex is connected at the mezzanine level with
Circus Circus-Reno and the Eldorado by enclosed climate-
controlled skyways above the streets between the respective
properties. The property's exterior is heavily themed to evoke
images of Reno during the period from the 1880's through the
1930's. At the main pedestrian entrances to the casino (located
on all four sides of the complex), patrons enter by passing
through active retail establishments and store fronts reminiscent
of turn-of-the-century Reno.
Silver Legacy, which has 1,711 hotel rooms, includes
approximately 85,000 square feet of gaming space on two levels,
of which approximately 75,000 square feet is on the ground level
and approximately 10,000 square feet is on the mezzanine level.
As of January 31, 1996, Silver Legacy s casino had 2,256 slot
machines and other coin operated devices and 88 table games which
include blackjack ("21") tables, craps, roulette and baccarat.
Extending up into a 180-foot diameter dome structure from the
center of the casino floor is a 120-foot tall mining rig situated
over a replica of a silver mine. The rig depicts a functioning
mining rig with running ore wagons, water flumes, steam and beam-
traction engines, cradles and working buckets, and appears to
mine and smelt ore and pour liquid gold and silver into coins and
bullion.
A 240-seat delicatessen, bar and "sidewalk" cafe are located
on the ground floor, and a seafood grill, a buffet and a 24-hour
coffee shop are located on the casino s mezzanine level. The
property also includes a 25,000-square foot special events
center, a health spa and an outdoor pool and sun deck. The hotel
complex also includes a ten-level parking structure with space
for approximately 1,800 vehicles.
Silver Legacy was completed at a total cost of approximately
$350 million (excluding preopening expenses). Pursuant to the
joint venture agreement relating to Silver Legacy (the "Reno
Venture Agreement"), each of the participants contributed to the
Reno Joint Venture cash or property with an agreed-to value of
$51.9 million. In May 1995, the Reno Joint Venture entered into
a $230 million Credit Agreement with a group of major banks. The
indebtedness under the Credit Agreement is secured by a Deed of
Trust on Silver Legacy and security interests in other assets of
the Reno Joint Venture. The indebtedness incurred pursuant to
the Credit Agreement is subject to scheduled quarterly reductions
ranging from $5 million to $7 million per quarter, and a
scheduled reduction of $125 million on September 30, 2000. In
addition to the scheduled quarterly payments, mandatory
prepayments are required after the end of each of the first eight
full fiscal quarters following the opening of Silver Legacy in
the amount of 50% of the Reno Joint Venture's Consolidated
Available Cash Flow (as defined). Each venturer's ability to
participate in cash flows generated by Silver Legacy is limited
by the terms of the Reno Venture Agreement and the Credit
Agreement, and the Company's right to receive repayments of its
below-mentioned loan to the Reno Joint Venture is subject to
limitations under the Credit Agreement. The foregoing discussion
of the Reno Venture Agreement is qualified in its entirety by
reference to the full text of such agreement which is included as
Exhibit 10(w) to this Report.
As a condition to the Credit Agreement, the Company entered
into an agreement pursuant to which it guaranteed completion of
Silver Legacy. As of January 31, 1996, the Reno Joint Venture
was indebted to the Company for advances in the aggregate amount
of $27.5 million, the repayment of which is subject to certain
limitations under the terms of the Credit Agreement. The
advances to Silver Legacy are secured by a second Deed of Trust
on Silver Legacy. In addition, the Company entered into a
make-well agreement with the Reno Joint Venture for the benefit
of the lenders under the Credit Agreement pursuant to which the
Company is obligated to make such additional contributions to the
Reno Joint Venture as may be necessary to maintain the Reno Joint
Venture's coverage ratio at a minimum permitted level of 1.05 to
1.00. As of January 31, 1996, the Company had not been required
to make any contribution pursuant to the make-well agreement.
As of January 31, 1996, the assets of the Reno Joint
Venture, including Silver Legacy, were subject to encumbrances
securing the repayment of indebtedness in the principal amount of
$247.5 million.
Elgin Joint Venture (50% Participation)
In June 1995, the Company acquired an entity which is a 50%
participant with an affiliate of Hyatt Development Corporation in the
Elgin Joint Venture, an Illinois general partnership which owns and
operates The Grand Victoria. The Grand Victoria, a Victorian themed
riverboat casino and land-based entertainment complex, opened in
October 1994 in Elgin, Illinois, a suburb approximately 40 miles
northwest of downtown Chicago. Over eight million people live within
a 50-mile radius of Elgin. The Grand Victoria, the largest cruising
gaming vessel in the United States, offers a Las Vegas-style gaming
experience. The two-story vessel is 420 feet in length and 110 feet
in width, and provides a maximum 80,000 square feet of gaming space,
approximately 36,000 square feet of which was being used at
January 31, 1996. As of such date, the casino had 977 licensed slot
machines and other coin operated devices and 56 table games. The
vessel has a capacity of 1,500 persons and operates on a fixed
cruising schedule consisting of eight cruises each Monday through
Thursday and nine cruises each Friday, Saturday, Sunday and holiday.
The dimensions of the specially designed riverboat allow The Grand
Victoria to maximize the gaming positions permitted under existing
Illinois gaming regulations. This feature also allows The Grand
Victoria to significantly increase the number of on-board gaming
positions and to adapt the vessel to provide for dockside gaming in
the event of liberalized gaming regulations in the State of Illinois.
An adjacent dockside complex on approximately 12 acres of land
overlooking the Fox River contains an approximately 83,000-square-foot
pavilion with two movie theaters, a 240-seat buffet, an 80-seat fine
dining restaurant, a VIP lounge and a gift shop, in addition to
ticketing and registration services for the riverboat. There is
surface parking available for approximately 600 vehicles and a parking
structure which accommodates approximately 1,400 vehicles. The Grand
Victoria is strategically located in Elgin among the residential
suburbs of Chicago, with nearby freeway access and direct train
service from downtown Chicago. The Grand Victoria is located
approximately 20 miles and 40 miles, respectively, from its nearest
competitors in Aurora, Illinois and Joliet, Illinois, and holds one of
only ten riverboat gaming licenses currently granted state-wide.
After the Elgin Joint Venture has recovered its $112 million
initial investment in The Grand Victoria, the Elgin Joint Venture is
obligated to contribute 20% of its after-tax adjusted net operating
income to various local educational, environmental and economic
projects benefitting the City of Elgin and Kane County, Illinois. The
Company anticipates that the Elgin Joint Venture will be required to
begin making this contribution in the second quarter of fiscal 1997.
In addition, the pavilion and parking lot are located on land leased
by the Elgin Joint Venture from the City of Elgin for an initial
period of ten years, subject to certain renewal and purchase options
granted to the Elgin Joint Venture. Under the lease, the Elgin Joint
Venture is obligated to pay base rent of approximately $110,000 per
year until the date at which the Elgin Joint Venture's cumulative
after tax cash flow equals $75 million. Thereafter, the Elgin Joint
Venture's rent will be equal to the greater of the base rent or 3% of
its net operating income. The Elgin Joint Venture may offset certain
capital expenditures against this rental obligation. Further, rent is
deductible from after-tax adjusted net operating income for purposes
of calculating the 20% contribution obligation described above. For
the first five years of the lease, the Elgin Joint Venture is also
obligated to make certain payments to the City of Elgin to help defray
law enforcement costs.
Under its agreements with the City of Elgin, the Elgin Joint
Venture also was granted an option to purchase an additional nine
acres of land contiguous to the existing site. For information
concerning certain regulatory requirements applicable to the ownership
and operation of the Elgin Joint Venture's gaming facilities, see
"Regulation and Licensing--Illinois" in this Item 1.
As of January 31, 1996, the assets of the Elgin Joint Venture
were not subject to any encumbrances securing the repayment of
indebtedness.
Las Vegas Joint Venture (50% Participation)
In June 1995, the Company acquired an entity which is a 50%
participant with an affiliate of Mirage Resorts, Incorporated
( Mirage ) in the Las Vegas Joint Venture, a Nevada general
partnership, which is constructing Monte Carlo, a 3,000-room gaming
resort that will have frontage of nearly 600 feet on the Las Vegas
Strip. Monte Carlo, which will be located on 44 acres of the former
"Dunes" golf course between two of the busiest intersections in
Las Vegas, will be part of a cluster of new megaresorts including the
MGM Grand, Excalibur and Luxor, and will be situated between Bellagio,
a luxury resort currently under construction by Mirage and New York-
New York, a casino resort being jointly developed by MGM Grand, Inc.
and Primadonna Resorts, Inc. Monte Carlo, which is expected to open
in June 1996, will contain approximately 90,000 square feet of casino
space with a palatial style reminiscent of the Belle Epoque, the
French Victorian architecture of the late 19th century. The property
will include a recreated Victorian town square featuring ornate
facades and an old-time "carnival" with circus acts, musicians,
interactive games, high-tech arcade rides and other nongaming
recreational activities. A 1,200-seat replica of a plush vaudeville
theater, including a balcony and proscenium arch, will feature an
elaborately staged show of illusions. It is currently contemplated
that a themed walking path and tram will link Monte Carlo to Bellagio.
The entity acquired by the Company, Gold Strike L.V., a Nevada
general partnership (the Circus Participant ), is the managing
partner of the Las Vegas Joint Venture and, subject to certain
exceptions, has sole authority for the design, development,
construction and operation of Monte Carlo. The cost of construction
(including preopening expenses, capitalized interest and land
acquisition costs) is estimated to be approximately $350 million. The
Las Vegas Joint Venture has obtained a $200 million nonrecourse
construction debt facility from a consortium of major banks, which,
subject to certain conditions, will convert to a permanent reducing
revolving loan once Monte Carlo opens. Pursuant to the Las Vegas
Joint Venture's joint venture agreement (the "Las Vegas Joint Venture
Agreement"), the aggregate principal amount of construction financing
and all other joint venture indebtedness outstanding shall not exceed
$210 million. The Company estimates that the Circus Participant s
equity contribution to the Monte Carlo project will be approximately
$70 million. The Circus Participant will be responsible for any
construction cost overruns beyond the $210 million debt limit, cash
equity contributions by both partners and the cost of the land.
Construction of Monte Carlo commenced in April 1995. If
construction of Monte Carlo is not completed and the facility is not
open to the public by December 31, 1996, unless such delay is not
within the Circus Participant s control, Mirage may either (i) elect
to become the managing partner of the Las Vegas Joint Venture, (ii)
dissolve the joint venture and receive from the Circus Participant a
$2 million termination fee, or (iii) purchase the Circus Participant's
entire interest in the Las Vegas Joint Venture for cash in an amount
equal to the Circus Participant's capital account balance in the joint
venture. In connection with the development of Monte Carlo, the
Company has unconditionally guaranteed completion of the construction
of Monte Carlo. The foregoing discussion of the Las Vegas Joint
Venture Agreement is qualified in its entirely by reference to the
full text of such agreement and amendments thereto which are included
as Exhibits 10(ccc), 10(ddd), 10(eee) and 10(fff) to this Report.
As of January 31, 1996, the assets of the Las Vegas Joint Venture
were subject to encumbrances securing the repayment of indebtedness in
the aggregate principal amount of $112 million.
Windsor Joint Venture (33 1/3% Participation)
The Company is a participant in a casino in Windsor,
Ontario, Canada with Hilton Hotels Corporation and Caesars World,
Inc., through its ownership of a one-third interest in Windsor
Casino Limited, an Ontario corporation ("WCL"), which has been
awarded the exclusive right to negotiate an agreement to develop
and operate a casino in Windsor, Ontario, Canada, approximately
1.5 miles from Detroit, Michigan across the Detroit River. WCL
plans, subject to reaching such agreement, to develop and operate
a hotel-casino which will include slot machines and table games
as well as a 400-room hotel, meeting facilities, entertainment
and other public areas. WCL opened an interim land-based casino
in May 1994 and a dockside casino in December 1995. WCL is
currently negotiating an agreement for a permanent facility. For
information concerning certain regulatory requirements applicable
to the ownership and operation of casino gaming facilities in
Windsor, see "Regulation and Licensing -- Windsor, Ontario,
Canada" in this Item 1.
Other
For information concerning the Company s termination of its
participation in the development of a riverboat casino project in
Chalmette, Louisiana by its purchase in June 1995 of the
remaining 50% interest in the venture entity and the sale of the
unfinished project, see Note 14 of the Notes to Consolidated
Financial Statements incorporated by reference in Item 8 of this
Report.
Current Expansion Activities
In January 1996, the Company commenced construction on a
major expansion at Luxor that will include approximately 2,000
additional rooms, situated in two identical 22-story towers
designed in a stepped-pyramid style, located between Luxor and
Excalibur. The expansion will also include additional casino
space, retail area, restaurants, and a multi-purpose showroom, as
well as a signature dark ride with a working title of "Tutmania",
an adventure through the fabled and enchanted tombs of ancient
Egypt. The rooms should open by the end of calendar 1996. The
estimated cost for this expansion is expected to be approximately
$250 million.
Also in January 1996, the Company commenced construction of
a 1,000-room tower addition at Circus Circus-Las Vegas, which is
scheduled for completion by the end of 1996. This addition will
bring the total number of rooms at Circus Circus-Las Vegas to
approximately 3,800. In concert with this expansion, the Company
is also refurbishing all of the existing rooms at Circus Circus-
Las Vegas. The estimated cost of the 1,000-room tower is
approximately $60 million.
Construction is expected to commence by the end of the
fiscal year on the site where the Hacienda currently sits. This
hotel/casino project is anticipated to include as many as 4,000
hotel rooms as well as many nongaming attractions. Although
plans are preliminary, the cost of the project is estimated to be
approximately $700-$800 million, exclusive of land and is
expected to open in mid-1998.
During fiscal 1997, the Company expects to refurbish all of
the existing rooms and begin construction of an additional
parking garage at Circus Circus-Reno. The room refurbishment
will be completed during the current year, while the parking
garage will be completed the following year. The estimated cost
of these projects is approximately $35 million.
The Company anticipates that the expansion projects
discussed above (particularly those at Luxor) will partially
disrupt business and negatively impact operating results during
the expansion phase, although the Company is not able to predict
the extent or magnitude of this impact.
The Company has been negotiating with Mirage to participate
in the development of a 150-acre site located in the Marina
District of Atlantic City. Mirage recently entered into an
agreement with the city of Atlantic City to acquire the site.
Mirage's development of the site is subject to the satisfaction
of a number of conditions, including its receipt of all requisite
licenses, permits, allocations and authorizations, resolution of
real estate title issues, its determination that the costs of
environmental remediation are not unreasonable and the approval
by the State of New Jersey of funding for certain significant
improvements affecting the site. Accordingly, there can be no
assurances as to whether or when Mirage will proceed with its
development of the site. The Company's participation is subject
to Mirage's determination to proceed with development of the site
and the Company's successful negotiation of an agreement with
Mirage, which would provide for the development of a hotel-
casino, adjacent and linked to Mirage's. The Company's ability
to proceed is also subject to its obtaining the requisite gaming
and other approvals and licenses in New Jersey, as well as the
approval of the gaming authorities of various other
jurisdictions. Assuming the Company's consummation of an
agreement with Mirage and receipt of the requisite licenses and
approvals, the Company could begin construction sometime next
year, with an anticipated 24-month construction period. While
the exact extent of a potential development cannot be determined
at this time, the Company is currently contemplating an
investment of $500-$600 million to construct a hotel/casino
megaresort with at least 2,000 rooms.
Consistent with past practice and the longstanding policy of
making substantial investments in its gaming business at regular
intervals, the Company continues to actively pursue new projects,
either by development or acquisition. New projects may be
undertaken in Nevada, where all but one of the Company's wholly
owned operating properties are currently located, or in other
jurisdictions within the United States or abroad where gaming has
been legalized. Such projects may be wholly owned and operated
by the Company, or may be developed, owned and/or operated
through joint ventures involving the Company and one or more
other parties.
The Company believes that its financial resources are
adequate to permit it to successfully meet its commitments with
respect to its current expansion projects and joint venture
participations. However, depending on the timing, size and
nature of the Company's commitments with respect thereto, future
expansion projects or joint venture participations may require
the Company to seek additional debt or equity funding.
Competition
Recognizing that middle class vacationers enjoy gaming, but
also vacation with their families, the Company seeks to appeal to
this value-oriented market and satisfy the group's diverse
entertainment demands by offering exciting entertainment
opportunities at reasonable prices. The Company seeks to achieve
this objective through its entertainment "megastores", such as
the Circus properties in Las Vegas and Reno, Luxor, Excalibur,
Colorado Belle and Edgewater, by offering gaming combined with
dramatic entertainment concepts and reasonably priced rooms,
reasonably priced food and beverage and prompt, courteous
service. As of January 31, 1996, the Company was the largest
hotel-casino operator in the Las Vegas and Laughlin markets in
terms of total square footage of casino space and number of hotel
rooms.
The Company's Las Vegas casino and hotel operations, which
are conducted from facilities located primarily along the Las
Vegas Strip, currently compete with approximately 27 major hotel-
casinos and a number of smaller casinos located on or near the
Las Vegas Strip Such operations also compete with casinos
located in downtown Las Vegas, approximately 12 of which offer
hotel, food and beverage and entertainment facilities, and
several major hotel-casinos located elsewhere in the Las Vegas
area. The Company's Las Vegas properties also compete, to a
lesser extent, with casino and hotel facilities in other parts of
Nevada, including Laughlin, Reno and along I-15 (the principal
means of access to Las Vegas from southern California by car)
near the California-Nevada state line.
The casino and hotel capacity continues to increase in the
Las Vegas market. During the fourth calendar quarter of 1993,
two major new hotel-casinos, including Luxor, opened at the south
end of the Las Vegas Strip, and a third such property opened near
the center of the Las Vegas Strip. These three properties added
significant casino capacity and over 10,500 hotel rooms to the
existing Las Vegas market. These openings have shifted the focus
of the Las Vegas Strip toward its south end, although at Circus
Circus-Las Vegas (which is located at the Strip's northern end)
results were not significantly different compared to the prior
year. The Company also believes such openings had a negative
impact on Laughlin area properties, including the Colorado Belle
and the Edgewater, by drawing visitors from the Laughlin market,
which has resulted in increased competition among Laughlin
properties for a reduced number of visitors thus contributing to
generally lower revenues and profit margins at Laughlin
properties, including the Colorado Belle and the Edgewater. In
April 1996, an additional competitor opened on the northern end
of the Strip (north of Circus Circus-Las Vegas). This property
opened with 1,500 hotel rooms (expanding to 2,500 by year-end),
97,000 square feet of casino space and various entertainment
attractions.
In the current year, 3,000 additional rooms and
approximately 90,000 square feet of casino space will be added
with the scheduled June opening of Monte Carlo (in which the
Company has a 50% interest), and approximately 3,000 additional
rooms will be added with the completion of an approximate 2,000-
room expansion at Luxor and a 1,000-room expansion at Circus
Circus-Las Vegas, each scheduled for completion by December 1996.
Two other major Las Vegas Strip projects are currently under
construction on sites contiguous to the Monte Carlo site.
According to public statements of the developers, New York, New
York is scheduled to open in December 1996 and will add an
additional 2,000 rooms and approximately 90,000 square feet of
casino space, and Bellagio is expected to open in the spring of
1998 with 3,000 rooms and a large casino. The Company cannot
determine at this time what impact the opening of the projects
currently under construction will have on the Company's
operations.
Excalibur (which has a total of 4,032 rooms) and Luxor
(which currently has 2,526 rooms and will add approximately 2,000
additional rooms with the completion of two additional hotel
towers currently under construction) each has benefited from
walk-in business attributable to the registered guests and casino
customers at the other property. While the impact on the Company
of the current expansion of its facilities in Las Vegas cannot be
determined at this time, management believes that the Company's
Las Vegas operations, on a consolidated basis, have benefited
significantly as a result of the addition of Luxor, which
represents the Company s most recent introduction to the
Las Vegas market of new hotel or casino capacity.
Circus Circus-Reno competes with approximately 13 major
casinos (the majority of which offer hotel rooms), including
Silver Legacy, a 1,700-room hotel-casino complex which opened in
July 1995 and is 50% owned by a wholly owned subsidiary of the
Company, and Eldorado Limited. Circus Circus-Reno and Silver
Legacy also compete with numerous other smaller casinos in the
greater Reno area and, to a lesser extent, with casino and hotel
facilities in other parts of Nevada. Silver Legacy, situated
between Circus Circus-Reno and the Eldorado Hotel & Casino, is
connected to each of such properties at the mezzanine level by
enclosed climate-controlled skyways above the streets between the
respective properties, thus facilitating the flow of customers
within the three properties. Since the opening of Silver Legacy,
results at Circus Circus-Reno have been affected as guests
staying at Circus Circus-Reno have chosen to visit Silver Legacy
during their stay.
In Laughlin, the Colorado Belle and the Edgewater, which
together accounted for approximately 24% of the rooms in Laughlin
as of January 31, 1996, compete with eight other Laughlin
casinos. They also compete with the hotel-casinos in Las Vegas
and those situated on I-15 (the principal highway between Las
Vegas and Los Angeles) near the Nevada-California state line, as
well as a growing number of casinos on Indian reservations in
Laughlin's regional market. While the Colorado Belle and the
Edgewater also compete with each other, both properties have
maintained occupancy levels of above 85% at their hotels and,
because the two properties are situated on adjoining sites, the
Company believes that each property benefits from walk-in
business attributable to the registered guests and casino
customers at the other property.
The Company believes that it receives the major portion of
its Las Vegas business from southern California and to a lesser
degree from the remainder of the southwestern United States. The
major portion of its Reno business is derived from northern
California and to a lesser degree from the northwestern United
States. Laughlin's business is derived principally from Arizona
and southern California.
The Company s Jean, Nevada properties, Gold Strike and
Nevada Landing, are located on I-15, the primary thoroughfare
between Las Vegas and southern California, approximately 25 miles
south of Las Vegas and 12 miles north of the California/Nevada
border, and are dependent for their customers almost entirely on
the large number of people traveling between Las Vegas and
southern California. As such, these properties compete with the
large concentration of hotel, casino and other entertainment
options available in Las Vegas as well as three hotel-casinos
clustered at the California/Nevada border which, according to
published reports, offer over 2,000 rooms and over 100,000 square
feet of casino space as well as restaurants and entertainment
facilities.
The State of Mississippi legalized casino gaming on the
water along the Mississippi River and the Mississippi Gulf Coast
in June 1990. Circus Circus-Tunica competes with eight other
casinos in Tunica County. New competition will enter the Tunica
market at Buck Lake, directly north of Tunica by the summer of
1996. This proposed property, which is being developed by Grand
Casinos, will be larger in capacity and situated closer to
Memphis than all of the existing facilities in Tunica County.
There is no limit on the number of licenses that may be granted
within Mississippi or within any county in Mississippi. The
Company believes that Circus Circus-Tunica's principal market is
the area within 100 miles of Tunica County. This area includes
Memphis, Tennessee (with a population of approximately
1,000,000), Little Rock, Arkansas (with a population of
approximately 500,000) and northern Mississippi (with a
population base of over 250,000). Tunica County is currently the
closest legalized gaming jurisdiction to Memphis. Because Circus
Circus-Tunica is heavily dependent upon the patronage of Memphis
residents and upon tourists and other out-of-state gaming
customers coming to Tunica from Memphis, the opening of gaming
casinos at locations closer to Memphis could have a material
adverse effect on Circus Circus-Tunica's operations. In this
regard, De Soto County, the northwestern most Mississippi county
and the nearest to Memphis, by local referendum in November 1992
voted against authorizing gaming activities in the county, but
could at any time after October 1996 vote to allow gaming
activities. In addition, the authorization of gaming activities
in Arkansas, or Tennessee, which currently has a constitutional
restriction on gaming activities, could have a material adverse
effect on the Company's Tunica County operations.
Gaming has expanded dramatically in the United States in
recent years. This growth has been reflected in various forms
including riverboats, dockside gaming facilities, Native American
gaming ventures, land-based casinos, state-sponsored lotteries,
off-track wagering and card parlors. Since 1990, when there were
casinos in only three states (excluding casinos on Native
American lands), gaming has spread to a number of additional
states and still other states are currently considering the
legalization of casino gaming in specific geographic areas within
their jurisdictions. Casino gaming is currently conducted by
numerous Native American tribes throughout the United States and
other Native American tribes are either in the process of
establishing or are considering the establishment of gaming at
additional locations, including sites in California and Arizona.
The Company does not believe that gaming, as presently conducted
in other states, has had a material adverse impact on its
operations. The competitive impact on Nevada gaming
establishments, in general, and the Company's operations, in
particular, from the continued growth of gaming in jurisdictions
outside of Nevada cannot be determined at this time. The Company
believes that the introduction of casino gaming in areas close to
Nevada, such as California and Arizona, could have an adverse
impact on the Company's operations and, depending on the nature,
location and extent of such operations, such impact could be
material.
Regulation and Licensing
Nevada
The ownership and operation of casino gaming facilities in
Nevada are subject to: (i) the Nevada Gaming Control Act and the
regulations promulgated thereunder (collectively, the "Nevada
Act"); and (ii) various local ordinances and regulations. The
Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada
Board"), and various local licensing and regulatory authorities,
including the Clark County Liquor and Gaming Licensing Board, the
City of Reno and the City of Henderson (collectively, the "Local
Authorities"). The Nevada Commission, the Nevada Board and the
Local Authorities are collectively referred to as the "Nevada
Gaming Authorities".
The laws, regulations and supervisory procedures of the
Nevada Gaming Authorities are based upon declarations of public
policy which are concerned with, among other things: (i) the
prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible
accounting practices and procedures; (iii) the maintenance of
effective controls over the financial practices of licensees,
including the establishment of minimum procedures for internal
fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the
prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation
and licensing fees. Changes in such laws, regulations and
procedures could have an adverse effect on the Company's gaming
operations.
The Company's direct and indirect subsidiaries that conduct
gaming operations or have an ownership interest in an entity that
conducts gaming operations are required to be licensed by the
Nevada Gaming Authorities. The Company is registered by the
Nevada Commission as a publicly traded corporation (a "Registered
Corporation") and has been found suitable to own the stock of
Circus Circus Casinos, Inc., Slots-A-Fun, Inc., Edgewater Hotel
Corporation, Colorado Belle Corp., New Castle Corp., Ramparts,
Inc. and Pinkless, Inc., each of which is a corporate gaming
licensee under the terms of the Nevada Act ( individually, a
"Corporate Licensee" and collectively with the additional
corporate subsidiaries referenced hereinbelow, the "Corporate
Licensees") that has been licensed to conduct nonrestricted
gaming operations at its respective gaming establishment. The
Company has also been found suitable to own the stock of M.S.E.
Investments, Incorporated ("M.S.E."), Last Chance Investments,
Inc. ("LCI"), Goldstrike Investments, Inc. ("GII"), Diamond Gold,
Inc. ("DGI"), Oasis Development Company, Inc. ("Oasis") and
Galleon, Inc. ("Galleon"), each of which is a Corporate Licensee
that has been licensed as a general partner of one or more Nevada
general partnerships that have been licensed to conduct
nonrestricted or restricted gaming operations at their respective
gaming establishments. M.S.E., LCI and GII are each licensed as
general partners of Railroad Pass Investment Group, a Nevada
general partnership ("Railroad Pass"), Jean Development Company,
a Nevada general partnership ("Jean Development"), Jean
Development West, a Nevada general partnership ("Jean West"),
Gold Strike Fuel Company, a Nevada general partnership ("GSFC")
and Jean Fuel Company West, a Nevada general partnership ("Jean
Fuel"); DGI is licensed as a general partner of Jean West; Oasis
is licensed as a general partner of GSFC and Jean Fuel; and
Galleon is licensed as a 50% general partner of Circus and
Eldorado Joint Venture, a Nevada general partnership ("CEJV")
(all such general partnerships individually, a "Partnership
Licensee" and collectively, the "Partnership Licensees").
Railroad Pass, Jean Development, Jean West, and CEJV have each
been licensed to conduct nonrestricted gaming operations at their
respective gaming establishments and Jean Fuel and GSFC have each
been licensed to conduct restricted gaming operations consisting
of 15 or fewer slot machines at their respective gaming
establishments.
The gaming licenses held by the Corporate Licensees and the
Partnership Licensees (each individually, a "Gaming Subsidiary"
and collectively, the "Gaming Subsidiaries") to conduct
nonrestricted gaming operations require the payment of periodic
fees and taxes and are not transferable. As a Registered
Corporation, the Company is required periodically to submit
detailed financial and operating reports to the Nevada Commission
and furnish any other information which the Nevada Commission may
require. No person may become a stockholder or partner of, or
receive any percentage of profits from the Gaming Subsidiaries
without first obtaining licenses and approvals from the Nevada
Gaming Authorities. The Company and the Gaming Subsidiaries have
obtained from the Nevada Gaming Authorities the various
registrations, approvals, findings of suitability permits and
licenses required in order to engage in gaming activities in
Nevada.
The Nevada Gaming Authorities may investigate any individual
who has a material relationship to, or material involvement with,
the Company or the Gaming Subsidiaries in order to determine
whether such individual is suitable or should be licensed as a
business associate of a gaming licensee. Officers, directors and
certain key employees of the Gaming Subsidiaries must file
applications with the Nevada Gaming Authorities and may be
required to be licensed or found suitable by the Nevada Gaming
Authorities. Officers, directors and key employees of the
Company who are actively and directly involved in gaming
activities of the Gaming Subsidiaries may be required to be
licensed or found suitable by the Nevada Gaming Authorities. The
Nevada Gaming Authorities may deny an application for licensing
for any cause which they deem reasonable. A finding of
suitability is comparable to licensing, and both require
submission of detailed personal and financial information
followed by a thorough investigation. The applicant for
licensing or a finding of suitability must pay all the costs of
the investigation. Changes in licensed positions must be
reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities have
jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer,
director or key employee unsuitable for licensing or unsuitable
to continue having a relationship with the Company or a Gaming
Subsidiary, the companies involved would have to sever all
relationships with such person. In addition, the Nevada
Commission may require the Company and the Gaming Subsidiaries to
terminate the employment of any person who refuses to file
appropriate applications. Determinations of suitability or of
questions pertaining to licensing are not subject to judicial
review in Nevada.
The Company and the Gaming Subsidiaries are required to
submit detailed financial and operating reports to the Nevada
Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by the Gaming
Subsidiaries must be reported to or approved by the Nevada
Commission.
If it were determined that the Nevada Act was violated by a
Gaming Subsidiary, the gaming licenses it holds could be limited,
conditioned, suspended or revoked, subject to compliance with
certain statutory and regulatory procedures. In addition, the
Gaming Subsidiaries, the Company and the persons involved could
be subject to substantial fines for each separate violation of
the Nevada Act at the discretion of the Nevada Commission.
Further, a supervisor could be appointed by the Nevada Commission
to operate the Company's gaming properties and, under certain
circumstances, earnings generated during the supervisor's
appointment (except for reasonable rental value of the casino)
could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming license or the
appointment of a supervisor could (and revocation of any gaming
license would) materially adversely affect the Company's gaming
operations.
Any beneficial holder of the Company's voting securities,
regardless of the number of shares owned, may be required to file
an application, be investigated, and have his suitability as a
beneficial holder of the Company's voting securities determined
if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared
policies of the state of Nevada. The applicant must pay all
costs of investigation incurred by the Nevada Gaming Authorities
in conducting any such investigation.
The Nevada Act requires any person who acquires more than
five percent of a Registered Corporation's voting securities to
report the acquisition to the Nevada Commission. The Nevada Act
requires that beneficial owners of more than 10% of a Registered
Corporation's voting securities apply to the Nevada Commission
for a finding of suitability within thirty days after the
Chairman of the Nevada Board mails the written notice requiring
such filing. Under certain circumstances, an "institutional
investor", as defined in the Nevada Act, which acquires more than
10%, but not more than 15%, of the Registered Corporation's
voting securities may apply to the Nevada Commission for a waiver
of such finding of suitability if such institutional investor
holds the voting securities for investment purposes only. An
institutional investor shall not be deemed to hold voting
securities for investment purposes unless the voting securities
were acquired and are held in the ordinary course of business as
an institutional investor and not for the purpose of causing,
directly or indirectly, the election of a majority of the members
of the board of directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or
operations of the Registered Corporation, or any of its gaming
affiliates, or any other action which the Nevada Commission finds
to be inconsistent with holding the Registered Corporation's
voting securities for investment purposes only. Activities which
are not deemed to be inconsistent with holding voting securities
for investment purposes only include: (i) voting on all matters
voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities
analysts for informational purposes and not to cause a change in
its management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be
consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of
suitability or a license within 30 days after being ordered to do
so by the Nevada Commission or the Chairman of the Nevada Board,
may be found unsuitable. The same restrictions apply to a record
owner if the record owner, after request, fails to identify the
beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the
Company's voting securities beyond such period of time as may be
prescribed by the Nevada Commission may be guilty of a criminal
offense. The Company is subject to disciplinary action if, after
it receives notice that a person is unsuitable to be a
stockholder or to have any other relationship with the Company or
the Gaming Subsidiaries, the Company: (i) pays that person any
dividend or interest upon voting securities of the Company;
(ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person;
(iii) pays remuneration in any form to that person for services
rendered or otherwise; or (iv) fails to pursue all lawful efforts
to require such unsuitable person to relinquish his voting
securities including, if necessary, the immediate purchase of
said voting securities for cash at fair market value.
Additionally, the Clark County Liquor and Gaming Licensing Board
has the authority to approve all persons owning or controlling
the stock of any corporation controlling a gaming licensee.
The Nevada Commission may, in its discretion, require the
holder of any debt security of a Registered Corporation to file
applications, be investigated and be found suitable to own the
debt security of a Registered Corporation if the Nevada
Commission has reason to believe that such holder's acquisition
of such debt security would otherwise be inconsistent with the
declared policy of the State of Nevada. If the Nevada Commission
determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including the loss of its approvals, if without the
prior approval of the Nevada Commission, it: (i) pays to the
unsuitable person any dividend, interest, or any distribution
whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption,
conversion, exchange, liquidation or similar transaction.
The Company is required to maintain a current stock ledger
in Nevada which may be examined by the Nevada Gaming Authorities
at any time. If any securities are held in trust by an agent or
by a nominee, the record holder may be required to disclose the
identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds
for finding the record holder unsuitable. The Company is also
required to render maximum assistance in determining the identity
of the beneficial owner. The Nevada Commission has the power to
require the Company's stock certificates to bear a legend
indicating that the securities are subject to the Nevada Act.
However, to date, the Nevada Commission has not imposed such a
requirement on the Company.
The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the
securities or proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in Nevada, or to
retire or extend obligations incurred for such purposes. On
August 24, 1995, the Nevada Commission granted the Company prior
approval to make public offerings for a period of one year,
subject to certain conditions (the "Shelf Approval"). The Shelf
Approval also applies to any affiliated company wholly owned by
the Company (an "Affiliate") which is a publicly traded
corporation or would thereby become a publicly traded corporation
pursuant to a public offering. The Shelf Approval also includes
approval for the Corporate Licensees to guarantee any security
issued by, or to hypothecate their assets to secure the payment
or performance of any obligations issued by, the Company or an
Affiliate in a public offering under the Shelf Registration.
However, the Shelf Approval may be rescinded for good cause
without prior notice upon the issuance of an interlocutory stop
order by the Chairman of the Nevada Board and must be renewed
annually. The Shelf Approval does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada
Board as to the accuracy or adequacy of the prospectus or the
investment merits of the securities offered. Any representation
to the contrary is unlawful.
Changes in control of the Company through merger,
consolidation, stock or asset acquisitions, management or
consulting agreements, or any act or conduct by a person whereby
he obtains control, may not occur without the prior approval of
the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada
Commission in a variety of stringent standards prior to assuming
control of such Registered Corporation. The Nevada Commission
may also require controlling stockholders, officers, directors
and other persons having a material relationship or involvement
with the entity proposing to acquire control, to be investigated
and licensed as part of the approval process relating to the
transaction.
The Nevada legislature has declared that some corporate
acquisitions opposed by management, repurchases of voting
securities and corporate defense tactics affecting Nevada gaming
corporate licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has
established a regulatory scheme to ameliorate the potentially
adverse effects of these business practices upon Nevada's gaming
industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their
affiliates; (ii) preserve the beneficial aspects of conducting
business in the corporate form; and (iii) promote a neutral
environment for the orderly governance of corporate affairs.
Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of
voting securities above the current market price thereof and
before a corporate acquisition opposed by management can be
consummated. The Nevada Act also requires prior approval of a
plan of recapitalization proposed by the Company's Board of
Directors in response to a tender offer made directly to the
Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.
License fees and taxes, computed in various ways depending
on the type of gaming or activity involved, are payable to the
State of Nevada and to the counties and cities in which the
Gaming Subsidiaries' respective operations are conducted.
Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are
based upon either: (i) a percentage of the gross revenues
received; (ii) the number of gaming devices operated; or
(iii) the number of table games operated. A casino entertainment
tax is also paid by nonrestricted casino operations where
entertainment is furnished in connection with the selling of food
or refreshments. Nevada licensees that hold a license as an
operator of a slot route, or a manufacturer's or distributor's
license, also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control
with such persons (collectively, the "Licensees"), and who
proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to
pay the expenses of investigation by the Nevada Board of their
participation in such foreign gaming. The revolving fund is
subject to increase or decrease in the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with
certain reporting requirements imposed by the Nevada Act.
Licensees are also subject to disciplinary action by the Nevada
Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming
operations, engage in activities that are harmful to the state of
Nevada or its ability to collect gaming taxes and fees, or employ
a person in the foreign operation who has been denied a license
or finding of suitability in Nevada on the ground of personal
unsuitability.
The sale of alcoholic beverages at the gaming establishments
operated by the Gaming Subsidiaries is subject to licensing,
control and regulation by the applicable Local Authorities. All
licenses are revocable and are not transferable. The Local
Authorities involved have full power to limit, condition, suspend
or revoke any such license, and any such disciplinary action
could (and revocation would) have a material adverse affect upon
the operations of the licensed gaming establishments.
Mississippi
The Company conducts its Mississippi gaming operations
through a Mississippi subsidiary, Circus Circus Mississippi, Inc.
("CCMI"). The ownership and operation of casino gaming
facilities in Mississippi are subject to extensive state and
local regulation. In order to open and operate Circus Circus-
Tunica, the Company was required to register under the
Mississippi Gaming Control Act (the "Mississippi Act") and its
Mississippi gaming operations are subject to the licensing and
regulatory control of the Mississippi Gaming Commission (the
"Mississippi Commission") and various local and county regulatory
agencies. Effective October 29, 1991, the Mississippi Commission
adopted regulations in furtherance of the Mississippi Act (the
"regulations"). Changes in the Mississippi Act, the regulations
and/or interpretations of the Mississippi Act and the regulations
by the Mississippi Commission could have a material adverse
effect on gaming operations conducted by the Company in
Mississippi.
The Company is required to submit detailed financial,
operating and other reports to the Mississippi Commission.
Substantially all loans, leases, sales of securities and similar
financing transactions entered into by CCMI must be reported to
or approved by the Mississippi Commission. CCMI also is required
to periodically submit detailed financial and operating reports
to the Mississippi Commission and the Mississippi State Tax
Commission and to furnish any other information required thereby.
Each of the directors, officers and key employees of the
Company who are actively and directly engaged in the
administration or supervision of gaming in Mississippi, or who
have any other significant direct or indirect involvement with
the gaming activities of the Company in Mississippi, must be
found suitable therefor, and may be required to be licensed, by
the Mississippi Commission. The finding of suitability is
comparable to licensing, and both require submission of detailed
personal financial information followed by a thorough
investigation. In addition, any individual who is found to have
a material relationship to, or material involvement with, the
Company may be required to be investigated in order to be found
suitable or to be licensed as a business associate of the
Company. Key employees, controlling persons or others who
exercise significant influence upon the management or affairs of
the Company may also be deemed to have such a relationship or
involvement. There can be no assurance that a person who is
subject to a finding of suitability will be found suitable by the
Mississippi Commission. An application for licensing may be
denied for any cause deemed reasonable by the Mississippi
Commission. Changes in licensed positions must be reported to
the Mississippi Commission. In addition to its authority to deny
an application for a license, the Mississippi Commission has
jurisdiction to disapprove a change in corporate position. If
the Mississippi Commission were to find a director, officer or
key employee unsuitable for licensing or unsuitable to continue
having a relationship with the Company, the Company would have to
suspend, dismiss and sever all relationships with such person in
order to continue to have any involvement in gaming in
Mississippi. The Company would have similar obligations with
regard to any person who should refuse to file appropriate
applications. Each gaming employee at a Mississippi gaming
facility must obtain from the Mississippi Commission a work
permit which may be revoked upon the occurrence of certain
specified events.
Mississippi statutes and regulations give the Mississippi
Commission the discretion to require a suitability finding with
respect to anyone who acquires any security of the Company,
regardless of the percentage of ownership. The current policy of
the Mississippi Commission is to require anyone acquiring five
percent or more of any voting securities of a public or private
company to be found suitable. If the owner of voting securities
who is required to be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation which the
Company may reimburse. The Mississippi Commission has selected
those persons it feels were required to be investigated and found
suitable and has made the findings of suitability. However,
other persons, for the reasons set forth above, may be required
to be found suitable.
Any owner of voting securities found unsuitable and who
holds, directly or indirectly, any beneficial ownership of equity
interests in the Company beyond such period of time as may be
prescribed by the Mississippi Commission may be guilty of a
misdemeanor. Any person who fails or refuses to apply for a
finding of suitability or a license within 30 days after being
ordered to do so by the Mississippi Commission may be found
unsuitable. The Company will be subject to disciplinary action
if, after it receives notice that a person is unsuitable to be an
owner of or to have any other relationship with it, the Company:
(i) pays the unsuitable person any dividends or interest upon any
securities of the gaming subsidiary or any payments or
distribution of any kind whatsoever; (ii) recognizes the
exercise, directly or indirectly, of any voting rights in its
securities by the unsuitable person; or (iii) pays the unsuitable
person any remuneration in any form for services rendered or
otherwise, except in certain limited and specific circumstances.
In addition, if the Mississippi Commission finds any owner of
voting securities unsuitable, such owner must immediately
surrender all securities to the Company, and the Company must
refund any money or other thing of value that may have been
invested in the Company or made use of by the Company.
The Company is required to maintain current equity ownership
ledgers in the State of Mississippi which may be examined by the
Mississippi Commission at any time. The Company obtained a
waiver of this ledger requirement from the Mississippi Commission
at its licensing hearing, however, the waiver may be revoked,
modified or suspended at any time by the Mississippi Commission
in its discretion. If any securities are held in trust by an
agent or by a nominee, the record holder may be required to
disclose the identity of the beneficial owner to the Mississippi
Commission. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company also is
required to render maximum assistance in determining the identity
of such a beneficial owner.
The Mississippi Act requires that certificates representing
equity securities of the Company bear a legend to the general
effect that the securities are subject to the Mississippi Act and
regulations of the Mississippi Commission. The Company obtained
a waiver of this legend requirement from the Mississippi
Commission at its licensing hearing, however, this waiver may be
revoked, modified or suspended by the Mississippi Commission in
its discretion at any time. The Mississippi Commission, through
the power to regulate licenses, has the power to impose
additional restrictions on the Company and on the holders of the
Company's securities at any time.
The Company may not make a public offering of its securities
without the prior approval of the Mississippi Commission if the
securities or proceeds therefrom are intended to be used to
construct, acquire or finance gaming facilities in Mississippi,
or to retire or extend obligations incurred for such purposes.
On January 31, 1995, the Mississippi Commission granted the
Company prior approval to make public offerings for a period of
one year, subject to certain conditions (the "Shelf Approval").
The Shelf Approval also applies to any affiliated company wholly
owned by the Company (an "Affiliate") which is a publicly traded
corporation or would thereby become a publicly traded corporation
pursuant to a public offering. The Shelf Approval also included
approval for CCMI to guarantee any security issued by, or to
hypothecate their assets to secure the payment or performance of
any obligations issued by the Company or an affiliate in a public
offering under the Shelf Registration. However, the Shelf
Approval may be rescinded for good cause without prior notice
upon the issuance of an interlocutory stop order by the Executive
Director of the Mississippi Commission and must be renewed
annually. The Shelf Approval does not constitute a finding,
recommendation or approval by the Mississippi Commission as to
the accuracy or adequacy of the prospectus or the investment
merits of the securities offered. Any representation to the
contrary is unlawful.
The regulations provide that a change in control of the
Company may not occur without the prior approval of the
Mississippi Commission. Mississippi law prohibits the Company
from making a public offering of its securities without the
approval of the Mississippi Commission if any part of the
proceeds of the offering is to be used to finance the
construction, acquisition or operation of gaming facilities in
Mississippi, or to retire or extend obligations incurred for one
or more of such purposes.
As long as the Company is licensed to conduct gaming in
Mississippi, the Company may not engage in gaming activities in
Mississippi while also conducting gaming operations outside of
Mississippi without approval of the Mississippi Commission. The
Company has been approved in the following jurisdictions; Nevada,
Indiana, Louisiana, Illinois and Ontario, Canada.
The Company received its Mississippi gaming license on
August 18, 1994. The gaming license is not transferable and must
be renewed every two years. The Mississippi Commission in 1994
enacted an infrastructure development regulation which requires
that a Mississippi casino invest 25% of its casino costs in
infrastructure facilities. Infrastructure facilities are defined
in the regulation to include a hotel with at least 250 rooms,
theme park, golf course and other similar facilities. The
regulation provides that the infrastructure requirement is not
satisfied by construction of parking, roads, drainage or other
items which a municipality or county would normally construct.
The Mississippi Commission in recent relicensure hearings has
applied the infrastructure regulation to existing licensed
casinos seeking relicensure. The Company anticipates that
infrastructure development will be an issue considered by the
Mississippi Commission in the Company's relicensure hearing in
1996. There can be no assurance that any renewal application
will be approved. Each issuing agency may at any time dissolve,
suspend, condition, limit or restrict a license or approval to
own equity interests in the Company for any cause deemed
reasonable by such agency.
Substantial fines for each violation of gaming laws or
regulations may be levied against the Company in Mississippi. A
violation under any gaming license held by the Company may be
deemed a violation of its Mississippi license. Suspension or
revocation of any of the Company's gaming licenses or of the
approval of the Company would have a material adverse effect upon
any business conducted by the Company in Mississippi.
License fees and taxes, computed in various ways depending
on the type of gaming involved, are payable to the State of
Mississippi and to the county and cities in which the Company
conducts operations in Mississippi. Depending upon the
particular fee or tax involved, these fees and taxes are payable
either weekly or annually and are based upon: (i) the gross
gaming revenues received by the casino operation; (ii) the number
of slot machines operated by the casino; and (iii) the number of
table games operated by the casino. The legal age for gaming in
Mississippi is 21.
Windsor, Ontario, Canada
The Company holds one-third of the outstanding shares of
WCL, a corporation incorporated under the laws of the Province of
Ontario, Canada. WCL has two other shareholders, each holding
one-third of the outstanding shares of WCL. Pursuant to a
contract with the Ontario Casino Corporation (the "OCC"), a
governmental authority of the province of Ontario established
under the Ontario Casino Corporation Act, WCL intends to develop
and operate a hotel-casino in Windsor, Ontario on behalf of the
OCC and, pending the development and opening of such property,
has been operating an interim land-based casino that opened in
May 1994 and a dockside casino that opened in December 1995.
The operation of casino gaming facilities by WCL in Windsor,
Ontario, is subject to extensive regulation. The gaming
operations of WCL in Ontario are subject to the registration and
regulatory control of the Ontario Gaming Control Commission (the
"Ontario Commission"), the Registrar of Gaming Control (the
"Ontario Registrar") and the Director of Gaming Control (the
"Ontario Director") established or appointed under the Ontario
Gaming Control Act (the "Ontario Act"). So long as WCL operates
a casino in Windsor, it must be registered as a casino operator
under the Ontario Act.
An application for registration or renewal of registration
will be denied if there are reasonable grounds to believe that
the applicant will not be financially responsible in the conduct
of its business or if there are reasonable grounds to believe
that it will not act in accordance with the law or with
integrity, honesty, or in the public interest or the applicant is
carrying on activities in contravention of the Ontario Act or its
registration. In determining whether registration should be
granted or renewed, the Ontario Registrar may have regard to the
financial history and past conduct of the applicant, its officers
and directors and "interested persons" who have a beneficial
interest in, control of, or who have financed the applicant's
business or any of its officers' or directors' businesses. The
Ontario Registrar is empowered to investigate the character,
financial history and competence of WCL or any person who has a
beneficial interest in, control of, or who has financed WCL's
business, including WCL's shareholders. The Ontario Registrar
may also investigate officers or directors of WCL. The applicant
for registration or renewal must pay the reasonable costs of such
investigations.
Each gaming employee at an Ontario gaming facility must be
registered as a gaming assistant which registration may be
revoked upon the occurrence of certain events.
The Ontario Registrar may, subject to a registrant's right
to a hearing under the Ontario Act, suspend or revoke a
registration for any reason that would disentitle such registrant
to registration or renewal.
A change in control of WCL could result in revocation of
registration if the new person or entity in control is determined
to be unsuitable by the Ontario Registrar. Any change in the
officers and directors of WCL requires the approval of the
Ontario Registrar.
All suppliers of goods and services to WCL must be
registered as a supplier under the Ontario Act and regulations or
have been issued a certificate of exemption from the Ontario
Registrar.
All games of chance must be played in accordance with the
rules of play prescribed by the regulations and approved in
writing by the Ontario Commission.
Investigators appointed by the Ontario Commission are
empowered, subject to certain limitations, to conduct warrantless
searches for the purpose of determining compliance with the
Ontario Act, the regulations or the terms of a registration. The
Ontario Director may issue an order freezing the assets of a
person if it is alleged that a person has contravened the Ontario
Act or the regulations thereunder, is subject to criminal
proceeding, or is the subject of an investigation under the
Ontario Act and the Ontario Director finds reasonable grounds to
believe that the interests of the person on whose behalf the
assets are held require protection.
Substantial fines for each violation of the gaming laws or
regulations may be levied against WCL. Suspension or revocation
of registration could lead to a termination of any contract with
OCC and could have a material adverse effect upon any business
conducted by WCL in Ontario. The legal age for gaming in Ontario
is 19.
WCL is required to submit audited financial statements to
the Ontario Commission and to keep records prescribed by
regulation. WCL must also make available to the OCC all reports,
accounts, records and other documents related to the operation of
the casino.
The government can make further regulations under the
Ontario Act. Any additions to or changes in the Ontario Act or
the regulations thereunder could have a material adverse effect
on WCL's gaming operations, and thus the Company's interest
therein.
The sale of alcoholic beverages by WCL at its Ontario
establishment is subject to the supervision, control and
regulation of the Liquor License Board of Ontario, an Ontario
provincial government agency. The failure to obtain or the
revocation of a license to sell alcoholic beverages for the
casino gaming facilities operated by WCL in Windsor could have a
material adverse effect on the operation of such facilities.
Illinois
The Company is subject to the jurisdiction of the Illinois
gaming authorities as a result of its acquisition of The Grand
Victoria riverboat casino and gaming complex based in Elgin,
Illinois.
In 1990, the Riverboat Gambling Act (the "Illinois Act") was
enacted by the State of Illinois. The Illinois Act authorizes
the five-member Illinois Gaming Board (the "Illinois Board") to
issue up to ten owners licenses on navigable streams within or
forming a boundary of the State of Illinois except for Lake
Michigan and any waterway in Cook County, which includes Chicago.
The Illinois Act strictly regulates the facilities, persons,
associations and practices related to gaming operations pursuant
to the police powers of the State of Illinois, including
comprehensive law enforcement supervision. The Illinois Act
grants the Illinois Board specific powers and duties, and all
other powers necessary and proper to fully and effectively
execute the Illinois Act for the purpose of administering,
regulating and enforcing the system of riverboat gaming. The
Illinois Board's jurisdiction extends to every person,
association, corporation, partnership and trust involved in
riverboat gaming operations in the State of Illinois.
The Illinois Act requires the owner of a riverboat gaming
operation to hold an owner's license issued by the Illinois
Board. Each owner's license permits the holder to own up to two
riverboats, however, gaming participants are limited to 1,200 for
any owner's license. A licensed owner may hold up to 10% of a
second riverboat gaming operation in Illinois.
The Illinois Act restricts the granting of certain of the
ten owners' licenses by location. Four are for operators docking
at sites on the Mississippi River, one is for an operator docking
at a site on the Illinois River south of Marshall County and one
is for an operator docking at a site on the Des Plaines River in
Will County. The remaining four owner's licenses are not
restricted as to location. In addition to the ten owner's
licenses which may be authorized under the Illinois Act, the
Illinois Board may issue special event licenses allowing persons
who are not otherwise licensed to conduct riverboat gaming to
conduct such gaming on a specified date or series of dates.
Riverboat gaming under such a license may take place on a
riverboat not normally used for riverboat gaming.
The gaming license issued to The Grand Victoria riverboat
casino in October 1994, will be valid for an initial period of
three years and must be renewed annually thereafter. An owner's
license is eligible for renewal upon payment of the applicable
fee and a determination by the Illinois Board that the licensee
continues to meet all of the requirements of the Illinois Act and
Illinois Board rules. An ownership interest in an owner's
license, or in a business entity other than a publicly held
business entity which holds an owner's license, may not be (i)
transferred or (ii) pledged as collateral without the approval of
the Illinois Board. The Illinois Board also requires that
employees of a gaming operator and vendors of gaming supplies and
equipment be licensed.
The Illinois Act does not limit the maximum bet or per
patron loss. Licensees, however, may set any maximum or minimum
limits on wagering under the Illinois Act. No person under the
age of 21 is permitted to wager.
An admission tax is imposed on the owner of a riverboat
operation at a rate of $2 per person admitted. Additionally, a
wagering tax is imposed on the adjusted gross receipts, as
defined in the Illinois Act, of a riverboat operation at the rate
of 20%. The licensee is required to wire the wagering tax
payment to the Illinois Board daily.
Under the Illinois Act, there is a four-hour maximum period
during which gaming may be conducted during a gaming excursion.
Gaming is deemed to commence when the first passenger boards a
riverboat for an excursion and may continue while other
passengers are boarding for a period not to exceed 30 minutes. A
gaming excursion is deemed to have started upon the commencement
of gaming. Gaming may continue for a period not to exceed 30
minutes after the gangplank or its equivalent is lowered. During
this 30-minute period of egress, new passengers may not board a
riverboat. Special event extended cruises may be authorized by
the Illinois Board.
If a riverboat captain reasonably determines that either it
is unsafe to transport passengers on the waterway due to
inclement weather or the riverboat has been rendered temporarily
inoperable by mechanical or structural difficulties or river
icing, the riverboat shall either not leave the dock or
immediately return to it. If a riverboat captain reasonably
determines for reasons of safety that although seaworthy, the
riverboat should not leave the dock or should return immediately
thereto, due to either of the above conditions, a gaming
excursion may commence or continue while the gangplank or its
equivalent is raised and remains raised, in which event the
riverboat is not considered docked. If, due to either of the
above conditions, a gaming excursion must commence or continue
with the gangplank or its equivalent raised, and the riverboat
does not leave the dock, ingress is prohibited until the
completion of the excursion.
After consultation with the U.S. Army Corps of Engineers,
the Illinois Board may establish binding emergency orders upon
the concurrence of a majority regarding the navigability of
rivers in the event of extreme weather conditions, acts of God or
their extreme circumstances.
The Illinois Board is authorized to conduct investigations
into the conduct of gaming as it may deem necessary and proper
and into alleged violations of the Illinois Act and the Illinois
Board rules. Employees and agents of the Illinois Gaming Board
have access to and may inspect any facilities relating to the
riverboat gaming operations at all times.
A holder of any license is subject to imposition of fines,
suspension or revocation of such license, or other action for any
act or failure to act by himself or his agents or employees, that
is injurious to the public health, safety, morals, good order and
general welfare of the people of the State of Illinois, or that
would discredit or tend to discredit the Illinois gaming industry
or the State of Illinois. Any riverboat operations not conducted
in compliance with the Illinois Act may constitute an illegal
gaming place and consequently may be subject to criminal
penalties, which penalties include possible seizure, confiscation
and destruction of illegal gaming devices and seizure and sale of
riverboats and dock facilities to pay any unsatisfied judgment
that may be recovered and any unsatisfied fine that may be
levied. The Illinois Act also provides for civil penalties,
equal to the amount of gross receipts derived from wagering on
the gaming, whether unauthorized or authorized, conducted on the
day of any violation. The Illinois Board may revoke or suspend
licenses, as the Illinois Board may see fit and in compliance
with applicable laws of the State of Illinois regarding
administrative procedures and may suspend an owner's license,
without notice or hearing, upon a determination that the safety
or health of patrons or employees is jeopardized by continuing a
riverboat's operation. The suspension may remain in effect until
the Illinois Board determines that the cause for suspension has
been abated and it may revoke the owner's license upon a
determination that the owner has not made satisfactory progress
toward abating the hazard.
The Illinois Board requires that a "Key Person" of an owner
licensee submit a Personal Disclosure Form and be investigated
and approved by the Illinois Board. Any person directly or
indirectly holding a legal or beneficial interest of 5% or more
of an applicant is deemed to be a "Key Person," as are officers,
directors, trustees, partners, proprietors and managing agents of
a gaming enterprise. Furthermore, each applicant for an owner's
license or owner license must disclose the identity of every
person, association, trust or corporation having a greater than
1% direct or indirect pecuniary interest in an owner licensee or
in the riverboat gaming operation with respect to which the
license is sought. The Illinois Board may also require an
applicant to disclose any other principal or investor and require
the investigation and approval of such individuals.
The Illinois Board (unless the investor qualifies as an
institutional investor) requires a Personal Disclosure Form from
any person or entity who or which, individually or in association
with others, acquires directly or indirectly, beneficial
ownership of more than 5% of any class of voting securities or
nonvoting securities convertible into voting securities of a
publicly traded corporation which holds an ownership interest in
the holder of an owner's license. If the Illinois Board denies
an application for such a transfer and if no hearing is
requested, the applicant for the transfer of ownership must
promptly divest those shares in the publicly traded parent
corporation. The holder of an owner's license would not be able
to distribute profits to a publicly traded parent corporation
until such shares have been divested. If a hearing is requested,
the shares need not be divested and profits may be distributed to
a publicly-held parent corporation pending the issuance of a
final order from the Illinois Gaming Board.
The Illinois Board may waive any licensing requirement or
procedure provided by rule if it determines that such waiver is
in the best interests of the public and the gaming industry.
Also, the Illinois Board may, from time to time, amend or change
Board rules.
Uncertainty exists regarding the Illinois gambling
regulatory environment due to limited experience in interpreting
the Illinois Act.
From time to time, various proposals have been introduced in
the Illinois legislature that, if enacted, would affect the
taxation, regulation, operation or other aspects of the gaming
industry or the Company. Some of this legislation, if enacted,
could adversely affect the gaming industry or the Company. No
assurance can be given whether such or similar legislation will
be enacted.
Applicants for and holders of an owner's license are
required to obtain formal approval from the Illinois Board for
changes in the following areas: (i) Key Persons; (ii) type of
entity; (iii) equity and debt capitalization of the entity; (iv)
investors and/or debt holders; (v) source of funds; (vi)
applicant's economic development plan; (vii) riverboat capacity
or significant design change; (viii) gaming positions, (ix)
anticipated economic impact; or (x) pro forma budgets and
financial statements.
A holder of an owner's license is allowed to make
distributions to its stockholders only to the extent that such
distribution would not impair the financial viability of the
gaming operation. Factors to be considered by the licensee will
include but not be limited to the following: (i) working capital
requirements; (ii) debt service requirements; (iii) requirements
for repairs and maintenance; and (iv) capital expenditure
requirements.
Other Jurisdictions
As a result of the Company's efforts to expand its
operations into new jurisdictions, the Company is likely to
become subject to comprehensive gaming and other regulations in
each such jurisdiction into which its operations are expanded.
Such regulations may be similar to, and could be more restrictive
than, those currently applicable to the Company, its officers,
directors or employees or persons associated with the Company.
Employees and Labor Relations
At January 31, 1996, the Company employed approximately
20,200 persons. Approximately 39% of the Company's employees at
January 31, 1996 were employed pursuant to the terms of
collective bargaining agreements. Management considers its labor
relations to be satisfactory. A work stoppage has not been
experienced at a Company-owned property since an industry-wide
strike in 1975. In Windsor, Ontario, the interim casino being
operated by a joint venture in which the Company owns a 33-1/3%
interest was closed by a three-week strike in March 1995.
Certain states in which gaming recently has been legalized
have established community commitment and similar laws which
require that a specified percentage of employees of gaming
ventures be residents of the state in which the gaming venture is
located. These laws could affect the ability of the Company to
attract and retain qualified employees for gaming operations
conducted by the Company or joint ventures in which it
participates outside Nevada.
Forward Looking Information
The Private Securities Litigation Reform Act of 1995
provides a "safe harbor" for forward-looking statements. Certain
information included in this Annual Report and other materials
filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included on oral
statements or other written statements made or to be made by the
Company) contains statements that are forward-looking, such as
statements relating to plans for future expansion and other
business development activities as well as other capital
spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition. Such
forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on
behalf of the Company. These risks and uncertainties include,
but are not limited to, those relating to development and
construction activities, dependence on existing management,
leverage and debt service (including sensitivity to fluctuation
in interest rates), domestic or global economic conditions,
changes in federal or state tax laws or the administration of
such laws, changes in gaming laws or regulations (including the
legalization of gaming in certain jurisdictions) and applications
for licenses and approvals under applicable laws and regulations
(including gaming laws and regulations).
ITEM 2. PROPERTIES.
Circus Circus-Las Vegas. The Company owns approximately 69
acres of land with 375 feet of frontage on the Las Vegas Strip
(the "Circus Circus-Las Vegas Site") and the related
improvements. As of January 31, 1996, neither the Circus Circus-
Las Vegas Site nor any of the improvements situated thereon was
subject to any encumbrance securing the repayment of
indebtedness. For additional information concerning Circus
Circus-Las Vegas, see "Description of the Company's Operating
Hotels and Casinos -- Las Vegas, Nevada -- Circus Circus-Las
Vegas" in Item 1 of this Report.
Luxor and Excalibur. The Company owns a 117-acre parcel on
the southwest corner of the intersection of the Las Vegas Strip
and Tropicana Avenue, with approximately 2,400 feet of frontage
on the Las Vegas Strip (the "Excalibur-Luxor Site") and the
related improvements. Excalibur is situated on the northern
portion of the Excalibur-Luxor Site at the intersection of the
Las Vegas Strip and Tropicana Avenue and Luxor is situated on
such site to the south of Excalibur. As of January 31, 1996,
neither the Excalibur-Luxor Site nor any of the improvements
situated thereon was subject to any encumbrance securing the
repayment of indebtedness. For additional information concerning
Luxor and Excalibur, see "Description of the Company's Operating
Hotels and Casinos -- Las Vegas, Nevada -- Luxor" and
"-- Excalibur" in Item 1 of this Report.
Hacienda. The Company owns approximately 47 acres adjacent
to Luxor, which is the site of the Hacienda (the "Hacienda
Site"), and the related improvements. As of January 31, 1996,
neither the Hacienda Site, which has approximately 1,000 feet of
frontage on the Las Vegas Strip, nor any of the improvements
situated thereon was subject to any encumbrance securing the
repayment of indebtedness. For additional information concerning
the Hacienda, see Description of the Company s Operating Hotels
and Casinos -- Las Vegas, Nevada -- Hacienda in Item 1 of this
Report.
Circus Circus-Reno. Circus Circus-Reno is situated on a
two-block area in downtown Reno (the "Circus Circus-Reno Site"),
of which approximately 80% is owned by the Company and the
remainder is held under three separate leases, two of which
expire in 2032 and 2033, respectively. The Company owns the
remainder interest in the parcel subject to the third lease
pursuant to which the Company is obligated to pay rent for the
lifetime of the landlord. As of January 31, 1996, neither the
portion of the Circus Circus-Reno Site owned by the Company nor
any of the improvements situated thereon was subject to any
encumbrance securing the repayment of indebtedness. For
additional information concerning Circus Circus-Reno, see
"Description of the Company's Operating Hotels and Casinos --
Reno, Nevada -- Circus Circus-Reno" in Item 1 of this Report.
Colorado Belle. The Company owns approximately 22 acres on
the bank of the Colorado River in Laughlin, Nevada, which is the
site of the Colorado Belle (the "Colorado Belle Site"), and the
related improvements. As of January 31, 1996, neither the
Colorado Belle Site nor any of the improvements situated thereon
was subject to any encumbrance securing the repayment of
indebtedness. For additional information concerning the Colorado
Belle Hotel and Casino, see "Description of the Company's
Operating Hotels and Casinos -- Laughlin, Nevada -- Colorado
Belle" in Item 1 of this Report.
Edgewater Hotel and Casino. Adjacent to the Colorado Belle
Site, the Company owns approximately 16 acres on the bank of the
Colorado River in Laughlin, Nevada, which is the site of the
Edgewater (the "Edgewater Site"), and the related improvements.
As of January 31, 1996, neither the Edgewater Site nor any of the
improvements situated thereon was subject to any encumbrance
securing the repayment of indebtedness. For additional
information concerning the Edgewater Hotel and Casino, see
"Description of the Company's Operating Hotels and Casinos --
Laughlin, Nevada -- Edgewater" in Item 1 of this Report.
Gold Strike. The Company owns approximately 51 acres, which
is the site of Gold Strike (the "Gold Strike Site"), and related
improvements, on the east side of I-15 in Jean, Nevada,
approximately 12 miles from the California/Nevada border and 25
miles from Las Vegas. As of January 31, 1996, neither the Gold
Strike Site nor any of the improvements situated thereon was
subject to any encumbrance securing the repayment of
indebtedness. For additional information concerning Gold Strike,
see "Description of the Company's Operating Hotels and Casinos -
Jean, Nevada -- Gold Strike" in Item 1 of this Report.
Nevada Landing. The Company owns approximately 55 acres,
which is the site of Nevada Landing (the "Nevada Landing Site"),
and related improvements, on the west side of I-15 in Jean,
Nevada. As of January 31, 1996, neither the Nevada Landing Site
nor any of the improvements situated thereon was subject to any
encumbrance securing the repayment of indebtedness. For
additional information concerning Nevada Landing, see
"Description of the Company's Operating Hotels and Casinos -
Jean, Nevada -- Nevada Landing" in Item 1 of this Report.
Railroad Pass. The Company owns approximately 56 acres,
which is the site of the Railroad Pass (the "Railroad Pass
Site"), and related improvements, on US-93 in Henderson, Nevada.
As of January 31, 1996, neither the Railroad Pass Site nor any of
the improvements situated thereon was subject to any encumbrance
securing the repayment of indebtedness. For additional
information concerning Railroad Pass, see "Description of the
Company's Operating Hotels and Casino - Henderson, Nevada --
Railroad Pass" in Item 1 of this Report.
Circus Circus-Tunica. The Company owns approximately 24
acres in Tunica County, Mississippi, which is the site of Circus
Circus-Tunica (the "Circus Circus-Tunica Site"), and the related
improvements. The Company also owns an undivided 50% interest in
an additional 388-acre site adjacent to the Tunica Site which is
owned jointly with another unaffiliated gaming company (the
"Tunica Jointly Owned Site"). As of January 31, 1996, neither
the Circus Circus-Tunica Site nor the Company's interest in the
Tunica Jointly Owned Site was subject to any encumbrance securing
the repayment of indebtedness. For additional information
concerning Circus Circus-Tunica, see "Description of the
Company's Operating Hotels and Casinos -- Tunica County,
Mississippi -- Circus Circus-Tunica" in Item 1 of this Report.
Other Real Property
Slots-A-Fun is situated on a 30,000-square-foot parcel owned
by the Company and has approximately 100 feet of frontage on the
Las Vegas Strip. The land, building and other improvements were
not subject to any encumbrance securing indebtedness at January
31, 1996.
The Company operates the Silver City Casino in Las Vegas
under a lease which expires in October 1999. The Company
currently pays a base rent of $129,982 per month. The base rent
is subject to annual increases, calculated by using a specified
index with a cap based on a specified percentage of annual
revenues. Under the terms of the lease, the landlord or the
landlord's assignee is entitled to participate in the profits to
the extent of 50% of defined income from the operation of the
Silver City Casino. There was no profit participation rent due
for the years ended January 31, 1994, 1995 or 1996.
The Company owns approximately 73 acres of unimproved land
located immediately south of the Hacienda Site. As of
January 31, 1996, the 73-acre site, which was acquired in March
1995 for $73 million, was not subject to any encumbrance securing
indebtedness.
The Company owns approximately 15 acres of land across the
Las Vegas Strip from Luxor. The land, which was not subject to
any encumbrance securing indebtedness as of January 31, 1996, is
utilized as a parking lot for employees at Luxor and Excalibur.
The Company owns approximately five acres of land just to
the north of the Circus Circus-Reno Site, which will be used for
the construction of a parking garage and other expansion of the
property. This land is not subject to any encumbrances.
The Company owns 60 acres of land in Jean, Nevada to the
north of the Gold Strike and approximately 89 acres of land in
Sloan, Nevada off of I-15. Sloan is located between Jean and Las
Vegas. Both of these parcels are held for future development and
are not subject to any encumbrances.
The Company also owns or leases, or has options and/or
agreements to purchase or lease, certain other improved and
unimproved properties which are not deemed to be material to the
Company.
Joint Venture Interests. The Company, either directly or
through a wholly owned subsidiary: owns (i) a 50% interest in the
Reno Joint Venture, which owns and operates Silver Legacy, a
1,700-room hotel-casino in Reno, Nevada; (ii) a 50% interest in
the Elgin Joint Venture, which owns and operates The Grand
Victoria, a riverboat casino and land-based entertainment complex
in Elgin, Illinois; and (iii) a one-third interest in an entity
that operates an interim land-based casino and a dockside casino
in Windsor, Ontario, Canada. The Company, through a wholly owned
subsidiary, also owns a 50% interest in the Las Vegas Joint
Venture, which is developing and will own and operate Monte
Carlo, a 3,000-room hotel-casino complex which is scheduled to
open in June 1996. Reference is made to the information
appearing under the caption Joint Venture Participations in
Item 1 of this Report concerning the properties owned and
operated, or being developed, by the aforementioned joint venture
entities, which information is hereby incorporated in this Item 2
by this reference.
ITEM 3. LEGAL PROCEEDINGS.
On April 26, 1994, a lawsuit requesting class certification,
was filed in the United States District Court for the Middle
District of Florida against 41 manufacturers, distributors and
casino operators of video poker and electronic slot machines,
including the Company and most of the other major hotel-casino
companies. On May 10, 1994, a lawsuit requesting class
certification alleging substantially identical claims was filed
by another plaintiff in the same court against 48 defendants,
including the Company. The two lawsuits have been consolidated
into a single action and transferred to the United States
District Court for the District of Nevada. On September 26,
1995, a lawsuit requesting class certification alleging
substantially identical claims was filed by a third plaintiff in
the United States District Court for the District of Nevada
against 45 defendants, including the Company. The complaints
allege that the defendants have engaged in a course of fraudulent
and misleading conduct intended to induce persons to play video
poker and electronic slot machines by collectively
misrepresenting how the gaming machines operate, as well as the
extent to which there is an opportunity to win. The case alleges
violations of the Racketeer Influenced and Corrupt Organizations
Act, as well as claims of common law fraud, unjust enrichment and
negligent misrepresentation, and seeks unspecified compensatory
and punitive damages. The Company and other defendants have
moved to dismiss the complaints for failure to state a claim. No
hearing has been set on this motion. Management believes that
the claims are without merit and intends to defend the case
vigorously.
On July 26, 1994, 7547 Partners, a Florida partnership and
alleged stockholder of the Company, filed a self-described class
action complaint in the District Court, Clark County, Nevada (the
"Court") purportedly on behalf of the Company's stockholders
against the Company and each of its directors. On August 10,
1994, Harry Dines, also claiming to be a stockholder, filed a
substantively identical complaint with the Court. The two
actions were subsequently consolidated by the plaintiffs in a
self-described consolidated amended class action and derivative
complaint (the "amended complaint") which was filed in the Court
on October 19, 1994. The amended complaint alleges substantively
identical class action claims as those pleaded in the earlier
complaints and also purports to bring a derivative action on
behalf of the Company against the directors. The amended
complaint alleges that the individual defendants breached their
fiduciary and other common law duties and wasted corporate assets
in connection with supposed "indications of interest for the
Company" by, among other things, adopting the Rights Agreement
(the "Rights Agreement") described in the Company's Form 8-K
report filed with the Securities and Exchange Commission on July
14, 1994, and failing to initiate an auction for the sale of the
Company. The amended complaint requests declaratory and
injunctive relief enjoining the implementation of the Rights
Agreement and ordering the directors "to create an active auction
of the Company." The amended complaint also requests damages in
unspecified amounts.
On November 9, 1994, the Company and the directors filed two
motions to dismiss the amended complaint and, as to the purported
derivative claims, a request in the alternative for an order
requiring the plaintiffs to furnish a bond as security for the
expenses incurred by the Company. On January 23, 1995, the Court
issued an order dismissing plaintiffs' claims that the directors
breached their fiduciary duties by failing to auction or sell the
Company. The Court denied the motion to dismiss the plaintiffs'
claims challenging the adoption of the Rights Agreement, but
ruled that the Company and the directors could file a motion for
summary judgment on this issue, including a request for
attorney's fees, at their convenience. The Court deferred ruling
on the Company and the directors' request for a bond until it had
ruled on their motion for summary judgment.
On April 16, 1996, plaintiffs executed a stipulation of
settlement with the Company and the directors. The stipulation,
on file with the Court, provides for, among other things,
dismissal with prejudice of the lawsuit and the release of
certain claims. The Company has agreed to adopt corporate
resolutions and measures relating to review of acquisition
proposals and "related party" transactions, the standstill
agreement executed by former principals of Gold Strike Resorts
now on the Company's board, and the Rights Agreement. The
Company has agreed to pay $285,000 in attorneys' fees (of which
$250,000 is being paid by applicable insurance) as well as
certain legal costs. On April 19, 1996, the Court entered an
order providing for notice to class members and a schedule for
the hearing on approval of the settlement. The Court has set a
hearing on approval of the settlement for June 18, 1996.
An amended complaint in a purported class action lawsuit was
filed on August 23, 1995 in the United States District Court for
the District of New Jersey, Camden Division, against 79 named
defendants, including the Company and other casino operators. The
complaint, filed on behalf of Thomas Hyland and other persons
similarly situated, alleges that the defendants have engaged in a
course of conduct involving conspiracy among casinos in the
United States to refuse to deal to skilled blackjack players who
are capable of winning money at the casinos blackjack tables in
violation of various statutory provisions including the Sherman
Act, the Fair Credit Reporting Act and various state antitrust
and consumer fraud laws. The complaint also asserts pendant
causes of action under the tort and contract laws of states where
it is alleged that refusal to deal to skilled players is illegal.
The complaint seeks recovery of any compensatory damages
determined to have been sustained as a result of the alleged
violations as well as exemplary damages, including treble damages
for alleged violations of the Sherman Act. Management believes
that the claims against the Company are wholly without merit and
does not expect that the lawsuit will have a material adverse
effect on the Company s financial position or results of
operations.
The Company is a defendant in various pending litigation.
In management's opinion, the ultimate outcome of such litigation
will not have a material adverse effect on the results of
operations or the financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the fiscal year ended
January 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
Price Range of Common Stock. The Company's Common Stock is
listed on the New York Stock Exchange and on the Pacific Stock
Exchange and traded under the symbol CIR. The following table
sets forth for the fiscal quarter periods shown the low and high
sale prices for the Common Stock on the New York Stock Exchange
Composite Tape.
Fiscal 1996 Low High
First Quarter......................$24.38 $33.50
Second Quarter.....................$29.25 $36.13
Third Quarter......................$24.75 $33.63
Fourth Quarter.....................$25.25 $31.88
Fiscal 1995 Low High
First Quarter......................$26.13 $39.38
Second Quarter.....................$20.50 $31.75
Third Quarter......................$20.50 $26.63
Fourth Quarter.....................$19.75 $27.13
On April 16, 1996 there were 4,543 holders of record of the
Common Stock of the Company.
Dividend Policy. The Company does not currently pay a cash
dividend, nor is one contemplated in the foreseeable future. The
Company believes that currently its stockholders are best served
by a policy of reinvestment in new high-return projects. The
Company has a policy of periodic share repurchase, as cash flows,
borrowing capacity and market conditions warrant.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
(amounts in thousands, Year ended January 31,
except share data) 1996 1995 1994 1993 1992
Operating Results(1):
Revenues(2) $1,299,596 $1,170,182 $963,470 $850,941 $813,564
Operating profit before
corporate expense(3) 328,422 280,792 234,311 220,435 213,097
Pretax income 205,759 214,490 182,608 183,313 157,004
Net income before
nonrecurring items(3) 161,645 138,244 126,918 120,983 103,348
Net income 128,898 136,286 116,189 117,322 103,348
Earnings per share before
nonrecurring items (3)(4) $1.66 $1.61 $1.46 $1.41 $1.23
Earnings per share(4) $1.33 $1.59 $1.34 $1.37 $1.23
Balance Sheet Data:
Total assets $2,211,893 $1,512,548 $1,297,924 $950,458 $783,071
Long-term debt 715,214 632,652 567,345 308,092 337,680
Stockholders' equity 1,226,812 686,124 559,950 490,009 326,196
(1) Gold Strike, Nevada Landing and Railroad Pass were acquired on June 1,
1995 and the Hacienda was acquired on September 1, 1995. Circus
Circus-Tunica opened in August 1994 and Luxor opened in October 1993.
(2) Revenues are net of complimentary allowances.
(3) These amounts are before extraordinary items and one-time charges in
fiscal year 1996 for the write-off of certain assets of $45,148 and
Silver Legacy preopening expenses of $5,232; in fiscal 1995 for Circus
Circus-Tunica preopening expenses of $3,012; and in fiscal 1994 for
Luxor and Grand Slam Canyon preopening expenses of $16,506. In fiscal
1993, the Company experienced an extraordinary loss of $3,661, net of
income tax benefit of $1,885, on the early retirement of $100,000
principal amount of the Company's 10-1/8% Senior Subordinated Notes due
April 1997.
(4) Earnings per share are based on shares outstanding adjusted for a two-
for-one stock split effective July 12, 1991 and a three-for-two stock
split effective July 9, 1993.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Incorporated herein by reference are pages 19 through 25 of
the Company's Annual Report to Stockholders for the fiscal year
ended January 31, 1996 (the "1996 Annual Report"), which pages
are included as part of Exhibit 13 to this Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Incorporated herein by reference are pages 26 through 42 of
the 1996 Annual Report which pages are included as part of
Exhibit 13 to this Report.
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Year Ended January 31, 1996
(In thousands, except per share amounts)
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
Revenue $295,033 $326,766 $354,206 $323,591 $1,299,596
Income from operations 71,046 24,365 88,399 67,563 251,373
Income before income tax 61,367 12,885 76,187 55,320 205,759
Net income 39,400 7,281 46,584 35,633 128,898
Earnings per share $ 0.46 $ 0.08 $ 0.45 $ 0.35 $ 1.33
Year Ended January 31, 1995
(In thousands, except per share amounts)
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
Revenue $284,901 $299,895 $306,613 $278,773 $1,170,182
Income from operations 61,080 68,225 68,214 58,488 256,007
Income before income tax 50,455 57,535 57,714 48,786 214,490
Net income 32,291 36,548 36,596 30,851 136,286
Earnings per share $ 0.38 $ 0.43 $ 0.43 $ 0.36 $ 1.59
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information beginning immediately following the caption
"Election of Directors" to, but not including, the caption
"Management Remuneration" in the Company's Proxy Statement, to be
filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 31,
1996 and forwarded to stockholders prior to the Company's 1996
Annual Meeting of stockholders (the "1996 Proxy Statement"), is
incorporated herein by reference.
Based solely on (i) a review of certain reports furnished to
the Company pursuant to the Securities Exchange Act of 1934 and
(ii) the written representations of the Company's executive
officers and directors, the Company believes that all reports
required to be filed pursuant to such Act with respect to
transactions in the Company's Common Stock during the fiscal year
ended January 31, 1996 were filed on a timely basis, except for
one transaction by Carl F. Dodge which was reported on a Form 4
that was not timely filed.
ITEM 11. EXECUTIVE COMPENSATION.
The information in the 1996 Proxy Statement beginning
immediately following the caption "Management Remuneration" to,
but not including, the caption "Report of the Board of Directors
and the Compensation Committee on Executive Compensation", is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information in the 1996 Proxy Statement beginning
immediately following the caption "Security Ownership of Certain
Beneficial Owners and Management" to, but not including, the
caption "Election of Directors", is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information in the 1996 Proxy Statement beginning
immediately following the caption "Certain Transactions" to, but
not including, the caption "Ratification of Selection of
Independent Auditors" and the additional information in the 1996
Proxy Statement beginning immediately following the caption
"Compensation Committee Interlocks and Insider Participation" to,
but not including, the caption "Comparative Stock Price
Performance Graph", is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Consolidated Financial Statements:
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES Page
Consolidated Balance Sheets as of January 31, 1996 and 1995............. *
Consolidated Statements of Income for the three years ended January 31,
1996.................................................................... *
Consolidated Statements of Cash Flows for the three years ended January
31, 1996................................................................ *
Consolidated Statements of Stockholders' Equity for the three years ended
January 31, 1996........................................................ *
Notes to Consolidated Financial Statements.............................. *
Report of Independent Public
Accountants............................................................. *
(a)(2) Supplemental Financial Statement Schedules:
None.
* Refers to page of the Annual Report to Shareholders for the year ended
January 31, 1996, a copy of the incorporated portions of which are
included
as Exhibit 13 to this Report.
(a)(3) Exhibits:
The following exhibits are filed as a part of this Report or
incorporated herein by reference:
3(i)(a). Restated Articles of Incorporation of the Company as of
July 15, 1988 and Certificate of Amendment thereto, dated
June 29, 1989. (Incorporated by reference to Exhibit
3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1991.)
3(i)(b). Certificate of Division of Shares into Smaller
Denominations, dated June 20, 1991. (Incorporated by
reference to Exhibit 3(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1992.)
3(i)(c). Certificate of Division of Shares into Smaller
Denominations, dated June 22, 1993. (Incorporated by
reference to Exhibit 3(i) to the Company's Current Report
on Form 8-K dated July 21, 1993.)
3(ii). Restated Bylaws of the Company dated February 29, 1996.
4(a). Rights Agreement dated as of July 14, 1994, between the
Company and First Chicago Trust Company of New York.
(Incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated August 15, 1994.)
<PAGE>
4(b). $1.5 Billion Loan Agreement, dated as of January 29,
1996, by and among the Company, the Banks named therein
and Bank of America National Trust and Savings
Association, as administrative agent for the Banks, and
related Subsidiary Guaranty dated as of January 29, 1996,
of the Company's subsidiaries named therein.
(Incorporated by reference to Exhibit 4(a) to the
Company's Current Report on Form 8-K dated January 29,
1996.)
4(c). Amendment No. 1 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks.
4(d). Rate Swap Master Agreement, dated as of October 24, 1986,
and Rate Swap Supplements One through Four.
(Incorporated by reference to Exhibit 4(j) to the
Company's Current Report on Form 8-K dated December 29,
1986.)
4(e). Interest Rate Swap Agreement, dated as of October 20,
1989, by and between the Company and Salomon Brothers
Holding Company Inc. (Incorporated by reference to
Exhibit 4(q) to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1990.)
4(f). Interest Rate Swap Agreement, dated as of June 20, 1989,
by and between the Company and First Interstate Bank of
California. (Incorporated by reference to Exhibit 4(r)
to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1990.)
4(g). Interest Rate Swap Agreement, dated as of April 6, 1992,
by and between the Company and Canadian Imperial Bank of
Commerce. (Incorporated by reference to Exhibit 4(y) to
the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1992.)
4(h). Indenture by and between the Company and First Interstate
Bank of Nevada, N.A., as Trustee with respect to the
Company's 10-5/8% Senior Subordinated Notes due 1997.
(Incorporated by reference to Exhibit 4(a) to the
Company's Registration Statement (No. 33-34439) on Form
S-3.)
4(i). Indenture by and between the Company and First Interstate
Bank of Nevada, N.A., as Trustee with respect to the
Company's 6-3/4% Senior Subordinated Notes due 2003 and
its 7-5/8% Senior Subordinated Debentures due 2013.
(Incorporated by reference to Exhibit 4(a) to the
Company's Current Report on Form 8-K dated July 21,
1993.)
4(j). Indenture, dated February 1, 1996, by and between the
Company and First Interstate Bank of Nevada, N.A., as
Trustee. (Incorporated by reference to Exhibit 4(b) to
the Company's Current Report on Form 8-K dated January
29, 1996.)
4(k). Supplemental Indenture, dated February 1, 1996, by and
between the Company and First Interstate Bank of Nevada,
N.A., as Trustee, with respect to the Company's 6.45%
Senior Notes due February 1, 2006. (Incorporated by
reference to Exhibit 4(c) to the Company's Current Report
on Form 8-K dated January 29, 1996.)
4(l). 6.45% Senior Notes due February 1, 2006 in the principal
amount of $200,000,000. (Incorporated by reference to
Exhibit 4(d) to the Company's Current Report on Form 8-K
dated January 29, 1996.)
10(a).* 1983 Nonqualified Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10(d) to the
Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(b).* 1983 Incentive Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10(e) to the
Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(c).* Amendment to Circus Circus Enterprises, Inc. 1983
Incentive Stock Option Plan. (Incorporated by reference
to Exhibit 4(a) to the Company's Registration Statement
(No. 2-91950) on Form S-8.)
10(d).* 1989 Stock Option Plan of the Company. (Incorporated by
reference to Exhibit 4 to the Company's Registration
Statement (No. 33-39215) on Form S-8.)
10(e).* Stock Purchase Warrant Plan. (Incorporated by reference
to Exhibit 4(a) to the Company's Registration Statement
(No. 33-29014) on Form S-8.)
10(f).* Amended and Restated 1991 Stock Incentive Plan of the
Company. (Incorporated by reference to Exhibit 4 to the
Company's Registration Statement (No. 33-56420) on Form
S-8.)
10(g).* 1993 Stock Option Plan of the Company. (Incorporated by
reference to Exhibit 10(a) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended July
31, 1993.)
10(h).* 1995 Special Stock Option Plan and Forms of Nonqualified
Stock Option Certificate and Agreement. (Incorporated by
reference to Exhibit 10(gg) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1995.)
10(i).* Circus Circus Enterprises, Inc. Executive Compensation
Insurance Plan. (Incorporated by reference to Exhibit
10(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1992.)
10(j). Lease, dated November 1, 1957, by and between Bethel
Palma and others, as lessor, and the Company's
predecessor in interest, as lessee; Amendment of Lease,
dated May 6, 1983. (Incorporated by reference to Exhibit
10(g) to the Company's Registration Statement (No.
2-85794) on Form S-1.)
10(k). Grant, Bargain and Sale Deed to the Company pursuant to
the Lease dated November 1, 1957. (Incorporated by
reference to Exhibit 10(h) to the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1984.)
10(l). Lease, dated August 3, 1977, by and between B&D
Properties, Inc., as lessor, and the Company, as lessee;
Amendment of Lease, dated May 6, 1983. (Incorporated by
reference to Exhibit 10(h) to the Company's Registration
Statement (No. 2-85794) on Form S-1.)
10(m). Tenth Amendment and Restatement of the Circus Circus
Employees' Profit Sharing and Investment Plan.
(Incorporated by reference to Exhibit 4(e) to Post
Effective Amendment No. 7 to the Company's Registration
Statement (No. 33-18278) on Form S-8.)
10(n). Fifth Amendment and Restatement to Circus Circus
Employees' Profit Sharing and Investment Trust.
(Incorporated by reference to Exhibit 4(h) to Post
Effective Amendment No. 7 to the Company's Registration
Statement (No. 33-18278) on Form S-8.)
10(o).* Retirement Plan for Outside Directors (Incorporated by
reference to Exhibit 10(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1995).
10(p). Group Annuity Contract No. GA70867 between Philadelphia
Life (formerly Bankers Life Company) and Trustees of
Circus Circus Employees' Profit Sharing and Investment
Plan. (Incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement (No. 33-1459) on
Form S-8.)
10(q). Lease, dated as of November 1, 1981, between Novus
Property Company, as landlord, and the Company, as
tenant. (Incorporated by reference to Exhibit 4(h) to
the Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(r). First Addendum and First Amendment, each dated as of June
15, 1983, to Lease dated as of November 1, 1981.
(Incorporated by reference to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1984.)
10(s). Second Amendment, dated as of April 1, 1984, to Lease
dated as of November l, 1981. (Incorporated by reference
to Exhibit 10(o) to the Company's Registration Statement
(No. 33-4475) on Form S-1.)
10(t). Lease by and between Robert Lewis Uccelli, guardian, as
lessor, and Nevada Greens, a limited partnership, William
N. Pennington, as trustee, and William G. Bennett, as
trustee, and related Assignment of Lease. (Incorporated
by reference to Exhibit 10(p) to the Company's
Registration Statement (No. 33-4475) on Form S-1.)
10(u). Agreement of Purchase, dated March 15, 1985, by and
between Denio Brothers Trucking Company, as seller, and
the Company, as buyer, and related lease by and between
Denio Brothers Trucking Co., as lessor, and Nevada
Greens, a limited partnership, William N. Pennington, as
trustee, and William G. Bennett, as trustee, and related
Assignment of Lease. (Incorporated by reference to
Exhibit 10(q) to the Company's Registration Statement
(No. 33-4475) on Form S-1.)
10(v). Agreement of Joint Venture, dated as of March 1, 1994, by
and among Eldorado Limited Liability Company, Galleon,
Inc., and the Company. (Incorporated by reference to
Exhibit 10(y) to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1994.)
<PAGE>
10(w). $230 million Credit Agreement, dated May 30, 1995, by and
among Circus and Eldorado Joint Venture, the Banks named
therein and First Interstate Bank of Nevada, N.A., as
Arranger and Administrative Agent. (Incorporated by
reference to Exhibit 4(a) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended April
30, 1995.)
10(x). Agreement Between Owner and Contractor, dated February 7,
1994, by and between Circus and Eldorado Joint Venture,
and Perini Building Company. (Incorporated by reference
to Exhibit 10(cc) to the Company's Annual Report of Form
10-K for the year ended January 31, 1994.)
10(y). Interim Casino Operating Agreement, dated as of May 14,
1994, by and among Ontario Casino Corporation as agent of
Her Majesty the Queen in Right of Ontario and Windsor
Casino Limited and Caesars World, Inc., Circus Circus
Enterprises, Inc. and Hilton Hotels Corporation.
(Incorporated by reference to Exhibit 10(l) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended April 30, 1994.)
10(z).* Agreement, dated December 16, 1994, between the Company
and Terry L. Caudill. (Incorporated by reference to
Exhibit 10(cc) to the Company's Annual Report on Form 10-
K for the fiscal year ended January 31, 1995.)
10(aa). Purchase and Sale Agreement, dated January 10, 1995, by
and between Hacienda Hotel, Inc. and William G. Bennett
of the Hacienda Hotel and Casino, and the related
Assignment and Consent to Assignment to the Company,
dated March 5, 1995. (Incorporated by reference to
Exhibit 10(dd) to the Company's Annual Report on Form 10-
K for the fiscal year ended January 31, 1995.)
10(bb). Agreement and Plan of Merger, dated March 19, 1995, by
and among the Company and M.S.E. Investments,
Incorporated, Last Chance Investments, Incorporated, Gold
Strike Investments, Incorporated, Diamond Gold, Inc.,
Gold Strike Aviation, Incorporated, Gold Strike 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 Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1995.)
<PAGE>
10(cc). First Amendment to Agreement and Plan of Merger, dated
May 30, 1995, by and among the Company 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
Company's Common Stock, filed on June 12, 1995.)
10(dd). Exchange Agreement, dated March 19, 1995, by and among
the Company and New Way, Inc., a wholly owned subsidiary
of the Company, Glenn W. Schaeffer, Gregg H. Solomon,
Antonio C. Alamo, Anthony Korfman and William Ensign.
(Incorporated by reference to Exhibit 10(ff) to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995.)
10(ee). First Amendment to Exchange Agreement, dated May 30,
1995, by and among the Company 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(d) to the Company's Current Report on Form
8-K dated June 1, 1995.)
10(ff). Registration Rights Agreement, dated as of June 1, 1995,
by and among the Company and Michael S. Ensign, William
A. 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
Company's Common Stock, filed on June 12, 1995.)
10(gg). Standstill Agreement, dated as of June 1, 1995, by and
among the Company and Michael S. Ensign, William A.
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
Company's Common Stock, filed on June 12, 1995.)
10(hh).* Executive Officer Annual Bonus Plan. (Incorporated by
reference to Exhibit 10(hh) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1995.)
<PAGE>
10(ii).* Employment Agreement dated June 1, 1995, by and between
the Company and Clyde Turner. (Incorporated by reference
to Exhibit 10(i) to the Company's Current Report on Form
8-K dated June 1, 1995.)
10(jj).* Employment Agreement dated June 1, 1995, by and between
the Company and Michael S. Ensign. (Incorporated by
reference to Exhibit 99.3 of the Schedule 13D of Michael
S. Ensign, relating to the Company's Common Stock, filed
on June 12, 1995.)
10(kk).* Employment Agreement dated June 1, 1995, by and between
the Company and Glenn W. Schaeffer. (Incorporated by
reference to Exhibit 10(k) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(ll).* Employment Agreement dated June 1, 1995, by and between
the Company and William A. Richardson. (Incorporated by
reference to Exhibit 99.3 of the Schedule 13D of William
R. Richardson, relating to the Company's Common Stock,
filed on June 12, 1995.)
10(mm).* Employment Agreement dated June 1, 1995, by and between
the Company and Mike H. Sloan. (Incorporated by
reference to Exhibit 10(m) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(nn).* Employment Agreement dated June 1, 1995, by and between
the Company and Kurt D. Sullivan. (Incorporated by
reference to Exhibit 10(n) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(oo).* Employment Agreement dated June 1, 1995, by and between
the Company and Antonio C. Alamo.
10(pp).* Employment Agreement dated June 1, 1995, by and between
the Company and Gregg H. Solomon.
10(qq).* Employment Agreement dated June 1, 1995, by and between
the Company and Daniel N. Copp.
10(rr).* Agreement dated April 15, 1996, by and between the
Company and Daniel N. Copp.
10(ss). Joint Venture Agreement, dated as of December 18, 1992,
between Nevada Landing Partnership and RBG, L.P.
(Incorporated by reference to Exhibit 10(g) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 1995.)
10(tt). Amendment dated July 15, 1993 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(h) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 1995.)
10(uu). Amendment dated October 6, 1994 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(i) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 1995.)
10(vv). Amendment dated June 1, 1995 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(j) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 1995.)
10(ww). Amendment dated February 28, 1996 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P.
10(xx). Reducing Revolving Loan Agreement, dated as of December
21, 1994, among Victoria Partners, each bank party
thereto, The Long-Term Credit Bank of Japan, Ltd., Los
Angeles Agency, and Societe Generale, as Co-agents, and
Bank of America National Trust and Savings Association,
as Administrative Agent (without Schedules or Exhibits)
(the "Victoria Partners Loan Agreement"). (Incorporated
by reference to Exhibit 99.2 to Amendment No. 1 on Form
8-K/A to the Current Report on Form 8-K dated December 9,
1994 of Mirage Resorts, Incorporated. Commission File
No. 1-6697.)
10(yy). Amendment No. 1 to the Victoria Partners Loan Agreement,
dated as of January 31, 1995. (Incorporated by reference
to Exhibit 10(uu) to the Annual Report on Form 10-K for
the year ended December 31, 1994 of Mirage Resorts
Incorporated. Commission File No. 1-6697.)
10(zz). Amendment No. 2 to the Victoria Partners Loan Agreement,
dated as of June 30, 1995. (Incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995 of Mirage Resorts,
Incorporated. Commission File No. 1-6697.)
10(aaa). Amendment No. 3 to the Victoria Partners Loan Agreement,
dated as of July 28, 1995. (Incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995 of Mirage Resorts,
Incorporated. Commission File No. 1-6697.)
10(bbb). Amendment No. 4 to the Victoria Partners Loan Agreement,
dated as of October 16, 1995. (Incorporated by reference
to Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended October 31,
1995.)
10(ccc). Joint Venture Agreement, dated as of December 9, 1994,
between MRGS Corp. and Gold Strike L.V. (without Exhibit)
(the "Victoria Partners Venture Agreement").
(Incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K dated December 9, 1994 of Mirage
Resorts, Incorporated. Commission File No. 1-6697.)
10(ddd). Amendment No. 1 to the Victoria Partners Venture
Agreement dated as of April 17, 1995. (Incorporated by
reference to Exhibit 10(c) to the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1995
of Mirage Resorts, Incorporated. Commission File No. 1-
6697.)
10(eee). Amendment No. 2 to the Victoria Partners Venture
Agreement dated as of September 25, 1995. (Incorporated
by reference to Exhibit 10.4 to the Quarterly Report on
Form 10-Q for the quarterly period ended September 30,
1995 of Mirage Resorts Incorporated. Commission File No.
1-6697.)
10(fff). Amendment No. 3 to the Victoria Partners Venture
Agreement dated as of February 28, 1996.
10(ggg). Consulting Agreement, dated June 1, 1995, between Circus
Circus Casinos, Inc. (a subsidiary of the Company) and
Lakeview Company.
13. Portions of the Annual Report to Stockholders for the
Year Ended January 31, 1996 specifically incorporated by
reference as part of this Report.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP. (See page 64.)
27. Financial Data Schedule for the year ended January 31,
1996 as required under EDGAR.
_____________
* This exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Report.
Certain instruments with respect to long-term debt have not
been filed hereunder or incorporated by reference herein where the
total amount of such debt thereunder does not exceed 10% of the
consolidated total assets of the Company. Copies of such
instruments will be furnished to the Securities and Exchange
Commission upon request.
(b) During the fourth quarter of the fiscal year ended
January 31, 1996, the Company filed no Current Report on Form 8-K.
(c) The exhibits required by Item 601 of Regulation S-K filed
as part of this Report or incorporated herein by reference are
listed in Item 14(a)(3) above, and the exhibits filed herewith are
listed on the Index to Exhibits which accompanies this Report.
(d) See Item 14(a)(2) of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: April 29, 1996 By: Clyde T. Turner
Clyde T. Turner, Chairman
of the Board
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
Clyde T. Turner Chairman of the Board April 29, 1996
Clyde T. Turner and Chief Executive
Officer (Principal
Executive Officer)
Michael S. Ensign Vice Chairman and April 29, 1996
Michael S. Ensign Chief Operating Officer
William A. Richardson Executive Vice President April 29, 1996
William A. Richardson
Glenn W, Schaeffer President and Chief April 29, 1996
Glenn W. Schaeffer Financial Officer
(Principal Financial
Officer)
Kurt Sullivan Director April 29, 1996
Kurt Sullivan
Les Martin Controller (Principal April 29, 1996
Les Martin Accounting Officer)
Tony Coehlo Director April 29, 1996
Tony Coehlo
Carl F. Dodge Director April 29, 1996
Carl F. Dodge
SIGNATURES (cont.)
Signature Title Date
William N. Pennington Director April 29, 1996
William N. Pennington
Arthur M. Smith, Jr. Director April 29, 1996
Arthur M. Smith, Jr.
Fred W. Smith Director April 29, 1996
Fred W. Smith
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated February 28, 1996 included (or
incorporated by reference) in Circus Circus Enterprises, Inc.'s
Annual Report on Form 10-K for the year ended January 31, 1996,
into the Company'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 and to the Company's previously
filed Form S-3 Registration Statement File No. 33-65359.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 25, 1996
INDEX TO EXHIBITS
FORM 10-K
Fiscal Year Ended
January 31, 1996
Exhibit
Number
3(ii). Restated Bylaws of the Company dated February 29, 1996.
4(c). Amendment No. 1 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks.
10(oo).* Employment Agreement dated June 1, 1995, by and between
the Company and Antonio C. Alamo.
10(pp).* Employment Agreement dated June 1, 1995, by and between
the Company and Gregg H. Solomon.
10(qq).* Employment Agreement dated June 1, 1995, by and between
the Company and Daniel N. Copp.
10(rr).* Employment Agreement dated April 15, 1996, by and
between the Company and Daniel N. Copp.
10(ww). Amendment dated February 28, 1996 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P.
10(fff). Amendment No. 3 to the Victoria Partners Venture
Agreement dated February 28, 1996.
10(ggg). Consulting Agreement, dated June 1, 1995, between
Circus Circus Casinos, Inc. (a subsidiary of the
Company) and Lakeview Company.
13. Portions of the Annual Report to Stockholders for
the Year Ended January 31, 1996 specifically
incorporated by reference as part of this Report.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP.
27. Financial Data Schedule for the year ended January 31,
1996 as required under EDGAR.
Exhibit 3(ii)
RESTATED BY-LAWS OF
CIRCUS CIRCUS ENTERPRISES, INC.
(A Nevada Corporation)
ARTICLE I
Offices
SECTION 1.1. Principal Office. The principal office of the
corporation in the State of Nevada is 2880 Las Vegas Boulevard
South, Las Vegas, Clark County, Nevada 89109.
SECTION 1.2. Other Offices. The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II
Meeting of Stockholders
SECTION 2.1. Place of Meeting. All meetings of stockholders
shall be held at such place, either within or without the State of
Nevada, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
SECTION 2.2. Annual Meetings. The annual meeting of
stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting.
SECTION 2.3. Voting List. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten days prior to the meeting, either at
a place within the city where the meeting is to be held, which
place shall be specified in the notice, or if not so specified, at
the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 2.4. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation of the
corporation, as amended (the "Articles of Incorporation"), may be
called by the Chairman of the Board, the President or by the Board
of Directors or by written order of a majority of the directors and
shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled vote. Such request shall state
the purposes of the proposed meeting. The officers or directors
shall fix the time and any place, either within or without the
State of Nevada, as the place for holding such meeting.
SECTION 2.5. Notice of Meeting. Written notice of the annual
and each special meeting of stockholders, stating the time, place
and purpose or purposes thereof, shall be given to each stockholder
entitled to vote thereat, not less than 10 nor more than 60 days
before the meeting.
SECTION 2.6. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any
meeting of stockholders for the transaction of business except when
stockholders are required to vote by class, in which event a
majority of the issued and outstanding shares of the appropriate
class shall be present in person or by proxy, and except as
otherwise provided by statute or by the Articles of Incorporation.
Notwithstanding any other provision of the Articles of
Incorporation or these by-laws, the holders of a majority of the
shares of capital stock entitled to vote thereat, present in person
or represented by proxy, whether or not a quorum is present, shall
have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. If the adjournment is for more than 30
days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the
meeting. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.
SECTION 2.7. Voting. When a quorum is present at any meeting
of the stockholders, the vote of the holders of a majority of the
stock having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of the statutes,
of the Articles of Incorporation or of these by-laws, a different
vote is required, in which case such express provision shall govern
and control the decision of such question. Every stockholder
having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such
stockholder, and filed with the Secretary of the corporation
before, or at the time of, the meeting. Provided, however, no such
proxy shall be valid after the expiration of six months from the
date of its execution, unless coupled with an interest, or unless
the person executing it specifies therein the length of time for
which it is to continue in force, which in no case shall exceed
seven years from the date of its execution. If such instrument
shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons
present at any meeting at which their powers thereunder are to be
exercised shall have and may exercise all the powers of voting or
giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue, each
proxy so attending shall be entitled to exercise such powers in
respect of the same portion of the shares as he is of the proxies
representing such shares. Unless required by statute or determined
by the Chairman of the meeting to be advisable, the vote on any
question need not be by written ballot.
SECTION 2.8. Consent of Stockholders. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be
taken for or in connection with any corporate action by any
provision of the statutes, the meeting and vote of stockholders may
be dispensed with if all the stockholders who would have been
entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; of if the
Articles of Incorporation authorize the action to be taken with the
written consent of the holders of less than all the stock who would
have been entitled to vote upon the action if a meeting were held,
then on the written consent of the stockholders having not less
than such percentage of the number of votes as may be authorized in
the Articles of Incorporation; provided that in no case shall the
written consent be by the holders of stock having less than the
minimum percentage of the vote required by statutes for the
proposed corporate action, and provided that prompt notice must be
given to all stockholders of the taking of corporate action without
a meeting and less than unanimous written consent.
SECTION 2.9. Voting of Stock of Certain Holders. Shares
standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent or proxy as the by-laws of such
corporation may prescribe, or in the absence of such provision, as
the Board of Directors of such corporation may determine. Shares
standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person
or by proxy. Shares standing in the name of a guardian,
conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such
shares into the name of such fiduciary. Shares standing in the
name of a receiver may be voted by such receiver. A stockholder
whose shares are pledged shall be entitled to vote such shares,
unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote
thereon, in which case only the pledgee, or his proxy, may
represent the stock and vote thereon.
SECTION 2.10 Treasury Stock. The corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and
such shares shall not be counted in determining the total number of
outstanding shares.
SECTION 2.11. Fixing Record Date. The Board of Directors may
fix in advance a date, not exceeding 60 nor less than 10 days
preceding the date of any meeting of stockholders, or the date for
payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in
connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to
vote at any such meeting and any adjournment thereof, or entitled
to receive payment of any such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent, and in such case such stockholders
and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of and to vote
at any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the corporation after any such record date
fixed as aforesaid.
ARTICLE III
Board of Directors
SECTION 3.1. Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the Articles of
Incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
SECTION 3.2. Number, Election and Term. The directors shall
be elected at the annual meeting of stockholders, except as
provided in Section 3.3, and each director elected shall hold
office until his successor shall be elected and shall qualify. The
total number of directors shall not be fewer than six (6) nor more
than eleven (11). Directors need not be residents of Nevada or
stockholders of the corporation. Commencing with the election of
directors at the annual meeting of stockholders in 1991, the
directors shall be classified with respect to the time for which
they shall hold their offices by dividing them into three classes,
to be known as Class I, Class II and Class III. At the annual
meeting of the stockholders in 1991, directors of Class I shall be
elected for terms of one (1) year, directors of Class II shall be
elected for terms of two (2) years, and directors of Class III
shall be elected for terms of three (3) years. At each annual
meeting of stockholders after 1991, successors to the directors of
the Class whose term of office expires in that year shall be
elected to hold office until the third succeeding annual meeting of
stockholders, so that the term of office of only one Class of
directors shall expire in each year. Until changed by amending
this section 3.2, the number of directors in Class I shall be three
(3), the number of directors in Class II shall be three (3), and,
effective February 29, 1996, the number of directors in Class III
shall be four (4)."
SECTION 3.3. Vacancies, Additional Directors and Removal From
Office. If any vacancy occurs in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from
office of any director, or otherwise, or if any new directorship is
created by an increase in the authorized number of directors, a
majority of the directors then in office, though less than a
quorum, or a sole remaining director, may choose a successor or
fill the newly created directorship; and a director so chosen shall
hold office until the next annual election and until his successor
shall be duly elected and shall qualify, unless sooner displaced.
Any director may be removed either for or without cause at any
special meeting of stockholders duly called and held for such
purpose.
SECTION 3.4. Regular Meetings. A regular meeting of the
Board of Directors shall be held each year, without other notice
than this by-law, at the place of, and immediately following, the
annual meeting of stockholders; and other regular meetings of the
Board of Directors shall be held during each year, at such time and
place as the Board of Directors may from time to time provide by
resolution, either within or without the State of Nevada, without
other notice than such resolution.
SECTION 3.5. Special Meetings. A special meeting of the
Board of Directors may be called by the Chairman of the Board or by
the President and shall be called by the Secretary on the written
request of any two directors. The Chairman of the Board or
President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without
the State of Nevada, as the place for holding such meeting.
SECTION 3.6. Notice of Special Meetings. Written notice of
special meetings of the Board of Directors shall be given to each
director at least 48 hours prior to the time of such meeting. Any
director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting solely for the
purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of
notice of such meeting, except that notice shall be given of any
proposed amendment to the by-laws if it is to be adopted at any
special meeting or with respect to any other matter where notice is
required by statute.
SECTION 3.7. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the
directors present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Articles of Incorporation
or by these by-laws. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
SECTION 3.8. Action Without Meetings. Unless otherwise
restricted by the Articles of Incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof as provided in
Article IV of these by-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of
such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
SECTION 3.9. Meeting By Telephone. Any action required or
permitted to be taken by the Board of Directors or any committee
thereof may be taken by means of a meeting by conference telephone
network or similar communications method so long as all persons
participating in the meeting can hear each other. Any person
participating in such meeting shall be deemed to be present in
person at such meeting.
SECTION 3.10. Compensation. Except as otherwise provided in
this Section 3.10, directors, as such, shall not be entitled to any
compensation for their services unless voted by the stockholders;
but by resolution of the Board of Directors, there may be allowed
(a) to "outside" directors, as that term is defined in Section 4.2
of these by-laws, a stated salary and/or a fixed sum for each
regular or special meeting of the Board of Directors or any meeting
of a committee of directors attended, and (b) to all directors,
expenses of attendance, if any, for each regular or special meeting
of the Board of Directors or any meeting of a committee of
directors attended. No provision of these by-laws shall be
construed to preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
ARTICLE IV
Committees of Directors
SECTION 4.1. Executive Committee. The Executive Committee of
the Board of Directors (the "Executive Committee") shall consist of
not less than two directors to be designated by the Board of
Directors annually at its first regular meeting held pursuant to
Section 3.4 of these by-laws after the annual meeting of
stockholders or as soon thereafter as conveniently possible. None
of the members of the Executive Committee need be officers of the
corporation. The Executive Committee shall have and may exercise
all of the powers of the Board of Directors during the period
between meetings of the Board of Directors except as reserved to
the Board of Directors to another standing or special committee or
as may be prohibited by law and, except further, that the Executive
Committee shall not have the power to elect officers of the
corporation.
SECTION 4.2. Audit Committee. The Audit Committee of the
Board of Directors (the "Audit Committee") shall consist solely of
directors, one or more, each of whom shall be an "outside" director
of the corporation, to be designated annually by the Board of
Directors at its first regular meeting held pursuant to Section 3.4
of these by-laws after the annual meeting of stockholders or as
soon thereafter as conveniently possible. The term "outside"
director, as used in this Section 4.2, shall mean a director of the
corporation who is independent of management, not an officer,
employee, consultant, agent or affiliate (except as a director) of
the corporation and who is free of any relationship that, in the
opinion of the Board of Directors, would interfere with the
designated director's exercise of independent judgement as a member
of the Audit Committee. The Audit Committee shall have and may
exercise all of the powers of the Board of Directors during the
period between meetings of the Board of Directors, except as may be
prohibited by law, with respect to (i) the selection and
recommendation for employment by the corporation, subject to
approval by the Board of Directors and the stockholders, of a firm
of certified public accountants whose duty it shall be to audit the
books and accounts of the corporation and its subsidiaries for the
fiscal year in which they are appointed and who shall report to the
Audit Committee, provided, that in selecting and recommending for
employment any firm of certified public accountants, the Audit
Committee shall make a thorough investigation to insure the
"independence" of such accountants as defined in the applicable
rules and regulations of the Securities and Exchange Commission;
(ii) instructing the certified public accountants to expand the
scope and extent of the annual audits of the corporation into areas
of any concern to the Audit Committee, which may be beyond that
necessary for the certified public accountants to report on the
financial statements of the corporation, and, at its discretion,
directing other special investigations to insure the objectivity of
the financial reporting of the corporation; (iii) reviewing the
reports submitted by the certified public accountants, conferring
with the auditors and reporting thereon to the Board of Directors
with such recommendations as the Audit Committee may deem
appropriate; (iv) meeting with the corporation's principal
accounting and financial officers, the certified public accountants
and auditors, and other officers or department managers of the
corporation as the Audit Committee shall deem necessary in order to
determine the adequacy of the corporation's accounting principles
and financial and operating policies, controls and practices, its
public financial reporting policies and practices, and the results
of the corporation's annual audit; (v) conducting inquiries into
any of the foregoing, the underlying and related facts, including
such matters as the conduct of the personnel of the corporation,
the integrity of the records of the corporation, the adequacy of
the procedures and the legal and financial consequences of such
facts; and (vi) retaining and deploying such professional
assistance, including outside counsel and auditors and any others,
as the Audit Committee shall deem necessary or appropriate, in
connection with the exercise of its powers on such terms as the
Audit Committee shall deem necessary or appropriate to protect the
interests of the stockholders of the corporation.
SECTION 4.3. Other Committees. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate
one or more additional special or standing committees other than
the Executive Committee and Audit Committee, each such additional
committee to consist of one or more of the directors of the
corporation. Each such committee shall have and may exercise such
of the powers of the Board of Directors in the management of the
business and affairs of the corporation as may be provided in such
resolution, except as delegated by these by-laws or by the Board of
Directors to another standing or special committee or as may be
prohibited by law.
SECTION 4.4. Committee Operations. A majority of a committee
shall constitute a quorum for the transaction of any committee
business. Such committee or committees shall have such name or
names and such limitations of authority as provided in these by-
laws or as may be determined from time to time by resolution
adopted by the Board of Directors. The corporation shall pay all
expenses of committee operations. The Board of Directors may
designate one or more appropriate directors as alternate members of
any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification
of any members of such committee or committees, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another appropriate member of the Board of
Directors to act at the meeting in the place of any absent or
disqualified members.
SECTION 4.5. Minutes. Each committee of directors shall keep
regular minutes of its proceedings and report the same to the Board
of Directors when required. The Secretary or any Assistant
Secretary of the corporation shall (i) serve as the Secretary of
the Executive Committee, the Audit Committee and any other special
or standing committee of the Board of Directors of the corporation,
(ii) keep regular minutes of standing or special committee
proceedings, (iii) make available to the Board of Directors, as
required, copies of all resolutions adopted or minutes or reports
of other actions recommended or taken by any such standing or
special committee and (iv) otherwise as requested keep the members
of the Board of Directors apprised of the actions taken by such
standing or special committees.
SECTION 4.6. Compensation. Members of special or standing
committees who are "outside" directors, as that term is defined
elsewhere in this Article, may be allowed compensation for serving
as a member of any such committee and all members may be
compensated for expenses of attending committee meetings, if the
stockholders or Board of Directors shall so determine in accordance
with Section 3.10.
ARTICLE V
Notice
SECTION 5.1. Methods of Giving Notice. Whenever under the
provisions of the statutes, the Articles of Incorporation or these
by-laws, notice is required to be given to any director, member of
any committee or stockholder, such notice shall be in writing an
delivered personally or mailed to such director, member or
stockholder; provided that in the case of a director or a member of
any committee such notice may be given orally or by telephone or
telegram. If mailed, notice to a director, member of a committee
or stockholder shall be deemed to be given when deposited in the
United States mail first class in a sealed envelope, with postage
thereon prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the
records of the corporation or, in the case of a director or a
member of a committee to such person at his business address. If
sent by telegraph, notice to a director or member of a committee
shall be deemed to be given when the telegram, so addressed, is
delivered to the telegraph company.
SECTION 5.2. Written Waiver. Whenever any notice is required
to be given under the provisions of these statutes, the Articles of
Incorporation or these by-laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Officers
"SECTION 6.1. Officers. The executive officers of the
corporation shall be the Chairman of the Board, President,
Secretary and Treasurer. The Board of Directors shall elect and,
when applicable, appoint all the executive officers of the
corporation. The Board of Directors and the Chairman of the Board
may appoint such other officers and agents, including but not
limited to one or more Vice Presidents (any one or more of which
may be designated Executive Vice President or Senior Vice
President), Assistance Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as they deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as prescribed by the Board of Directors or Chairman of
the Board. Any two or more offices may be held by the same person.
No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity,
if such instrument is required by law, by these by-laws or by any
act of the corporation to be executed, acknowledged, verified or
countersigned by two or more officers. The Chairman of the Board
shall be elected from among the directors. With the foregoing
exception, none of the other officers need be a director, and none
of the officers need be a stockholder of the corporation.
SECTION 6.2. Election and Term of Office. The
executive officers of the corporation shall be elected annually by
the Board of Directors at its first regular meeting held after the
annual meeting of stockholders or as soon thereafter as
conveniently possible. Each executive officer shall hold office
until his successor shall have been chosen and shall have qualified
or until his death or the effective date of his resignation or
removal, or until he shall cease to be a director in the case of
the Chairman of the Board.
SECTION 6.3. Removal and Resignation. Any executive
officer or other officer or agent appointed by the Board of
Directors may be removed, either with or without cause, by the
affirmative vote of a majority of the Board of Directors whenever,
in its judgment, the best interests of the corporation shall be
served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed. Any other
officer or agent may be removed, either with or without cause, in
the sole discretion of the Chairman of the Board. Any executive
officer or other officer or agent may resign at any time by giving
written notice to the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any later
time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION 6.4. Vacancies. Any vacancy occurring in any
executive office of the corporation by death, resignation, removal
or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6.5. Salaries. The salaries of all executive
officers of the corporation shall be fixed by the Board of
Directors or pursuant to the direction of the Board of Directors;
and no executive officer shall be prevented from receiving such
salary by reason of his also being a director. Compensation of
officers and agents not appointed by the Board of Directors shall
be established by the Chairman of the Board and President, but
subject to review by the Board of Directors."
SECTION 6.6. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors and
of the stockholders of the corporation. In the Chairman's absence,
such duties shall be attended to by the President. The Chairman of
the Board shall hold the position of chief executive officer of the
corporation and shall perform such duties as usually pertain to the
position of chief executive officer and such duties as may be
prescribed by the Board of Directors or the Executive Committee.
The Chairman of the Board shall formulate and submit to the Board
of Directors or the Executive Committee matters of general policy
for the corporation and shall perform such other duties as usually
appertain to the office or as may be prescribed by the Board of
Directors. He shall have the power to appoint and remove
subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. He may sign with the
President or any other officer of the corporation thereunto
authorized by the Board of Directors certificates for shares of the
corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors, and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments
which the Board of Directors or the Executive Committee has
authorization to be executed, except in cases where the signing and
execution thereof has been expressly delegated or reserved by these
by-laws or by the Board of Directors or the Executive Committee to
some other officer or agent of the corporation, or shall be
required by law to be otherwise executed.
SECTION 6.7. President. The President, subject to the
control of the Board of Directors, the Executive Committee, and the
Chairman of the Board, shall in general supervise and control the
business and affairs of the corporation. He shall have the power
to appoint and remove subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors or the
Chairman of the Board. The President shall keep the Board of
Directors, the Executive Committee and the Chairman of the Board
fully informed as they or any of them shall request and shall
consult them concerning the business of the corporation. He may
sign with the Chairman of the Board or any other officer of the
corporation thereunto authorized by the Board of Directors,
certificates for shares of capital stock of the corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors, and any deeds, bonds, mortgages, contracts,
checks, notes, drafts or other instruments which the Board of
Directors or the Executive Committee has authorized to be executed,
except in cases where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors
or the Executive Committee to some other officer or agent of the
corporation, or shall be required by law to be otherwise executed.
In general, he shall perform all other duties normally incident to
the office of the President, except any duties expressly delegated
to other persons by these by-laws, the Board of Directors, or the
Executive Committee, and such other duties as may be prescribed by
the stockholders, Chairman of the Board, the Board of Directors or
the Executive Committee, from time to time.
SECTION 6.8. Vice Presidents. In the absence of the
President, or in the event of his inability or refusal to act, the
Executive Vice President (or in the event there shall be no Vice
President or more than one Vice President designated Executive Vice
President, any Vice President designated by the Board) shall
perform the duties and exercise the powers of the President. Any
Vice President authorized by resolution of the Board of Directors
to do so, may sign with any other officer of the corporation
thereunto authorized by the Board of Directors, certificates for
shares of capital stock of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors.
The Vice Presidents shall perform such other duties as from time to
time may be assigned to them by the Chairman of the Board, the
President, the Board of Directors or the Executive Committee.
SECTION 6.9. Secretary. The Secretary shall (a) keep the
minutes of the meetings of the stockholders, the Board of Directors
and committees of directors; (b) see that all notices are duly
given in accordance with provisions of these by-laws and as
required by law; (c) be custodian of the corporate records and of
the seal of the corporation, and see that the seal of the
corporation or a facsimile thereof is affixed to all certificates
for shares prior to the issuance thereof and to all documents, the
execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these by-laws;
(d) keep or cause to be kept a register of the post office address
of each stockholder which shall be furnished by such stockholder;
(e) have general charge of the stock transfer books of the
corporation; and (f) in general, perform all duties normally
incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.
SECTION 6.10. Treasurer. The Treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever and deposit
all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of Section 7.3 of these by-laws; (b) prepare,
or cause to be prepared, for submission at each regular meeting of
the Board of Directors, at each annual meeting of stockholders, and
at such other times as may be required by the Board of Directors,
the Chairman of the Board, the President or the Executive
Committee, a statement of financial condition of the corporation in
such detail as may be required; and (c) in general, perform all the
duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Chairman of the
Board, the President, the Board of Directors or the Executive
Committee. If required by the Board of Directors or the Executive
Committee, the Treasurer shall give a bond for the faithful
discharge of his duties as such sum and with such surety or
sureties as the Board of Directors or the Executive Committee shall
determine.
SECTION 6.11. Assistant Secretary or Treasurer. The
Assistant Secretaries and Assistant Treasurers shall, in general,
perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chairman of the Board,
the President, the Board of Directors or the Executive Committee.
The Assistant Secretaries or Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all
functions and duties which such absent officers may delegate, but
such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office. The Assistant
Directors or the Executive Committee, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors or the Executive Committee shall determine.
ARTICLE VII
Contracts, Checks and Deposits
SECTION 7.1. Contracts. Subject to the provisions of Section
6.1., the Board of Directors or the Executive Committee may
authorize any officer, officers, agent or agents, to enter into any
contract or execute and deliver an instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances.
SECTION 7.2. Checks, etc. All checks, demands, drafts or
other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed
by such officer or officers or such agent or agents of the
corporation, and in such manner, as shall be determined by the
Board of Directors or the Executive Committee.
SECTION 7.3. Deposits. All funds of the corporation not
otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies or other
depositories as the Chairman of the Board, the President or the
Treasurer may be empowered by the Board of Directors or the
Executive Committee to select or as the Board of Directors or the
Executive Committee may select.
ARTICLE VIII
Certificate of Stock
SECTION 8.1. Issuance. Each stockholder of this corporation
shall be entitled to a certificate or certificates showing the
number of shares of stock registered in his name on the books of
the corporation. The certificates shall be in such form as may be
determined by the Board of Directors or the Executive Committee,
shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued. They shall exhibit
the holder's name and the number of shares and shall be signed b;y
the Chairman of the Board and the President or such other officers
as may from time to time be authorized by resolution of the Board
of Directors. Any of or all the signatures on the certificate may
be a facsimile. The seal of the corporation shall be impressed, by
original or by facsimile, printed or engraved, on all such
certificates. In case any officer who has signed or whose
facsimile signature has been placed upon any such certificate shall
have ceased to be such officer before such certificate is issued,
such certificate may nevertheless be issued by the corporation with
the same effect as if such officer had not ceased to be such
officer at the date of its issue. If the corporation shall be
authorized to issue more than one class of stock or more than one
series of any class, the designation, preferences and relative,
participating, option or other special rights of each class of
stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock; provided
that except as otherwise provided by statute, in lieu of the
foregoing requirements there may be set forth on the face or back
of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation
will furnish to each stockholder who so requests the designations,
preferences and relative, participating, option or other special
rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and
rights. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity, if any, to the
corporation as the Board of Directors may prescribe. In addition
to the above, all certificates evidencing shares of the
corporation's stock or other securities issued by the corporation
shall contain such legend or legends as may from time to time be
required by the Nevada Revised Statutes and/or the Nevada Gaming
Commission Regulations then in effect.
SECTION 8.2. Lost Certificates. The Board of Directors may
direct that a new certificate or certificates be issued in place of
any certificate or certificates theretofore issued by the
corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged
to have been lost, stolen or destroyed, or both.
SECTION 8.3. Transfers. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon
its books. Transfers of shares shall be made only on the books of
the corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney and filed with
the Secretary of the corporation or the transfer agent.
SECTION 8.4. Registered Stockholders. The corporation shall
be entitled to treat the holder of record of any share of shares of
stock as the holder in fact thereof and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by laws of the State of Nevada.
ARTICLE IX
Dividends
SECTION 9.1. Declaration. Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property or in shares of capital stock, subject to
the provisions of the Articles of Incorporation.
SECTION 9.2. Reserve. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for
dividends such sum or sums as the Board of Directors from time to
time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for
such other purpose as the Board of Directors shall think conducive
to the interests of the corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was
created.
ARTICLE X
Indemnification
SECTION 10.1. Third Party Actions. The corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
SECTION 10.2. Actions by or in the Right of the Corporation.
The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
SECTION 10.3. Successful Defense. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Sections 10.1 and 10.2, or in
defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
SECTION 10.4. Determination of Conduct. Any indemnification
under Section 10.1 or 10.2 (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Sections 10.l and
10.2. Such determination shall be made (1) by the Board of
Directors or the Executive Committee by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the
stockholders.
SECTION 10.5 Payment of Expenses in Advance. Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation as
authorized in this Article X.
SECTION 10.6. Indemnity Not Exclusive. The indemnification
provided hereunder shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under
any other by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 10.7. The Corporation. For purposes of this Article
X, references to "the corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under and subject to the provisions of this
Article X (including, without limitation the provisions of Section
10.4) with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its
separate existence had continued.
SECTION 10.8. Insurance Indemnification. The corporation
shall have the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprises
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or
not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X.
ARTICLE XI
Miscellaneous
SECTION 11.1. Seal. The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal,
Nevada". The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or otherwise reproduced.
SECTION 11.2. Books. The books of the corporation may be
kept within or without the State of Nevada (subject to any
provisions contained in the statutes) at such place or places as
may be designated from time to time by the Board of Directors or
the Executive Committee.
SECTION 11.3. Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.
ARTICLE XII
Amendment
These by-laws may be altered, amended or repealed at any
regular meeting of the Board of directors without prior notice, or
at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such
special meetings.
Exhibit 4(c)
AMENDMENT NO. 1
Reference is made to the Loan Agreement dated as of
January 29, 1996 among Circus Circus Enterprises, Inc., The Long-
Term Credit Bank of Japan, Ltd., Los Angeles Agency, First
Interstate Bank of Nevada, N.A., Societe Generale, Credit
Lyonnais Los Angeles Branch and Credit Lyonnais Cayman Island
Branch and Credit Lyonnais Cayman Island Branch and Canadian
Imperial Bank of Commerce, as Co-Agents, and Bank of America
National Trust and Savings Association, as Issuing Bank and
Administrative Agent (as amended, the "Loan Agreement"). Terms
defined in the Loan Agreement are used herein with the same
meanings.
The parties hereto agree as follows:
1. Section 7.1(f). Section 7.1(f) of the Loan
Agreement is amended and restated in its entirety to read as
follows:
"(f) As soon as practicable, and in any event
(i) within 30 days after the end of the first three Fiscal
Quarters in each Fiscal Year, and (ii) 60 days after the
end of the fourth Fiscal Quarter in each Fiscal Year, a
written report, in form and detail mutually acceptable to
Borrower and the Administrative Agent, with a narrative
report describing the results of operations of Borrower
and its Subsidiaries during such Fiscal Quarter and
detailing the status of each New Venture, including the
amounts of New Venture Capital Expenditures and New
Ventures Investments made, and reasonably anticipated to
be made, with respect thereto;"
2. Waiver. The Banks hereby waive Borrower's failure
to deliver to the Administrative Agent and the Banks the written
report required in Section 7.1(f) of the Loan Agreement within 30
days after the Fiscal Quarter ended December 31, 1995.
3. Condition Precedent. As a condition precedent to
the effectiveness of this Amendment, the Administrative Agent
shall have received executed counterparts of this Amendment from
Borrower and consents hereto from Banks comprising at least the
Majority Banks.
4. Counterparts. This Amendment may be executed in
counterparts in accordance with Section 11.7 of the Loan
Agreement.
5. Confirmation. In all other respects, the Loan
Agreement is confirmed.
This Amendment is dated as of April 15, 1996.
CIRCUS CIRCUS ENTERPRISES, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST and
SAVINGS ASSOCIATION, as
Administrative Agent
By:
Title:
Exhibit 10(oo)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of
June, 1995, by and between Circus Circus Enterprises, Inc., a
Nevada corporation (the "Company") and Antonio C. Alamo
("Executive").
W I T N E S S E T H:
WHEREAS, Executive and the Company deem it to be in
their respective best interests to enter into an agreement
providing for the Company's employment of Executive pursuant to
the terms herein stated;
NOW, THEREFORE, in consideration of the premises and
the mutual promises and agreements contained herein, it is hereby
agreed as follows:
1. Effective Date. This Agreement shall be effective
as of the 1st day of June, 1995, which date shall be referred to
herein as the "Effective Date".
2. Position and Duties.
(a) The Company hereby employs Executive as its
Senior Vice President-Operations commencing as of the Effective
Date for the "Term of Employment" (as herein defined below). In
this capacity, Executive shall devote his best efforts and his
full business time and attention to the performance of the
services customarily incident to such offices and position and to
such other services of a senior executive nature as may be
reasonably requested by the Board of Directors (the "Board") of
the Company which may include services for one or more
subsidiaries or affiliates of the Company. Executive shall in
his capacity as an employee of the Company be responsible to and
obey the reasonable and lawful directives of the Board and of any
officers ("Supervising Officers") to whom he shall report.
(b) Executive shall devote his full time and
attention to such duties, except for sick leave, reasonable vaca-
tions, and excused leaves of absence as more particularly pro-
vided herein. Executive shall use his best efforts during the
Term of Employment to protect, encourage, and promote the inter-
ests of the Company.
3. Compensation.
(a) Base Salary. The Company shall pay to Execu-
tive during the Term of Employment a minimum salary at the rate
of four hundred thousand dollars ($400,000) per calendar year and
agrees that such salary shall be reviewed at least annually. Such
salary shall be payable in accordance with the Company's normal
payroll procedures. (Executive's annual salary, as set forth
above or as it may be increased from time to time as set forth
herein, shall be referred to hereinafter as "Base Salary.") At
no time during the Term of Employment shall Executive's Base
Salary be decreased from the amount of Base Salary then in
effect.
(b) Performance Bonus. In addition to the
compensation otherwise payable to Executive pursuant to this
Agreement, Executive shall be eligible to receive an annual bonus
("Bonus") pursuant to a performance bonus plan (the "Bonus Plan")
which shall be established by the Company for its senior
executive officers and which shall provide for bonus compensation
to be payable based upon the financial and other performance of
the Company and its senior executives. It is intended that the
Bonus Plan shall conform to the requirements applicable to
"qualified performance based compensation" under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code").
During the Term of Employment, Executive's targeted annual bonus
under the Bonus Plan shall not be less than 100% of Executive's
then current Base Salary.
(c) Long Term Incentive/Stock Options. Executive
has been granted a stock option to purchase the Company's common
stock as set forth in that certain Non-Qualified Stock Option
Certificate and Agreement dated as of March 19, 1995 and attached
hereto as Exhibit A.
4. Benefits. During the Term of Employment:
(a) Executive shall be eligible to participate in
any life, health and long-term disability insurance programs,
pension and retirement programs, stock option and other incentive
compensation programs, and other fringe benefit programs made
available to senior executive employees of the Company from time
to time, and Executive shall be entitled to receive such other
fringe benefits as may be granted to him from time to time by the
Company's Board of Directors.
(b) Executive shall be allowed vacations and
leaves of absence with pay on the same basis as other senior
executive employees of the Company.
(c) The Company shall reimburse Executive for
reasonable business expenses incurred in performing Executive's
duties and promoting the business of the Company, including, but
not limited to, reasonable entertainment expenses, travel and
lodging expenses, following presentation of documentation in
accordance with the Company's business expense reimbursement
policies.
(d) Executive shall be added as an additional
named insured under all liability insurance policies now in force
or hereafter obtained covering any officer or director of the
Company in his or her capacity as an officer or director. Compa-
ny shall indemnify Executive in his capacity as an officer or
director and hold him harmless from any cost, expense or liabil-
ity arising out of or relating to any acts or decisions made by
him on behalf of or in the course of performing services for the
Company (to the maximum extent provided by the Company's Bylaws
and applicable law).
5. Term; Termination of Employment. As used herein,
the phrase "Term of Employment" shall mean the period commencing
on the Effective Date and ending three (3) years from the
Effective Date provided that as of the expiration date of each of
(i) the initial three (3) year Term of Employment and (ii) if
applicable, any Renewal Period (as defined below), the Term of
Employment shall automatically be extended for a one (1) year
period (each a "Renewal Period") unless either the Company or
Executive provides six (6) months' notice to the contrary.
Notwithstanding the foregoing, the Term of Employment shall
expire on the first to occur of the following:
(a) Termination by the Company Without Cause or
By Executive With Good Reason. Notwithstanding anything to the
contrary in this Agreement, whether express or implied, the
Company may, at any time, terminate Executive's employment for
any reason other than Cause (as defined below) by giving
Executive at least 60 days' prior written notice of the effective
date of termination. In the event Executive's employment
hereunder is terminated by the Company other than for Cause or by
Executive for Good Reason (as defined below), Executive shall be
entitled to receive (x) his Base Salary as he would have received
such amounts during the period commencing on the effective date
of such termination and ending on the later of (i) the expiration
of the Term of Employment or (ii) the date that is twelve (12)
months following the effective date of such termination (the
"Salary Continuation Period"), as if Executive were still em-
ployed hereunder during the Salary Continuation Period; (y) if it
has not previously been paid to Executive, any Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination; and (z) annual Bonuses during
the Salary Continuation Period in an amount equal to the product
of Executive's Base Salary on the effective date of such
termination and the minimum targeted bonus percentage specified
in Section 3(b), payable in the ordinary course and prorated, as
applicable, for any partial fiscal year of the Bonus Plan ending
on the final day of the Salary Continuation Period. In addition,
all of Executive's stock options with respect to the Company's
stock shall become immediately and fully exercisable. During the
Salary Continuation Period, Executive and his spouse and depen-
dents shall be entitled to continue to be covered by all group
medical, health and accident insurance or other such health care
arrangements in which Executive was a participant as of the date
of such termination, at the same coverage level and on the same
terms and conditions which applied immediately prior to the date
of Executive's termination of employment, until Executive obtains
alternative comparable coverage under another group plan, which
coverage does not contain any pre-existing condition exclusions
or limitations; provided, however, that if, as the result of the
termination of Executive's employment, Executive and/or his
otherwise eligible dependents or beneficiaries shall become
ineligible for benefits under any one or more of the Company's
benefit plans, the Company shall continue to provide Executive
and his eligible dependents or beneficiaries, through other
means, with benefits at a level at least equivalent to the level
of benefits for which Executive and his dependents and
beneficiaries were eligible under such plans immediately prior to
the date of Executive's termination of employment. At the
termination of the benefits coverage under the preceding
sentence, Executive and his spouse and dependents shall be
entitled to continuation coverage pursuant to Section 4980B of
the Internal Revenue Code of 1986, as amended, Sections 601-608
of the Employee Retirement Income Security Act of 1974, as
amended, and under any other applicable law, to the extent
required by such laws, as if Executive had terminated employment
with the Company on the date such benefits coverage terminates.
For purposes of this Agreement, "Good Reason" shall mean,
without the express written consent of Executive, the occurrence
of any of the following events unless such events are fully
corrected within 30 days following written notification by
Executive to the Company that he intends to terminate his
employment hereunder for one of the reasons set forth below:
i) a material breach by the Company of any
material provision of this Agreement;
ii) the Company's requiring Executive to be based
anywhere other than the metropolitan area
where he currently works and resides for a
period in excess of eighteen (18) months;
iii) the occurrence of a "Change in Control" as
defined below; or
(iv) the Company's notifying Executive that it
does not consent to any automatic one-year
extension of the Term of Employment.
For purposes of this Agreement a "Change in Control" shall
mean an event as a result of which: (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act")), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than
50% of the total voting power of the voting stock of the Company;
(ii) the Company consolidates with, or merges with or into
another corporation or sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its assets
to any person, or any corporation consolidates with, or merges
with or into, the Company, in any such event pursuant to a trans-
action in which the outstanding voting stock of the Company is
changed into or exchanged for cash, securities or other property,
other than any such transaction where (A) the outstanding voting
stock of the Company is changed into or exchanged for (x) voting
stock of the surviving or transferee corporation or (y) cash,
securities (whether or not including voting stock) or other
property, and (B) the holders of the voting stock of the Company
immediately prior to such transaction own, directly or indi-
rectly, not less than 50% of the voting power of the voting stock
of the surviving corporation immediately after such transaction;
or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of the
Company (together with any new directors whose election by such
Board or whose nomination for election by the stockholders of the
Company was approved by a vote of 66-2/3% of the directors then
still in office who were either directors at the beginning of
such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of the Board of the Company then in office; or (iv) the
Company is liquidated or dissolved or adopts a plan of
liquidation, provided however that a Change in Control shall not
include any going private or leveraged buy-out transaction which
is sponsored by Executive or in which Executive acquires an
equity interest materially in excess of his equity interest in
the Company immediately prior to such transaction (each of the
events described in (i), (ii), (iii) or (iv) above, as provided
otherwise by the preceding clause being referred to herein as a
"Change in Control").
(b) Termination for Cause. The Company shall
have the right to terminate Executive's employment at any time
for Cause by giving Executive written notice of the effective
date of termination (which effective date may, except as
otherwise provided below, be the date of such notice). If the
Company terminates Executive's employment for Cause, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this or any other agreement and at law
or in equity.
For purposes of this Agreement only, Cause shall mean:
i) fraud, misappropriation, embezzlement, or
other act of material misconduct against the
Company or any of its affiliates;
ii) substantial and willful failure to perform
specific and lawful directives of the Board
or any Supervising Officer, as reasonably de-
termined by the Board;
iii) willful and knowing violation of any rules or
regulations of any governmental or regulatory
body, which is materially injurious to the
financial condition of the Company;
iv) conviction of or plea of guilty or nolo
contendere to a felony; or
v) Executive's loss of any personal gaming or
related regulatory approval or license
required to perform his duties under this
Agreement;
provided, however, that with regard to subparagraph ii) above,
Executive may not be terminated for Cause unless and until the
Board has given him reasonable written notice of its intended
actions and specifically describing the alleged events, activi-
ties or omissions giving rise thereto and with respect to those
events, activities or omissions for which a cure is possible, a
reasonable opportunity to cure such breach; and provided,
further, that for purposes of determining whether any such Cause
is present, no act or failure to act by Executive shall be
considered "willful" if done or omitted to be done by Executive
in good faith and in the reasonable belief that such act or
omission was in the best interest of the Company and/or required
by applicable law.
(c) Termination on Account of Death. In the
event of Executive's death while in the employ of the Company,
his employment hereunder shall terminate on the date of his death
and Executive shall be paid his unpaid Base Salary through the
date of termination and the amount of any unpaid Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination. In addition, any other bene-
fits payable on behalf of Executive shall be determined under the
Company's insurance and other compensation and benefit plans and
programs then in effect in accordance with the terms of such
programs.
(d) Voluntary Termination by Executive. In the
event that Executive's employment with the Company is voluntarily
terminated by Executive other than for Good Reason, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination, and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this Agreement or any other agreement
and at law or in equity. Executive shall give the Company at
least 30 days' advance written notice of his intention to
terminate his employment hereunder.
(e) Termination on Account of Disability. To the
extent not prohibited by The Americans With Disabilities Act of
1990 or Chapter 613 of the Nevada Revised Statutes, if, as a
result of Executive's incapacity due to physical or mental
illness (as determined in good faith by a physician acceptable to
the Company and Executive), Executive shall have been absent from
the full-time performance of his duties with the Company for 120
consecutive days during any twelve (12) month period or if a
physician acceptable to the Company advises the Company that it
is likely that Executive will be unable to return to the full-
time performance of his duties for 120 consecutive days during
the succeeding twelve (12) month period, his employment may be
terminated for "Disability." During any period that Executive
fails to perform his full-time duties with the Company as a
result of incapacity due to physical or mental illness, he shall
continue to receive his Base Salary, Bonus and other benefits
provided hereunder, together with all compensation payable to him
under the Company's disability plan or program or other similar
plan during such period, until Executive's employment hereunder
is terminated pursuant to this Section 5(e). Thereafter,
Executive's benefits shall be determined under the Company's
retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such
programs.
6. Confidential Information, Non-Solicitation and Non-
Competition.
(a) During the Term of Employment and for three
(3) years thereafter, Executive shall not, except as may be re-
quired to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company.
"Confidential Information" shall mean information about the
Company, its subsidiaries and affiliates, and their respective
clients and customers that is not available to the general public
and that was learned by Executive in the course of his employment
by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, and client
and customer lists and all papers, resumes, records (including
computer records) and the documents containing such Confidential
Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value
to the Company, and that such information gives the Company a
competitive advantage. Upon the termination of his employment
for any reason whatsoever, Executive shall promptly deliver to
the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.
(b) During the period that Executive is receiving
payments under this Agreement (which Executive may elect to
terminate at any time), Executive shall not, directly or
indirectly in any manner or capacity (e.g., as an advisor,
principal, agent, partner, officer, director, shareholder,
employee, member of any association or otherwise) engage in, work
for, consult, provide advice or assistance or otherwise
participate in any activity which is competitive with the
business of the Company in any geographic area in which the
Company is now or shall then be doing business. Executive
further agrees that during such period he will not assist or
encourage any other person in carrying out any activity that
would be prohibited by the foregoing provisions of this Section 6
if such activity were carried out by Executive and, in
particular, Executive agrees that he will not induce any employee
of the Company to carry out any such activity; provided, however,
that the "beneficial ownership" by Executive, either individually
or as a member of a "group," as such terms are used in Rule 13d
of the General Rules and Regulations under the Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement. It is further expressly agreed that the Company will
or would suffer irreparable injury if Executive were to compete
with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement and that the Company would by reason
of such competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and Executive further consents and
stipulates to the entry of such injunctive relief in such a court
prohibiting Executive from competing with the Company or any
subsidiary or affiliate of the Company in violation of this
Agreement.
(c) During the Term of Employment and for three
(3) years thereafter, Executive shall not, directly or
indirectly, influence or attempt to influence customers or
suppliers of the Company or any of its subsidiaries or
affiliates, to divert their business to any competitor of the
Company.
(d) Executive recognizes that he will possess
confidential information about other employees of the Company
relating to their education, experience, skills, abilities,
compensation and benefits, and interpersonal relationships with
customers of the Company. Executive recognizes that the
information he will possess about these other employees is not
generally known, is of substantial value to the Company in
developing its business and in securing and retaining customers,
and will be acquired by him because of his business position with
the Company. Executive agrees that, during the Term of
Employment, and for a period of three (3) years thereafter, he
will not, directly or indirectly, solicit or recruit any employee
of the Company for the purpose of being employed by him or by any
competitor of the Company on whose behalf he is acting as an
agent, representative or employee and that he will not convey any
such confidential information or trade secrets about other
employees of the Company to any other person.
(e) If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 6
is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended
by the court to render it enforceable to the maximum extent
permitted by the law of that state.
7. No Offset - No Mitigation. Executive shall not be
required to mitigate damages under this Agreement by seeking
other comparable employment. The amount of any payment or bene-
fit provided for in this Agreement, including welfare benefits,
shall not be reduced by any compensation or benefits earned by or
provided to him as the result of employment by another employer,
except as provided otherwise in Section 5(a) with respect to
health and insurance benefits provided during the Salary
Continuation Period.
8. Designated Beneficiary. In the event of the death
of Executive while in the employ of the Company, or at any time
thereafter during which amounts remain payable to Executive under
Section 5, such payments (other than the right to continuation of
welfare benefits) shall thereafter be made to such person or
persons as Executive may specifically designate (successively or
contingently) to receive payments under this Agreement following
Executive's death by filing a written beneficiary designation
with the Company during Executive's lifetime. Such beneficiary
designation shall be in such form as may be prescribed by the
Company and may be amended from time to time or may be revoked by
Executive pursuant to written instruments filed with the Company
during his lifetime. Beneficiaries designated by Executive may
be any natural or legal person or persons, including a fiduciary,
such as a trustee or a trust or the legal representative of an
estate. Unless otherwise provided by the beneficiary designation
filed by Executive, if all of the persons so designated die
before Executive on the occurrence of a contingency not contem-
plated in such beneficiary designation, then the amounts payable
under this Agreement shall be paid to Executive's estate.
9. Taxes. All payments to be made to Executive under
this Agreement will be subject to any applicable withholding of
federal, state and local income and employment taxes.
10. Miscellaneous. This Agreement shall also be
subject to the following miscellaneous considerations:
(a) Executive and the Company each represent and
warrant to the other that he or it has the authorization, power
and right to deliver, execute, and fully perform his or its
obligations under this Agreement in accordance with its terms.
(b) This Agreement contains a complete statement
of all the arrangements between the parties with respect to
Executive's employment by the Company, this Agreement supersedes
all prior and existing negotiations and agreements between the
parties concerning Executive's employment, and this Agreement can
only be changed or modified pursuant to a written instrument duly
executed by each of the parties hereto.
(c) If any provision of this Agreement or any
portion thereof is declared invalid, illegal, or incapable of
being enforced by any court of competent jurisdiction, the
remainder of such provisions and all of the remaining provisions
of this Agreement shall continue in full force and effect.
(d) This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Nevada, except to the extent governed by federal law.
(e) The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint
venture in which the Company has an interest, or any successor
(whether by merger, consolidation, purchase or otherwise) to all
or substantially all of the stock, assets or business of the
Company and this Agreement shall be binding upon and inure to the
benefit of such successors and assigns. Except as expressly pro-
vided herein, Executive may not sell, transfer, assign, or pledge
any of his rights or interests pursuant to this Agreement.
(f) Any rights of Executive hereunder shall be in
addition to any rights Executive may otherwise have under benefit
plans, agreements, or arrangements of the Company to which he is
a party or in which he is a participant, including, but not
limited to, any Company-sponsored employee benefit plans. Provi-
sions of this Agreement shall not in any way abrogate Executive's
rights under such other plans, agreements, or arrangements.
(g) For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the
named Executive at the address set forth below under his
signature; provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secre-
tary of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only
upon receipt.
(h) Section headings in this Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
(i) Failure to insist upon strict compliance with
any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall
any waiver or relinquishment of, or failure to insist upon strict
compliance with, any right or power hereunder at any one or more
times be deemed a waiver or relinquishment of such right or power
at any other time or times.
(j) This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.
11. Resolution of Disputes. Any dispute or
controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators in Las Vegas, Nevada in accordance
with the rules of the American Arbitration Association then in
effect. The Company and Executive hereby agree that the
arbitrator will not have the authority to award punitive damages,
damages for emotional distress or any other damages that are not
contractual in nature. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided,
however, that the Company shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the provisions of
Section 6, and Executive consents that such restraining order or
injunction may be granted without the necessity of the Company's
posting any bond except to the extent otherwise required by
applicable law. The expense of such arbitration shall be borne
by the Company.
12. Attorneys' Fees. Should either party hereto or
their successors retain counsel for the purpose of enforcing, or
preventing the breach of, any provision hereof, including, but
not limited to, by instituting any action or proceeding in
arbitration or a court to enforce any provision hereof or to
enjoin a breach of any provision of this Agreement, or for a
declaration of such party's rights or obligations under the
Agreement, or for any other remedy, whether in arbitration or in
a court of law, then the successful party shall be entitled to be
reimbursed by the other party for all costs and expenses incurred
thereby, including, but not limited to, reasonable fees and ex-
penses of attorneys and expert witnesses, including costs of
appeal. If such successful party shall recover judgment in any
such action or proceeding, such costs, expenses and fees may be
included in and as part of such judgment. The successful party
shall be the party who is entitled to recover his costs of suit,
whether or not the suit proceeds to final judgment. If no costs
are awarded, the successful party shall be determined by the
arbitrator or court, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
EXECUTIVE COMPANY
ANTONIO C. ALAMO CIRCUS CIRCUS ENTERPRISES,
INC.
By: By:
Title: Senior Vice President-Operations Title:
Address:
Exhibit 10(pp)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of
June, 1995, by and between Circus Circus Enterprises, Inc., a
Nevada corporation (the "Company") and Gregg H. Solomon
("Executive").
W I T N E S S E T H:
WHEREAS, Executive and the Company deem it to be in
their respective best interests to enter into an agreement
providing for the Company's employment of Executive pursuant to
the terms herein stated;
NOW, THEREFORE, in consideration of the premises and
the mutual promises and agreements contained herein, it is hereby
agreed as follows:
1. Effective Date. This Agreement shall be effective
as of the 1st day of June, 1995, which date shall be referred to
herein as the "Effective Date".
2. Position and Duties.
(a) The Company hereby employs Executive as its
Senior Vice President - Operations commencing as of the Effective
Date for the "Term of Employment" (as herein defined below). In
this capacity, Executive shall devote his best efforts and his
full business time and attention to the performance of the
services customarily incident to such offices and position and to
such other services of a senior executive nature as may be
reasonably requested by the Board of Directors (the "Board") of
the Company which may include services for one or more
subsidiaries or affiliates of the Company. Executive shall in
his capacity as an employee of the Company be responsible to and
obey the reasonable and lawful directives of the Board and of any
officers ("Supervising Officers") to whom he shall report.
(b) Executive shall devote his full time and
attention to such duties, except for sick leave, reasonable vaca-
tions, and excused leaves of absence as more particularly pro-
vided herein. Executive shall use his best efforts during the
Term of Employment to protect, encourage, and promote the inter-
ests of the Company.
3. Compensation.
(a) Base Salary. The Company shall pay to Execu-
tive during the Term of Employment a minimum salary at the rate
of four hundred thousand dollars ($400,000) per calendar year and
agrees that such salary shall be reviewed at least annually. Such
salary shall be payable in accordance with the Company's normal
payroll procedures. (Executive's annual salary, as set forth
above or as it may be increased from time to time as set forth
herein, shall be referred to hereinafter as "Base Salary.") At
no time during the Term of Employment shall Executive's Base
Salary be decreased from the amount of Base Salary then in
effect.
(b) Performance Bonus. In addition to the
compensation otherwise payable to Executive pursuant to this
Agreement, Executive shall be eligible to receive an annual bonus
("Bonus") pursuant to a performance bonus plan (the "Bonus Plan")
which shall be established by the Company for its senior
executive officers and which shall provide for bonus compensation
to be payable based upon the financial and other performance of
the Company and its senior executives. It is intended that the
Bonus Plan shall conform to the requirements applicable to
"qualified performance based compensation" under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code").
During the Term of Employment, Executive's targeted annual bonus
under the Bonus Plan shall not be less than 100% of Executive's
then current Base Salary.
(c) Long Term Incentive/Stock Options. Executive
has been granted a stock option to purchase the Company's common
stock as set forth in that certain Non-Qualified Stock Option
Certificate and Agreement dated as of March 19, 1995 and attached
hereto as Exhibit A.
4. Benefits. During the Term of Employment:
(a) Executive shall be eligible to participate in
any life, health and long-term disability insurance programs,
pension and retirement programs, stock option and other incentive
compensation programs, and other fringe benefit programs made
available to senior executive employees of the Company from time
to time, and Executive shall be entitled to receive such other
fringe benefits as may be granted to him from time to time by the
Company's Board of Directors.
(b) Executive shall be allowed vacations and
leaves of absence with pay on the same basis as other senior
executive employees of the Company.
(c) The Company shall reimburse Executive for
reasonable business expenses incurred in performing Executive's
duties and promoting the business of the Company, including, but
not limited to, reasonable entertainment expenses, travel and
lodging expenses, following presentation of documentation in
accordance with the Company's business expense reimbursement
policies.
(d) Executive shall be added as an additional
named insured under all liability insurance policies now in force
or hereafter obtained covering any officer or director of the
Company in his or her capacity as an officer or director. Compa-
ny shall indemnify Executive in his capacity as an officer or
director and hold him harmless from any cost, expense or liabil-
ity arising out of or relating to any acts or decisions made by
him on behalf of or in the course of performing services for the
Company (to the maximum extent provided by the Company's Bylaws
and applicable law).
5. Term; Termination of Employment. As used herein,
the phrase "Term of Employment" shall mean the period commencing
on the Effective Date and ending three (3) years from the
Effective Date, provided that as of the expiration date of each
of (i) the initial three (3) year Term of Employment and (ii) if
applicable, any Renewal Period (as defined below), the Term of
Employment shall automatically be extended for a one (1) year
period (each a "Renewal Period") unless either the Company or
Executive provides six (6) months' notice to the contrary.
Notwithstanding the foregoing, the Term of Employment shall
expire on the first to occur of the following:
(a) Termination by the Company Without Cause or
By Executive With Good Reason. Notwithstanding anything to the
contrary in this Agreement, whether express or implied, the
Company may, at any time, terminate Executive's employment for
any reason other than Cause (as defined below) by giving
Executive at least 60 days' prior written notice of the effective
date of termination. In the event Executive's employment
hereunder is terminated by the Company other than for Cause or by
Executive for Good Reason (as defined below), Executive shall be
entitled to receive (x) his Base Salary as he would have received
such amounts during the period commencing on the effective date
of such termination and ending on the later of (i) the expiration
of the Term of Employment or (ii) the date that is twelve (12)
months following the effective date of such termination (the
"Salary Continuation Period"), as if Executive were still em-
ployed hereunder during the Salary Continuation Period; (y) if it
has not previously been paid to Executive, any Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination; and (z) annual Bonuses during
the Salary Continuation Period in an amount equal to the product
of Executive's Base Salary on the effective date of such
termination and the minimum targeted bonus percentage specified
in Section 3(b), payable in the ordinary course and prorated, as
applicable, for any partial fiscal year of the Bonus Plan ending
on the final day of the Salary Continuation Period. In addition,
all of Executive's stock options with respect to the Company's
stock shall become immediately and fully exercisable. During the
Salary Continuation Period, Executive and his spouse and depen-
dents shall be entitled to continue to be covered by all group
medical, health and accident insurance or other such health care
arrangements in which Executive was a participant as of the date
of such termination, at the same coverage level and on the same
terms and conditions which applied immediately prior to the date
of Executive's termination of employment, until Executive obtains
alternative comparable coverage under another group plan, which
coverage does not contain any pre-existing condition exclusions
or limitations; provided, however, that if, as the result of the
termination of Executive's employment, Executive and/or his
otherwise eligible dependents or beneficiaries shall become
ineligible for benefits under any one or more of the Company's
benefit plans, the Company shall continue to provide Executive
and his eligible dependents or beneficiaries, through other
means, with benefits at a level at least equivalent to the level
of benefits for which Executive and his dependents and
beneficiaries were eligible under such plans immediately prior to
the date of Executive's termination of employment. At the
termination of the benefits coverage under the preceding
sentence, Executive and his spouse and dependents shall be
entitled to continuation coverage pursuant to Section 4980B of
the Internal Revenue Code of 1986, as amended, Sections 601-608
of the Employee Retirement Income Security Act of 1974, as
amended, and under any other applicable law, to the extent
required by such laws, as if Executive had terminated employment
with the Company on the date such benefits coverage terminates.
For purposes of this Agreement, "Good Reason" shall mean,
without the express written consent of Executive, the occurrence
of any of the following events unless such events are fully
corrected within 30 days following written notification by
Executive to the Company that he intends to terminate his
employment hereunder for one of the reasons set forth below:
i) a material breach by the Company of any
material provision of this Agreement;
ii) the Company's requiring Executive to be based
anywhere other than the metropolitan area
where he currently works and resides for a
period in excess of eighteen (18) months;
iii) the occurrence of a "Change in Control" as
defined below; or
iv) the Company's notifying Executive that it
does not consent to any automatic one-year
extension of the Term of Employment.
For purposes of this Agreement a "Change in Control" shall
mean an event as a result of which: (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act")), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than
50% of the total voting power of the voting stock of the Company;
(ii) the Company consolidates with, or merges with or into
another corporation or sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its assets
to any person, or any corporation consolidates with, or merges
with or into, the Company, in any such event pursuant to a trans-
action in which the outstanding voting stock of the Company is
changed into or exchanged for cash, securities or other property,
other than any such transaction where (A) the outstanding voting
stock of the Company is changed into or exchanged for (x) voting
stock of the surviving or transferee corporation or (y) cash,
securities (whether or not including voting stock) or other
property, and (B) the holders of the voting stock of the Company
immediately prior to such transaction own, directly or indi-
rectly, not less than 50% of the voting power of the voting stock
of the surviving corporation immediately after such transaction;
or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of the
Company (together with any new directors whose election by such
Board or whose nomination for election by the stockholders of the
Company was approved by a vote of 66-2/3% of the directors then
still in office who were either directors at the beginning of
such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of the Board of the Company then in office; or (iv) the
Company is liquidated or dissolved or adopts a plan of
liquidation, provided however that a Change in Control shall not
include any going private or leveraged buy-out transaction which
is sponsored by Executive or in which Executive acquires an
equity interest materially in excess of his equity interest in
the Company immediately prior to such transaction (each of the
events described in (i), (ii), (iii) or (iv) above, as provided
otherwise by the preceding clause being referred to herein as a
"Change in Control").
(b) Termination for Cause. The Company shall
have the right to terminate Executive's employment at any time
for Cause by giving Executive written notice of the effective
date of termination (which effective date may, except as
otherwise provided below, be the date of such notice). If the
Company terminates Executive's employment for Cause, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this or any other agreement and at law
or in equity.
For purposes of this Agreement only, Cause shall mean:
i) fraud, misappropriation, embezzlement, or
other act of material misconduct against the
Company or any of its affiliates;
ii) substantial and willful failure to perform
specific and lawful directives of the Board
or any Supervising Officer, as reasonably de-
termined by the Board;
iii) willful and knowing violation of any rules or
regulations of any governmental or regulatory
body, which is materially injurious to the
financial condition of the Company;
iv) conviction of or plea of guilty or nolo
contendere to a felony; or
v) Executive's loss of any personal gaming or
related regulatory approval or license
required to perform his duties under this
Agreement;
provided, however, that with regard to subparagraph ii) above,
Executive may not be terminated for Cause unless and until the
Board has given him reasonable written notice of its intended
actions and specifically describing the alleged events, activi-
ties or omissions giving rise thereto and with respect to those
events, activities or omissions for which a cure is possible, a
reasonable opportunity to cure such breach; and provided,
further, that for purposes of determining whether any such Cause
is present, no act or failure to act by Executive shall be
considered "willful" if done or omitted to be done by Executive
in good faith and in the reasonable belief that such act or
omission was in the best interest of the Company and/or required
by applicable law.
(c) Termination on Account of Death. In the
event of Executive's death while in the employ of the Company,
his employment hereunder shall terminate on the date of his death
and Executive shall be paid his unpaid Base Salary through the
date of termination and the amount of any unpaid Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination. In addition, any other bene-
fits payable on behalf of Executive shall be determined under the
Company's insurance and other compensation and benefit plans and
programs then in effect in accordance with the terms of such
programs.
(d) Voluntary Termination by Executive. In the
event that Executive's employment with the Company is voluntarily
terminated by Executive other than for Good Reason, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination, and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this Agreement or any other agreement
and at law or in equity. Executive shall give the Company at
least 30 days' advance written notice of his intention to
terminate his employment hereunder.
(e) Termination on Account of Disability. To the
extent not prohibited by The Americans With Disabilities Act of
1990 or Chapter 613 of the Nevada Revised Statutes, if, as a
result of Executive's incapacity due to physical or mental
illness (as determined in good faith by a physician acceptable to
the Company and Executive), Executive shall have been absent from
the full-time performance of his duties with the Company for 120
consecutive days during any twelve (12) month period or if a
physician acceptable to the Company advises the Company that it
is likely that Executive will be unable to return to the full-
time performance of his duties for 120 consecutive days during
the succeeding twelve (12) month period, his employment may be
terminated for "Disability." During any period that Executive
fails to perform his full-time duties with the Company as a
result of incapacity due to physical or mental illness, he shall
continue to receive his Base Salary, Bonus and other benefits
provided hereunder, together with all compensation payable to him
under the Company's disability plan or program or other similar
plan during such period, until Executive's employment hereunder
is terminated pursuant to this Section 5(e). Thereafter,
Executive's benefits shall be determined under the Company's
retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such
programs.
6. Confidential Information, Non-Solicitation and Non-
Competition.
(a) During the Term of Employment and for three
(3) years thereafter, Executive shall not, except as may be re-
quired to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company.
"Confidential Information" shall mean information about the
Company, its subsidiaries and affiliates, and their respective
clients and customers that is not available to the general public
and that was learned by Executive in the course of his employment
by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, and client
and customer lists and all papers, resumes, records (including
computer records) and the documents containing such Confidential
Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value
to the Company, and that such information gives the Company a
competitive advantage. Upon the termination of his employment
for any reason whatsoever, Executive shall promptly deliver to
the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.
(b) During the period that Executive is receiving
payments under this Agreement (which Executive may elect to
terminate at any time), Executive shall not, directly or
indirectly in any manner or capacity (e.g., as an advisor,
principal, agent, partner, officer, director, shareholder,
employee, member of any association or otherwise) engage in, work
for, consult, provide advice or assistance or otherwise
participate in any activity which is competitive with the
business of the Company in any geographic area in which the
Company is now or shall then be doing business. Executive
further agrees that during such period he will not assist or
encourage any other person in carrying out any activity that
would be prohibited by the foregoing provisions of this Section 6
if such activity were carried out by Executive and, in
particular, Executive agrees that he will not induce any employee
of the Company to carry out any such activity; provided, however,
that the "beneficial ownership" by Executive, either individually
or as a member of a "group," as such terms are used in Rule 13d
of the General Rules and Regulations under the Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement. It is further expressly agreed that the Company will
or would suffer irreparable injury if Executive were to compete
with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement and that the Company would by reason
of such competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and Executive further consents and
stipulates to the entry of such injunctive relief in such a court
prohibiting Executive from competing with the Company or any
subsidiary or affiliate of the Company in violation of this
Agreement.
(c) During the Term of Employment and for three
(3) years thereafter, Executive shall not, directly or
indirectly, influence or attempt to influence customers or
suppliers of the Company or any of its subsidiaries or
affiliates, to divert their business to any competitor of the
Company.
(d) Executive recognizes that he will possess
confidential information about other employees of the Company
relating to their education, experience, skills, abilities,
compensation and benefits, and interpersonal relationships with
customers of the Company. Executive recognizes that the
information he will possess about these other employees is not
generally known, is of substantial value to the Company in
developing its business and in securing and retaining customers,
and will be acquired by him because of his business position with
the Company. Executive agrees that, during the Term of
Employment, and for a period of three (3) years thereafter, he
will not, directly or indirectly, solicit or recruit any employee
of the Company for the purpose of being employed by him or by any
competitor of the Company on whose behalf he is acting as an
agent, representative or employee and that he will not convey any
such confidential information or trade secrets about other
employees of the Company to any other person.
(e) If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 6
is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended
by the court to render it enforceable to the maximum extent
permitted by the law of that state.
7. No Offset - No Mitigation. Executive shall not be
required to mitigate damages under this Agreement by seeking
other comparable employment. The amount of any payment or bene-
fit provided for in this Agreement, including welfare benefits,
shall not be reduced by any compensation or benefits earned by or
provided to him as the result of employment by another employer,
except as provided otherwise in Section 5(a) with respect to
health and insurance benefits provided during the Salary
Continuation Period.
8. Designated Beneficiary. In the event of the death
of Executive while in the employ of the Company, or at any time
thereafter during which amounts remain payable to Executive under
Section 5, such payments (other than the right to continuation of
welfare benefits) shall thereafter be made to such person or
persons as Executive may specifically designate (successively or
contingently) to receive payments under this Agreement following
Executive's death by filing a written beneficiary designation
with the Company during Executive's lifetime. Such beneficiary
designation shall be in such form as may be prescribed by the
Company and may be amended from time to time or may be revoked by
Executive pursuant to written instruments filed with the Company
during his lifetime. Beneficiaries designated by Executive may
be any natural or legal person or persons, including a fiduciary,
such as a trustee or a trust or the legal representative of an
estate. Unless otherwise provided by the beneficiary designation
filed by Executive, if all of the persons so designated die
before Executive on the occurrence of a contingency not contem-
plated in such beneficiary designation, then the amounts payable
under this Agreement shall be paid to Executive's estate.
9. Taxes. All payments to be made to Executive under
this Agreement will be subject to any applicable withholding of
federal, state and local income and employment taxes.
10. Miscellaneous. This Agreement shall also be
subject to the following miscellaneous considerations:
(a) Executive and the Company each represent and
warrant to the other that he or it has the authorization, power
and right to deliver, execute, and fully perform his or its
obligations under this Agreement in accordance with its terms.
(b) This Agreement contains a complete statement
of all the arrangements between the parties with respect to
Executive's employment by the Company, this Agreement supersedes
all prior and existing negotiations and agreements between the
parties concerning Executive's employment, and this Agreement can
only be changed or modified pursuant to a written instrument duly
executed by each of the parties hereto.
(c) If any provision of this Agreement or any
portion thereof is declared invalid, illegal, or incapable of
being enforced by any court of competent jurisdiction, the
remainder of such provisions and all of the remaining provisions
of this Agreement shall continue in full force and effect.
(d) This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Nevada, except to the extent governed by federal law.
(e) The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint
venture in which the Company has an interest, or any successor
(whether by merger, consolidation, purchase or otherwise) to all
or substantially all of the stock, assets or business of the
Company and this Agreement shall be binding upon and inure to the
benefit of such successors and assigns. Except as expressly pro-
vided herein, Executive may not sell, transfer, assign, or pledge
any of his rights or interests pursuant to this Agreement.
(f) Any rights of Executive hereunder shall be in
addition to any rights Executive may otherwise have under benefit
plans, agreements, or arrangements of the Company to which he is
a party or in which he is a participant, including, but not
limited to, any Company-sponsored employee benefit plans. Provi-
sions of this Agreement shall not in any way abrogate Executive's
rights under such other plans, agreements, or arrangements.
(g) For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the
named Executive at the address set forth below under his
signature; provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secre-
tary of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only
upon receipt.
(h) Section headings in this Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
(i) Failure to insist upon strict compliance with
any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall
any waiver or relinquishment of, or failure to insist upon strict
compliance with, any right or power hereunder at any one or more
times be deemed a waiver or relinquishment of such right or power
at any other time or times.
(j) This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.
11. Resolution of Disputes. Any dispute or
controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators in Las Vegas, Nevada in accordance
with the rules of the American Arbitration Association then in
effect. The Company and Executive hereby agree that the
arbitrator will not have the authority to award punitive damages,
damages for emotional distress or any other damages that are not
contractual in nature. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided,
however, that the Company shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the provisions of
Section 6, and Executive consents that such restraining order or
injunction may be granted without the necessity of the Company's
posting any bond except to the extent otherwise required by
applicable law. The expense of such arbitration shall be borne
by the Company.
12. Attorneys' Fees. Should either party hereto or
their successors retain counsel for the purpose of enforcing, or
preventing the breach of, any provision hereof, including, but
not limited to, by instituting any action or proceeding in
arbitration or a court to enforce any provision hereof or to
enjoin a breach of any provision of this Agreement, or for a
declaration of such party's rights or obligations under the
Agreement, or for any other remedy, whether in arbitration or in
a court of law, then the successful party shall be entitled to be
reimbursed by the other party for all costs and expenses incurred
thereby, including, but not limited to, reasonable fees and ex-
penses of attorneys and expert witnesses, including costs of
appeal. If such successful party shall recover judgment in any
such action or proceeding, such costs, expenses and fees may be
included in and as part of such judgment. The successful party
shall be the party who is entitled to recover his costs of suit,
whether or not the suit proceeds to final judgment. If no costs
are awarded, the successful party shall be determined by the
arbitrator or court, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
EXECUTIVE COMPANY
GREGG H. SOLOMON CIRCUS CIRCUS ENTERPRISES, INC.
By: By:
Title: Senior Vice President - Operations Title:
Address:
Exhibit 10(qq)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of
June, 1995, by and between Circus Circus Enterprises, Inc., a
Nevada corporation (the "Company") and Daniel N. Copp
("Executive").
W I T N E S S E T H:
WHEREAS, Executive and the Company deem it to be in
their respective best interests to enter into an agreement
providing for the Company's employment of Executive pursuant to
the terms herein stated;
NOW, THEREFORE, in consideration of the premises and
the mutual promises and agreements contained herein, it is hereby
agreed as follows:
1. Effective Date. This Agreement shall be effective
as of the 1st day of June, 1995, which date shall be referred to
herein as the "Effective Date".
2. Position and Duties.
(a) The Company hereby employs Executive as its
Senior Vice President-Corporate Communications commencing as of
the Effective Date for the "Term of Employment" (as herein de-
fined below). In this capacity, Executive shall devote his best
efforts and his full business time and attention to the
performance of the services customarily incident to such offices
and position and to such other services of a senior executive
nature as may be reasonably requested by the Board of Directors
(the "Board") of the Company which may include services for one
or more subsidiaries or affiliates of the Company. Executive
shall in his capacity as an employee and officer of the Company
be responsible to and obey the reasonable and lawful directives
of the Board and of any officers ("Supervising Officers") to whom
he shall report.
(b) Executive shall devote his full time and
attention to such duties, except for sick leave, reasonable vaca-
tions, and excused leaves of absence as more particularly pro-
vided herein. Executive shall use his best efforts during the
Term of Employment to protect, encourage, and promote the inter-
ests of the Company.
3. Compensation.
(a) Base Salary. The Company shall pay to Execu-
tive during the Term of Employment a minimum salary at the rate
of two hundred thousand dollars ($200,000) per calendar year and
agrees that such salary shall be reviewed at least annually. Such
salary shall be payable in accordance with the Company's normal
payroll procedures. (Executive's annual salary, as set forth
above or as it may be increased from time to time as set forth
herein, shall be referred to hereinafter as "Base Salary.") At
no time during the Term of Employment shall Executive's Base
Salary be decreased from the amount of Base Salary then in
effect.
(b) Performance Bonus. In addition to the
compensation otherwise payable to Executive pursuant to this
Agreement, Executive shall be eligible to receive an annual bonus
("Bonus") pursuant to a performance bonus plan (the "Bonus Plan")
which shall be established by the Company for its senior
executive officers and which shall provide for bonus compensation
to be payable based upon the financial and other performance of
the Company and its senior executives. It is intended that the
Bonus Plan shall conform to the requirements applicable to
"qualified performance based compensation" under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code").
During the Term of Employment, Executive's targeted annual bonus
under the Bonus Plan shall not be less than 100% of Executive's
then current Base Salary. A minimum of 50% of Executive's
targeted annual bonus under the Bonus Plan shall be guaranteed
for the first year of the Term of Employment.
4. Benefits. During the Term of Employment:
(a) Executive shall be eligible to participate in
any life, health and long-term disability insurance programs,
pension and retirement programs, stock option and other incentive
compensation programs, and other fringe benefit programs made
available to senior executive employees of the Company from time
to time, and Executive shall be entitled to receive such other
fringe benefits as may be granted to him from time to time by the
Company's Board of Directors.
(b) Executive shall be allowed vacations and
leaves of absence with pay on the same basis as other senior
executive employees of the Company.
(c) The Company shall reimburse Executive for
reasonable business expenses incurred in performing Executive's
duties and promoting the business of the Company, including, but
not limited to, reasonable entertainment expenses, travel and
lodging expenses, following presentation of documentation in
accordance with the Company's business expense reimbursement
policies.
(d) Executive shall be added as an additional
named insured under all liability insurance policies now in force
or hereafter obtained covering any officer or director of the
Company in his or her capacity as an officer or director. Compa-
ny shall indemnify Executive in his capacity as an officer or
director and hold him harmless from any cost, expense or liabil-
ity arising out of or relating to any acts or decisions made by
him on behalf of or in the course of performing services for the
Company (to the maximum extent provided by the Company's Bylaws
and applicable law).
5. Term; Termination of Employment. As used herein,
the phrase "Term of Employment" shall mean the period commencing
on the Effective Date and ending three (3) years from the
Effective Date, provided that as of the expiration date of each
of (i) the initial three (3) year Term of Employment and (ii) if
applicable, any Renewal Period (as defined below), the Term of
Employment shall automatically be extended for a one (1) year
period (each a "Renewal Period") unless either the Company or
Executive provides six (6) months' notice to the contrary.
Notwithstanding the foregoing, the Term of Employment shall
expire on the first to occur of the following:
(a) Termination by the Company Without Cause or
By Executive With Good Reason. Notwithstanding anything to the
contrary in this Agreement, whether express or implied, the
Company may, at any time, terminate Executive's employment for
any reason other than Cause (as defined below) by giving
Executive at least 60 days' prior written notice of the effective
date of termination. In the event Executive's employment
hereunder is terminated by the Company other than for Cause or by
Executive for Good Reason (as defined below), Executive shall be
entitled to receive (x) his Base Salary as he would have received
such amounts during the period commencing on the effective date
of such termination and ending on the later of (i) the expiration
of the Term of Employment or (ii) the date that is twelve (12)
months following the effective date of such termination (the
"Salary Continuation Period"), as if Executive were still em-
ployed hereunder during the Salary Continuation Period; (y) if it
has not previously been paid to Executive, any Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination; and (z) annual Bonuses during
the Salary Continuation Period in an amount equal to the product
of Executive's Base Salary on the effective date of such
termination and the minimum targeted bonus percentage specified
in Section 3(b), payable in the ordinary course and prorated, as
applicable, for any partial fiscal year of the Bonus Plan ending
on the final day of the Salary Continuation Period. In addition,
all of Executive's stock options with respect to the Company's
stock shall become immediately and fully exercisable. During the
Salary Continuation Period, Executive and his spouse and depen-
dents shall be entitled to continue to be covered by all group
medical, health and accident insurance or other such health care
arrangements in which Executive was a participant as of the date
of such termination, at the same coverage level and on the same
terms and conditions which applied immediately prior to the date
of Executive's termination of employment, until Executive obtains
alternative comparable coverage under another group plan, which
coverage does not contain any pre-existing condition exclusions
or limitations; provided, however, that if, as the result of the
termination of Executive's employment, Executive and/or his
otherwise eligible dependents or beneficiaries shall become
ineligible for benefits under any one or more of the Company's
benefit plans, the Company shall continue to provide Executive
and his eligible dependents or beneficiaries, through other
means, with benefits at a level at least equivalent to the level
of benefits for which Executive and his dependents and
beneficiaries were eligible under such plans immediately prior to
the date of Executive's termination of employment. At the
termination of the benefits coverage under the preceding
sentence, Executive and his spouse and dependents shall be
entitled to continuation coverage pursuant to Section 4980B of
the Internal Revenue Code of 1986, as amended, Sections 601-608
of the Employee Retirement Income Security Act of 1974, as
amended, and under any other applicable law, to the extent
required by such laws, as if Executive had terminated employment
with the Company on the date such benefits coverage terminates.
For purposes of this Agreement, "Good Reason" shall mean,
without the express written consent of Executive, the occurrence
of any of the following events unless such events are fully
corrected within 30 days following written notification by
Executive to the Company that he intends to terminate his
employment hereunder for one of the reasons set forth below:
i) a material breach by the Company of any
material provision of this Agreement;
ii) the Company's requiring Executive to be based
anywhere other than the metropolitan area
where he currently works and resides for a
period in excess of eighteen (18) months;
iii) the occurrence of a "Change in Control" as
defined below; or
(iv) the Company's notifying Executive that it
does not consent to any automatic one-year
extension of the Term of Employment.
For purposes of this Agreement a "Change in Control" shall
mean an event as a result of which: (i) any "person" (as such
term is used in Sections 13(d) and 14(d) of the Securities and
Exchange Act of 1934 (the "Exchange Act")), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to
acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than
50% of the total voting power of the voting stock of the Company;
(ii) the Company consolidates with, or merges with or into
another corporation or sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of its assets
to any person, or any corporation consolidates with, or merges
with or into, the Company, in any such event pursuant to a trans-
action in which the outstanding voting stock of the Company is
changed into or exchanged for cash, securities or other property,
other than any such transaction where (A) the outstanding voting
stock of the Company is changed into or exchanged for (x) voting
stock of the surviving or transferee corporation or (y) cash,
securities (whether or not including voting stock) or other
property, and (B) the holders of the voting stock of the Company
immediately prior to such transaction own, directly or indi-
rectly, not less than 50% of the voting power of the voting stock
of the surviving corporation immediately after such transaction;
or (iii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of the
Company (together with any new directors whose election by such
Board or whose nomination for election by the stockholders of the
Company was approved by a vote of 66-2/3% of the directors then
still in office who were either directors at the beginning of
such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of the Board of the Company then in office; or (iv) the
Company is liquidated or dissolved or adopts a plan of
liquidation, provided however that a Change in Control shall not
include any going private or leveraged buy-out transaction which
is sponsored by Executive or in which Executive acquires an
equity interest materially in excess of his equity interest in
the Company immediately prior to such transaction (each of the
events described in (i), (ii), (iii) or (iv) above, as provided
otherwise by the preceding clause being referred to herein as a
"Change in Control").
(b) Termination for Cause. The Company shall
have the right to terminate Executive's employment at any time
for Cause by giving Executive written notice of the effective
date of termination (which effective date may, except as
otherwise provided below, be the date of such notice). If the
Company terminates Executive's employment for Cause, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this or any other agreement and at law
or in equity.
For purposes of this Agreement only, Cause shall mean:
i) fraud, misappropriation, embezzlement, or
other act of material misconduct against the
Company or any of its affiliates;
ii) substantial and willful failure to perform
specific and lawful directives of the Board
or any Supervising Officer, as reasonably de-
termined by the Board;
iii) willful and knowing violation of any rules or
regulations of any governmental or regulatory
body, which is materially injurious to the
financial condition of the Company;
iv) conviction of or plea of guilty or nolo
contendere to a felony; or
v) Executive's loss of any personal gaming or
related regulatory approval or license
required to perform his duties under this
Agreement;
provided, however, that with regard to subparagraph ii) above,
Executive may not be terminated for Cause unless and until the
Board has given him reasonable written notice of its intended
actions and specifically describing the alleged events, activi-
ties or omissions giving rise thereto and with respect to those
events, activities or omissions for which a cure is possible, a
reasonable opportunity to cure such breach; and provided,
further, that for purposes of determining whether any such Cause
is present, no act or failure to act by Executive shall be
considered "willful" if done or omitted to be done by Executive
in good faith and in the reasonable belief that such act or
omission was in the best interest of the Company and/or required
by applicable law.
(c) Termination on Account of Death. In the
event of Executive's death while in the employ of the Company,
his employment hereunder shall terminate on the date of his death
and Executive shall be paid his unpaid Base Salary through the
date of termination and the amount of any unpaid Bonus to which
Executive had become entitled under the Bonus Plan prior to the
effective date of such termination. In addition, any other bene-
fits payable on behalf of Executive shall be determined under the
Company's insurance and other compensation and benefit plans and
programs then in effect in accordance with the terms of such
programs.
(d) Voluntary Termination by Executive. In the
event that Executive's employment with the Company is voluntarily
terminated by Executive other than for Good Reason, Executive
shall be paid his unpaid Base Salary through the date of
termination and the amount of any unpaid Bonus to which Executive
had become entitled under the Bonus Plan prior to the effective
date of such termination, and the Company shall have no further
obligation hereunder from and after the effective date of
termination and the Company shall have all other rights and
remedies available under this Agreement or any other agreement
and at law or in equity. Executive shall give the Company at
least 30 days' advance written notice of his intention to
terminate his employment hereunder.
(e) Termination on Account of Disability. To the
extent not prohibited by The Americans With Disabilities Act of
1990 or Chapter 613 of the Nevada Revised Statutes, if, as a
result of Executive's incapacity due to physical or mental
illness (as determined in good faith by a physician acceptable to
the Company and Executive), Executive shall have been absent from
the full-time performance of his duties with the Company for 120
consecutive days during any twelve (12) month period or if a
physician acceptable to the Company advises the Company that it
is likely that Executive will be unable to return to the full-
time performance of his duties for 120 consecutive days during
the succeeding twelve (12) month period, his employment may be
terminated for "Disability." During any period that Executive
fails to perform his full-time duties with the Company as a
result of incapacity due to physical or mental illness, he shall
continue to receive his Base Salary, Bonus and other benefits
provided hereunder, together with all compensation payable to him
under the Company's disability plan or program or other similar
plan during such period, until Executive's employment hereunder
is terminated pursuant to this Section 5(e). Thereafter,
Executive's benefits shall be determined under the Company's
retirement, insurance, and other compensation and benefit plans
and programs then in effect, in accordance with the terms of such
programs.
6. Confidential Information, Non-Solicitation and Non-
Competition.
(a) During the Term of Employment and for three
(3) years thereafter, Executive shall not, except as may be re-
quired to perform his duties hereunder or as required by
applicable law, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company.
"Confidential Information" shall mean information about the
Company, its subsidiaries and affiliates, and their respective
clients and customers that is not available to the general public
and that was learned by Executive in the course of his employment
by the Company, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information, and client
and customer lists and all papers, resumes, records (including
computer records) and the documents containing such Confidential
Information. Executive acknowledges that such Confidential
Information is specialized, unique in nature and of great value
to the Company, and that such information gives the Company a
competitive advantage. Upon the termination of his employment
for any reason whatsoever, Executive shall promptly deliver to
the Company all documents, computer tapes and disks (and all
copies thereof) containing any Confidential Information.
(b) During the period that Executive is receiving
payments under this Agreement (which Executive may elect to
terminate at any time), Executive shall not, directly or
indirectly in any manner or capacity (e.g., as an advisor,
principal, agent, partner, officer, director, shareholder,
employee, member of any association or otherwise) engage in, work
for, consult, provide advice or assistance or otherwise
participate in any activity which is competitive with the
business of the Company in any geographic area in which the
Company is now or shall then be doing business. Executive
further agrees that during such period he will not assist or
encourage any other person in carrying out any activity that
would be prohibited by the foregoing provisions of this Section 6
if such activity were carried out by Executive and, in
particular, Executive agrees that he will not induce any employee
of the Company to carry out any such activity; provided, however,
that the "beneficial ownership" by Executive, either individually
or as a member of a "group," as such terms are used in Rule 13d
of the General Rules and Regulations under the Exchange Act, of
not more than five percent (5%) of the voting stock of any
publicly held corporation shall not be a violation of this
Agreement. It is further expressly agreed that the Company will
or would suffer irreparable injury if Executive were to compete
with the Company or any subsidiary or affiliate of the Company in
violation of this Agreement and that the Company would by reason
of such competition be entitled to injunctive relief in a court
of appropriate jurisdiction, and Executive further consents and
stipulates to the entry of such injunctive relief in such a court
prohibiting Executive from competing with the Company or any
subsidiary or affiliate of the Company in violation of this
Agreement.
(c) During the Term of Employment and for three
(3) years thereafter, Executive shall not, directly or
indirectly, influence or attempt to influence customers or
suppliers of the Company or any of its subsidiaries or
affiliates, to divert their business to any competitor of the
Company.
(d) Executive recognizes that he will possess
confidential information about other employees of the Company
relating to their education, experience, skills, abilities,
compensation and benefits, and interpersonal relationships with
customers of the Company. Executive recognizes that the
information he will possess about these other employees is not
generally known, is of substantial value to the Company in
developing its business and in securing and retaining customers,
and will be acquired by him because of his business position with
the Company. Executive agrees that, during the Term of
Employment, and for a period of three (3) years thereafter, he
will not, directly or indirectly, solicit or recruit any employee
of the Company for the purpose of being employed by him or by any
competitor of the Company on whose behalf he is acting as an
agent, representative or employee and that he will not convey any
such confidential information or trade secrets about other
employees of the Company to any other person.
(e) If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 6
is excessive in duration or scope or is unreasonable or
unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended
by the court to render it enforceable to the maximum extent
permitted by the law of that state.
7. No Offset - No Mitigation. Executive shall not be
required to mitigate damages under this Agreement by seeking
other comparable employment. The amount of any payment or bene-
fit provided for in this Agreement, including welfare benefits,
shall not be reduced by any compensation or benefits earned by or
provided to him as the result of employment by another employer,
except as provided otherwise in Section 5(a) with respect to
health and insurance benefits provided during the Salary
Continuation Period.
8. Designated Beneficiary. In the event of the death
of Executive while in the employ of the Company, or at any time
thereafter during which amounts remain payable to Executive under
Section 5, such payments (other than the right to continuation of
welfare benefits) shall thereafter be made to such person or
persons as Executive may specifically designate (successively or
contingently) to receive payments under this Agreement following
Executive's death by filing a written beneficiary designation
with the Company during Executive's lifetime. Such beneficiary
designation shall be in such form as may be prescribed by the
Company and may be amended from time to time or may be revoked by
Executive pursuant to written instruments filed with the Company
during his lifetime. Beneficiaries designated by Executive may
be any natural or legal person or persons, including a fiduciary,
such as a trustee or a trust or the legal representative of an
estate. Unless otherwise provided by the beneficiary designation
filed by Executive, if all of the persons so designated die
before Executive on the occurrence of a contingency not contem-
plated in such beneficiary designation, then the amounts payable
under this Agreement shall be paid to Executive's estate.
9. Taxes. All payments to be made to Executive under
this Agreement will be subject to any applicable withholding of
federal, state and local income and employment taxes.
10. Miscellaneous. This Agreement shall also be
subject to the following miscellaneous considerations:
(a) Executive and the Company each represent and
warrant to the other that he or it has the authorization, power
and right to deliver, execute, and fully perform his or its
obligations under this Agreement in accordance with its terms.
(b) This Agreement contains a complete statement
of all the arrangements between the parties with respect to
Executive's employment by the Company, this Agreement supersedes
all prior and existing negotiations and agreements between the
parties concerning Executive's employment, and this Agreement can
only be changed or modified pursuant to a written instrument duly
executed by each of the parties hereto.
(c) If any provision of this Agreement or any
portion thereof is declared invalid, illegal, or incapable of
being enforced by any court of competent jurisdiction, the
remainder of such provisions and all of the remaining provisions
of this Agreement shall continue in full force and effect.
(d) This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Nevada, except to the extent governed by federal law.
(e) The Company may assign this Agreement to any
direct or indirect subsidiary or parent of the Company or joint
venture in which the Company has an interest, or any successor
(whether by merger, consolidation, purchase or otherwise) to all
or substantially all of the stock, assets or business of the
Company and this Agreement shall be binding upon and inure to the
benefit of such successors and assigns. Except as expressly pro-
vided herein, Executive may not sell, transfer, assign, or pledge
any of his rights or interests pursuant to this Agreement.
(f) Any rights of Executive hereunder shall be in
addition to any rights Executive may otherwise have under benefit
plans, agreements, or arrangements of the Company to which he is
a party or in which he is a participant, including, but not
limited to, any Company-sponsored employee benefit plans. Provi-
sions of this Agreement shall not in any way abrogate Executive's
rights under such other plans, agreements, or arrangements.
(g) For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified or registered
mail, return receipt requested, postage prepaid, addressed to the
named Executive at the address set forth below under his
signature; provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secre-
tary of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only
upon receipt.
(h) Section headings in this Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
(i) Failure to insist upon strict compliance with
any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall
any waiver or relinquishment of, or failure to insist upon strict
compliance with, any right or power hereunder at any one or more
times be deemed a waiver or relinquishment of such right or power
at any other time or times.
(j) This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same
instrument.
11. Resolution of Disputes. Any dispute or
controversy arising under or in connection with this Agreement
shall be settled exclusively by arbitration, conducted before a
panel of three arbitrators in Las Vegas, Nevada in accordance
with the rules of the American Arbitration Association then in
effect. The Company and Executive hereby agree that the
arbitrator will not have the authority to award punitive damages,
damages for emotional distress or any other damages that are not
contractual in nature. Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided,
however, that the Company shall be entitled to seek a restraining
order or injunction in any court of competent jurisdiction to
prevent any continuation of any violation of the provisions of
Section 6, and Executive consents that such restraining order or
injunction may be granted without the necessity of the Company's
posting any bond except to the extent otherwise required by
applicable law. The expense of such arbitration shall be borne
by the Company.
12. Attorneys' Fees. Should either party hereto or
their successors retain counsel for the purpose of enforcing, or
preventing the breach of, any provision hereof, including, but
not limited to, by instituting any action or proceeding in
arbitration or a court to enforce any provision hereof or to
enjoin a breach of any provision of this Agreement, or for a
declaration of such party's rights or obligations under the
Agreement, or for any other remedy, whether in arbitration or in
a court of law, then the successful party shall be entitled to be
reimbursed by the other party for all costs and expenses incurred
thereby, including, but not limited to, reasonable fees and ex-
penses of attorneys and expert witnesses, including costs of
appeal. If such successful party shall recover judgment in any
such action or proceeding, such costs, expenses and fees may be
included in and as part of such judgment. The successful party
shall be the party who is entitled to recover his costs of suit,
whether or not the suit proceeds to final judgment. If no costs
are awarded, the successful party shall be determined by the
arbitrator or court, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
EXECUTIVE COMPANY
DANIEL N. COPP CIRCUS CIRCUS ENTERPRISES,
INC.
By: By:
Title: Senior Vice President-Corporate Title:
Communications
Address:
Exhibit 10(rr)
AGREEMENT
THIS AGREEMENT by and between CIRCUS CIRCUS ENTERPRISES, INC.,
a Nevada corporation (hereinafter, the "Company"), and DANIEL N.
COPP (hereinafter, "COPP") is entered into this 15 day of April,
1996.
WHEREAS, COPP desires to tender his resignation as Senior Vice
President, and from all other positions with the Company or its
subsidiaries, in anticipation of his termination of employment with
the Company; and
WHEREAS, COPP and the Company desire to enter into an
agreement providing for COPP to provide consultation to the Company
concerning such matters as the Chairman of the Board or his
designee may determine.
NOW, THEREFORE, for and in consideration of the mutual
agreements hereinafter set forth, the parties hereto agree as
follows:
1. COPP shall resign his position as Senior Vice President on
May 31, 1996. The Company and COPP agree that effective May 31,
1996, the Employment Agreement previously entered into by COPP and
the Company on June 1, 1995, shall terminate and be of no further
force and effect and that the terms and conditions of the
relationship between the parties shall thereafter be governed
solely by this Agreement. Beginning on June 1, 1996, COPP agrees
to provide consultation to the Company with respect to such matters
as the Chairman of the Board may determine until May 31, 1997, or
until COPP s earlier termination of employment as provided in this
Section 1 (such period of consultation being hereinafter referred
to as the "Term" and the date on which such period of consultation
ends being referred to as the "Termination Date"). Notwithstanding
any provision to the contrary, COPP shall be entitled to terminate
this Agreement by giving at least ten (10) days prior written
notice to the Company. Such notice shall be sent by certified or
registered mail, return receipt requested, and shall be addressed
to Circus Circus Enterprises, Inc., Attention: Mike Sloan, General
Counsel, 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109.
The Company agrees COPP shall receive his regular salary and
accrued bonus through May 31, 1996, payable at such time as bonuses
are generally paid for the second quarter of 1996.
2. In consideration for his services pursuant to this
Agreement, COPP shall be compensated during the Term at the same
rate as the salary and bonus payable pursuant to the Employment
Agreement entered into between the Company and COPP dated June 1,
1995, less such amounts as the Company shall deduct for applicable
federal and state withholding, income, payroll and other taxes.
3. During the Term, COPP shall be entitled to receive Company
paid or provided health and medical benefits at the level of
coverage available immediately prior to his resignation as Senior
Vice President of the Company, it being the intention of the
parties that the Company shall not be required to provide benefits
not currently available under the Company's existing insurance
program. The Company and COPP agree that upon the expiration of
the Term, COPP is entitled to receive certain benefits pursuant to
the federal law commonly known as COBRA, and COPP acknowledges that
it shall be his sole obligation to pay for such benefits following
the expiration of the Term (the "Termination Date"). COPP
acknowledges that his failure to make such payments in a timely
fashion may result in suspension or termination of such benefits.
4. Prior to the expiration of the Term, COPP shall be
entitled (I) to exercise such rights under any stock options held
by him on the date hereof in accordance with and subject to the
terms, conditions and limitations applicable to such options in
general, as determined by the Committee which administers the
plan(s) pursuant to which such options were granted, including any
right of reset as to price which may be provided to any other
holders of such options, (ii) to receive any benefits to which he
may be entitled pursuant to the Circus Circus Employees' Profit
Sharing, Investment and Employee Stock Ownership Plan (the "Plan")
in accordance with the terms and conditions of the Plan, and (iii)
to receive the benefits of any indemnification provisions under the
Company's By-Laws or otherwise provided by law applicable to his
service as an officer, director or employee of the Company or any
subsidiary of the Company through the Termination Date.
5. COPP represents and warrants to the Company that other
than as required in order to perform his duties pursuant to this
Agreement, he is not in possession of any documents containing the
Company's internal financial information, wage and salary
information, customer information, managerial reports, or other
information which is not available to the general public from the
Company's filings with the Securities and Exchange Commission.
6. In further consideration of the agreements and
undertakings of the Company pursuant hereto:
(a) COPP agrees that, until May 31, 1997 or the
Termination Date, whichever is later, he will not, without the
prior written consent of the Company (which may be granted or
withheld in the sole discretion of the Company), directly or
indirectly, as principal or as agent, officer, director, employee,
or otherwise, alone or in association with any other person or
entity, carry on, be engaged in, render services to, or own, share
in the earnings of, or invest in any person or entity engaged in
gaming within the State of Nevada provided, however, that this
subsection 6(a) shall not prohibit him from owning publicly traded
securities acquired for investment purposes, so long as the
securities of any class owned by him do not represent in excess of
5% of all the securities of such class then issued and outstanding
or from owning an interest in one or more restricted gaming
locations.
(b) Other than as required in order to perform his
duties pursuant to this Agreement, COPP shall not at any time
during the Term or at any time after the Termination Date disclose,
communicate or divulge to any person, or use for the direct or
indirect benefit of himself or any other person or entity, any
secret or confidential information of the Company made known to, or
learned or acquired by, him while an employee of the Company which
is a trade secret or proprietary to the Company (such as supplier
lists, proprietary computer programs, employee information and
relations, Project plans and financial information), unless and
until (I) such information shall have first become public knowledge
otherwise than by his violation of his duty of confidentiality to
the Company, or (ii) he is compelled to disclose such information
by order of a court of competent jurisdiction or by a state or
governmental body or agency having proper jurisdiction over such
matters. COPP further agrees that he shall promptly notify the
Chairman of the Board of the Company in writing of any proceeding
by any court or governmental body or agency pursuant to which he
may be required to disclose or otherwise divulge any information
otherwise prohibited by this subsection 6(b) promptly upon his
learning of such proceeding.
7. (a) In consideration of the agreements and undertakings
of the Company pursuant hereto, COPP hereby releases and forever
discharges the Company, its subsidiaries, and each of their
respective stockholders, agents, directors, officers, employees and
each such party's successors, heirs and assigns, from any and all
claims, demands, actions or causes of action of any and every kind
whatsoever, in law or in equity, known or unknown, whether existing
or claimed to exist, which he has, has had, or may hereafter have,
and which arise out of his employment or tenure with the Company or
any subsidiary of the Company in any capacity whatsoever (including
but not limited to any and all claims arising out of alleged
violations of any express or implied contracts, any covenant of
good faith and fair dealing, any tort, or any federal, state, or
municipal statute, regulation, or ordinance, including Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment
Act, and the Nevada Fair Employment Practices Act), other than any
such claim or cause of action based on the Company's breach of this
Agreement. COPP further covenants not to file suit on account of
any cause or claim waived or released by him pursuant to this
Section 7.
(b) In consideration of COPP's execution of this
Agreement and the promises of COPP contained herein, the Company
hereby releases and forever discharges COPP and his heirs and
assigns from any and all claims, demands, actions or causes of
action of any and every kind whatsoever, in law or in equity, known
or unknown, whether existing or claimed to exist, which the Company
has, has had or may hereafter have, and which arise out of COPP's
employment or tenure with the Company or any subsidiary of the
Company in any capacity whatsoever, except any such claim or cause
of action (I) arising out of any criminal or fraudulent act or
willful misconduct on the part of COPP, or (ii) based on COPP's
breach of any provision of this Agreement. The Company further
covenants not to file suit on account of any cause or claim waived
or released by the Company pursuant to this Section 7.
8. COPP declares and represents that no promise, inducement,
or agreement not herein expressed has been made to him, that this
Agreement contains the entire agreement between the parties hereto;
that the terms of this Agreement are contractual and not a mere
recital; and, that COPP is not only of legal age, but legally
competent to execute this Agreement and accepts full responsibility
therefor. For a period of sixty (60) days from the Termination
Date, COPP agrees to promptly execute any and all documents which
the Company may request in connection herewith and in furtherance
of this Agreement.
9. This Agreement is being executed by the parties in, and
shall be construed in accordance with the laws of, the State of
Nevada.
10. The Company and COPP have read the foregoing Agreement,
have had the opportunity to consider its terms and the opportunity
to consult with their respective counsel, understand all of its
terms, and do hereby execute it voluntarily and with full knowledge
of its significance. This Agreement shall be binding on the
parties hereto and their respective successors, heirs and assigns.
ATTEST: CIRCUS CIRCUS ENTERPRISES, INC.
a Nevada Corporation
_____________________________ By:____________________________
SECRETARY CLYDE T. TURNER
Chairman of the Board
WITNESS:
_____________________________ _______________________________
DANIEL N. COPP
Exhibit 10(ww)
FOURTH AMENDMENT TO
JOINT VENTURE AGREEMENT OF
ELGIN RIVERBOAT RESORT
This Fourth Amendment ( Amendment ) to Joint Venture Agreement
is made and entered into as of the 28th of February, 1996, by and
among Nevada Landing Partnership, an Illinois general partnership
( Nevada Group ), and RBG, L.P., an Illinois limited partnership
( Illinois Group ).
WITNESSETH:
WHEREAS, the Nevada Group and the Illinois Group (hereinafter
each sometimes referred to as Partner and collectively as
Partners ) have heretofore entered into that certain Joint Venture
Agreement dated as of December 18, 1992, as amended by that certain
First Amendment to Joint Venture Agreement dated July 15, 1993 and
that certain Second Amendment to Joint Venture Agreement dated as
of October 6, 1994, and that certain Second Amendment to Joint
Venture Agreement (in reality, the Third Amendment) dated as of
June 1, 1995, (hereinafter said Joint Venture Agreements as
amended, the Original Agreement ). All capitalized terms used
herein and not otherwise defined shall have the meanings set forth
in the Original Agreement;
WHEREAS, the Nevada Group desires, from time to time, to
appoint certain employees of the Nevada Group or its Affiliates to
devote essentially full time to the management of the Grand
Victoria Riverboat for the benefit of the Joint Venture and to
induce such employees to accept the appointments by retaining such
employees on the payroll of the Nevada Group, or its Affiliate, so
that the employee may continue to receive all the benefits of such
employment, including participation in health plans, retirement
plans and stock option plans, and in such circumstances, the Nevada
Group desires to be reimbursed by the Joint Venture for the out-of-
pocket compensation paid to such employee engaged in providing
services to the Joint Venture on a full-time basis; and
WHEREAS, the Partners desire to amend the Original Agreement
as hereinafter provided to permit such appointment of employees of
the Nevada Group and its Affiliates and to provide for the
reimbursement of the Nevada Group and its Affiliates for such
costs;
NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
Section 1. Reimbursement for Costs and Expenses.
1.1 Section 7.3 of the Original Agreement is hereby deleted
in its entirety and the following new Section 7.3 is substituted
therefor:
7.3 Reimbursement for Costs and Expenses. The Committee
shall fix the amounts, if any, by which the Joint Venture will
reimburse each Partner for all costs and expenses incurred by such
Partner on behalf and for the benefit of the Joint Venture;
provided, however, that no overhead or general administrative
expenses of either Partner or its Affiliates shall be allocated to
the operation of the Joint Venture, and no salaries, fees,
commission or other compensation shall be paid by the Joint Venture
to any Affiliate of any Partner or to any officer or employee of
either Partner or its Affiliates for any of the services rendered
to the Joint Venture except as may be provided by the Committee.
Notwithstanding the foregoing, a Partner or its Affiliate shall
promptly notify the Committee, and shall be reimbursed for the out-
of-pocket compensation (e.g. salary, bonus, direct cost of health
and retirement benefits, but not costs of any stock options) paid
to any employee of a Partner or its Affiliate who is engaged in
providing services to the Joint Venture on a full-time basis,
provided that the appointment of such employee has otherwise been
approved by the Committee, if required. The terms of any benefits
offered to such employees (including, without limitation, the terms
of any health, disability or retirement plans, or the terms of any
option grants) shall be determined solely by the Partner or
Affiliate which employs the employee, provided that both Partners
must approve the terms of any benefits if such benefits are, taken
as a whole, materially more favorable to the employee than those
offered to employees of the Partner of Affiliate with similar
duties.
Section 2. No Other Changes. Except as otherwise expressly
provided, all the terms and provisions of the Original Agreement
shall continue in full force and effect. In the event any of the
provisions of this Amendment shall be inconsistent, or be in
conflict, with any of the provisions of the Original Agreement, the
provisions of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
RBG, L.P., an Illinois limited partnership,
NEVADA LANDING
PARTNERSHIP,
by its general partner an Illinois general
partnership, by a
general partner thereof
By: HCCA CORPORATION, By: Gold Strike Investments,
Inc.,
a Delaware corporation a Nevada
corporation
By:________________________
By:_________________________
Richard L. Schulze, David R.
Belding,
Vice President President
Exhibit 10(fff)
AMENDMENT NO. 3 TO
JOINT VENTURE AGREEMENT OF
VICTORIA PARTNERS
This Amendment No. 3 to Joint Venture Agreement of Victoria
Partners (the Amendment ), dated as of February 28, 1996, is
entered into with reference to the Joint Venture Agreement of
Victoria Partners, dated as of December 9, 1994, as amended by
Amendment No. 1 thereto dated as of April 17, 1995, and Amendment
No. 2 thereto dated as of September 25, 1995 (as so amended, the
Joint Venture Agreement ), by and between MRGS Corp., a Nevada
corporation ( MR Sub ), and Gold Strike L.V., a Nevada general
partnership ( Gold Strike ). Capitalized terms used but not
defined in this Amendment are used with the meanings set forth for
such terms in the Joint Venture Agreement.
PREAMBLE
WHEREAS, MR Sub and Gold Strike desire to amend certain terms
and provisions of the Joint Venture Agreement as provided herein,
and in all other respects to confirm the terms and provisions of
the Joint Venture Agreement.
NOW, THEREFORE, MR Sub and Gold Strike agree as follows:
1. Amendment to Section 9.5. The following is hereby added
after the third and before the fourth sentences of Section 9.5 of
the Joint Venture Agreement:
The Managing Venturer may appoint, from time
to time, certain employees of the Managing
Venture or its Affiliates to devote
essentially full time to the management of the
Facility and retain such employees on its
payroll. In such event, the Joint Venture
shall reimburse the Managing Venturer or its
Affiliate for the out-of-pocket compensation
(e.g., salary, bonus, direct cost of health
and retirement benefit plans) paid to such
employee for performing services to the Joint
Venture on a full time basis. The terms of
any benefits offered to such an employee
(including, without limitation, health benefit
plans, retirement plans, stock option grants)
shall be in the sole discretion of the
Managing Venturer or its Affiliate.
2. Confirmation. In all other respects, the terms and
provisions of the Joint Venture Agreement are hereby confirmed and
shall remain unchanged and in full force and effect.
[Signature page to follow]
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
MRGS CORP., a Nevada corporation
By:______________________________
Daniel R. Lee
Chief Financial Officer
GOLD STRIKE L.V., a Nevada
general partnership
By: M.S.E. Investments, Incorporated,
a Nevada corporation,
Its: general partner
By:___________________________
Michael S. Ensign
President
Exhibit 10(ggg)
CONSULTING AGREEMENT
between
CIRCUS CIRCUS CASINOS, INC.
and
LAKEVIEW COMPANY<PAGE>
ARTICLE I - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . .1
1.1 Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2 Annual Consulting Fee. . . . . . . . . . . . . . . . . . . . . .1
1.3 Lakeview.. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.4 Circus . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.5 Commission . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.6 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.7 Effective Rate . . . . . . . . . . . . . . . . . . . . . . . . .2
1.8 Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . .2
1.9 General Manager. . . . . . . . . . . . . . . . . . . . . . . . .2
1.10 Impositions. . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.11 Insurance Requirements . . . . . . . . . . . . . . . . . . . . .2
1.12 Legal Requirements . . . . . . . . . . . . . . . . . . . . . . .2
1.13 Operating Accounts . . . . . . . . . . . . . . . . . . . . . . .3
1.14 Operating Year . . . . . . . . . . . . . . . . . . . . . . . . .3
1.15 Out-of-Pocket Costs. . . . . . . . . . . . . . . . . . . . . . .3
1.16 Resort . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
1.17 Resort Standard. . . . . . . . . . . . . . . . . . . . . . . . .3
1.18 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
1.19 Terminating Event. . . . . . . . . . . . . . . . . . . . . . . .3
ARTICLE II - Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
2.1 Initial Operating Term . . . . . . . . . . . . . . . . . . . . .3
ARTICLE III - Operation of the Resort. . . . . . . . . . . . . . . . . . .4
3.1 Use and Standard of Operation. . . . . . . . . . . . . . . . . .4
3.2 Personnel. . . . . . . . . . . . . . . . . . . . . . . . . . . .4
3.3 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . .5
3.4 Working Capital and Inventories. . . . . . . . . . . . . . . . .5
3.5 Lakeview to Bear All Operating Expenses. . . . . . . . . . . . .5
3.6 License, Permits and Other Documents . . . . . . . . . . . . . .6
ARTICLE IV - Repairs and Alterations . . . . . . . . . . . . . . . . . . .6
4.1 Repairs and Maintenance. . . . . . . . . . . . . . . . . . . . .6
4.2 Emergency Repairs. . . . . . . . . . . . . . . . . . . . . . . .6
ARTICLE V - Consulting Fee . . . . . . . . . . . . . . . . . . . . . . . .7
5.1 Annual Consulting Fee. . . . . . . . . . . . . . . . . . . . . .7
5.2 Time and Manner of Payment . . . . . . . . . . . . . . . . . . .7
ARTICLE VI - Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .7
6.1 Insurance to Be Maintained During Term . . . . . . . . . . . . .7
6.2 Endorsements . . . . . . . . . . . . . . . . . . . . . . . . . .8
6.3 Parties Insured. . . . . . . . . . . . . . . . . . . . . . . . .8
6.4 Waiver of Subrogation. . . . . . . . . . . . . . . . . . . . . .9
6.5 Blanket Insurance. . . . . . . . . . . . . . . . . . . . . . . .9
ARTICLE VII - Termination. . . . . . . . . . . . . . . . . . . . . . . . .9
7.1 Termination Based Upon Events of Default . . . . . . . . . . . .9
7.2 Certain Rights on Termination. . . . . . . . . . . . . . . . . 10
ARTICLE VIII - Right to Perform Covenants of Defaulting Party. . . . . . 11
ARTICLE IX - Destruction . . . . . . . . . . . . . . . . . . . . . . . . 11
9.1 Substantial Damages. . . . . . . . . . . . . . . . . . . . . . 11
9.2 Partial Damage . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE X - Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 12
10.1 Assignment by Circus. . . . . . . . . . . . . . . . . . . 12
ARTICLE XI - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 13
11.1 Approvals . . . . . . . . . . . . . . . . . . . . . . . . 13
11.2 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . 13
11.3 Successors and Assigns. . . . . . . . . . . . . . . . . . 13
11.4 Circus Right to Close Resort . . . . . . . . . . . . . . 13
11.5 Indemnification . . . . . . . . . . . . . . . . . . . . . 13
11.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 14
11.7 Amendments. . . . . . . . . . . . . . . . . . . . . . . . 14
11.8 Entire Agreement. . . . . . . . . . . . . . . . . . . . . 14
11.9 Applicable Law. . . . . . . . . . . . . . . . . . . . . . 14
11.10 Extensions for Force Majeure. . . . . . . . . . . . . . . 15
11.11 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . 15
11.13 Relationship. . . . . . . . . . . . . . . . . . . . . . . 15
11.14 Attorneys Fees . . . . . . . . . . . . . . . . . . . . . 15
11.15 Construction and Interpretation . . . . . . . . . . . . . 15
11.16 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 16
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ( Agreement ) is entered into as of
June 1, 1995 (the Effective Date ) between CIRCUS CIRCUS CASINOS,
INC., a Nevada corporation ( Circus ) and LAKEVIEW COMPANY, a
Nevada general partnership ( Lakeview ).
R E C I T A L S:
This Agreement is entered into upon the basis of the following
facts, understandings and intentions of the parties:
A. Capitalized terms used in these Recitals shall have the
meaning ascribed to them elsewhere in this Agreement.
B. Lakeview desires to secure and retain, and Circus is
prepared to provide to Lakeview, consulting services in the
management of the Resort for the account of Lakeview, all upon the
terms and conditions of this Agreement.
C. Lakeview and Circus desire to enter into this Agreement
and to set out their understandings with respect to the management
of the Resort.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and promises herein contained and the receipt of other
valuable consideration which is acknowledged, the parties hereto
agree as follows:
ARTICLE I
Definitions
This Agreement uses the following defined terms:
1.1 Affiliate. With respect to a specified person or entity,
any person or entity who directly or indirectly controls, is
controlled by, or is under common control with the specified person
or entity; provided, however, that for the purposes of this
Agreement, Lakeview shall not be deemed an Affiliate of Circus.
1.2 Annual Consulting Fee. As defined in Section 6.1.
1.3 Lakeview. As defined in the Preamble.
1.4 Circus. As defined in the Preamble.
1.5 Commission. The Nevada Gaming Commission and any other
governmental authorities with the responsibility of regulating and
licensing gaming activities in the State of Nevada.
1.6 Compensation. With respect to a specified person, such
person s salary (including payroll taxes) or other compensation,
including annual bonuses and fringe benefits payable to or with
respect to the employees of Circus or its Affiliates, prorated
where applicable to take into account the portion of such
employees time devoted or allocated to providing such services;
provided, however, that the term compensation shall not include
salaries or fringe benefits paid or payable to the executive
officers of Circus or its Affiliates.
1.7 Effective Rate. A rate of interest per annum of two
percent (2%) above the prime rate of Bank of America, N.T. & S.A.
on the date the determination is made, for its most creditworthy
commercial customers not to exceed, however, the highest rate of
interest then allowable under the usury laws of the State of
Nevada, as modified by any federal preemption, such rate of
interest to be determined as of the last business day of each month
included in any period for which interest is charged hereunder,
such adjustment to take effect on the first day of the succeeding
month.
1.8 Force Majeure. Strikes, lockouts, labor disputes, acts of
God, fire, flood, earthquake or other casualty, pestilence, war,
civil strike, riot, embargo, inability to procure or general
shortages of labor or materials in the open market, governmental
restrictions, emergency acts, or any other circumstances or cause
beyond the reasonable control of Lakeview or Circus, whichever
shall be applicable.
1.9 General Manager. The person employed or assigned to
manage the Resort.
1.10 Impositions. All taxes, assessments, water, sewer or
other rents, rates and charges, levies, license fees, permit fees,
inspection fees, and any other charges assessed or imposed on or
with respect to the Resort or the operations conducted at the
Resort.
1.11 Insurance Requirements. All terms of each insurance
policy and all orders, rules, regulations and other requirements of
the National Board of Fire Underwriters applicable to the Resort
(including any portion or department thereof) or the construction,
furnishing, equipping or operation thereof; but excluding
recommendations of the insurance carriers.
1.12 Legal Requirements. All laws, statutes, ordinances,
orders, rules, regulations, permits, licenses, authorizations,
directions and requirements of all government and governmental
authorities (including, without limitation, the Commission and all
appropriate alcoholic beverage control authorities) and public
utilities which now or hereafter may be applicable to the Resort
(including any portion or department thereof) or the construction,
furnishing, equipping or operation thereof or to Circus in its
performance of the Agreement.
1.13 Operating Accounts. As defined in Section 3.3.
1.14 Operating Year. Each fiscal year of Lakeview (January 1 -
December 31) included in the Term, except that the first Operating
Year shall commence as of the date hereof and shall end on December
31, 1995 , and the last Operating Year shall end on the last day of
the Term, unless sooner terminated pursuant to the provisions of
this Agreement.
1.15 Out-of-Pocket Costs. All reasonable out-of-pocket
expenses incurred by Circus or its Affiliates in connection with
any services rendered by Circus or its Affiliates, and reasonable
out-of-pocket costs incurred by employees of Circus or its
Affiliates in connection with any services rendered hereunder by
Circus or its Affiliates; provided, however, that the term Out-of-
Pocket shall not include the Compensation of executive officers of
Circus or its Affiliates.
1.16 Resort. The property commonly known as The Gold Strike
Inn and Casino near Boulder City, in the unincorporated area of
Clark County, Nevada.
1.17 Resort Standard. The operations of the Resort and the
repair and maintenance of the facilities constituting the Resort
shall be maintained in accordance with the following standard,
which is referred to herein as the Resort Standard : (i) with
respect to the maintenance and repair of the physical plant, the
standard shall be the level of condition, quality, and finish that
exists as of the date of this Agreement (subject only to Force
Majeure); and (ii) with respect to the operations of each element
of the Resort, consistent with the historic operation of the
Resort, and with the same diligence, quality and care, as Circus
currently operates its existing casino and hotel operations in
Nevada (without depletion of adequate levels of supplies,
inventory, and consumables to continue operations at the required
level) and without depleting supplies, inventories or consumables.
1.18 Term. As defined in Section 2.1.
1.19 Terminating Event. The date on which all of the
shareholders, executive officers and directors of the corporations
which are partners of Lakeview cease to be members of the Board of
Directors or executive officers of Circus Circus Enterprises, Inc.
or an Affiliate.
ARTICLE II
Term
2.1 Initial Operating Term. This Agreement shall commence on
June 1, 1995 and shall continue until a Terminating Event, or the
termination of this Agreement pursuant to any other provision
hereof.
ARTICLE III
Operation of the Resort
3.1 Use and Standard of Operation.
3.1.1 Circus shall provide executive level management
and direction to Lakeview, performing all of the functions and
providing all of the direction that would otherwise be provided at
a Circus property by management personnel above the levels of
General Manager and Controller. Lakeview shall use the Resort
solely for the operation of a casino and hotel business.
3.1.2 The Resort shall be operated as an independent
resort using the name Gold Strike Inn & Casino in such a manner
and organization that Lakeview, through its employees, is fully
staffed, trained and equipped to conduct all of the operations
necessary to operate the Resort to the Resort Standard, subject to
the executive level management services provided by Circus. Circus
shall use reasonable efforts to maintain this level of independent
operation of Lakeview such that at the end of the Term, Lakeview
shall be fully staffed, trained and equipped to continue the
operations of the Resort pursuant to the Resort Standard, needing
only alternative executive management to oversee and direct the
activities of the General Manager and the other employees of
Lakeview.
3.1.3 Notwithstanding anything in this Section 3.1 or
elsewhere in this Agreement to the contrary, Circus shall be
excused from its obligation to operate the Resort in conformity
with the Resort Standard: (i) to the extent and whenever Circus
shall be prevented from compliance with such standard by Force
Majeure; (ii) to the extent of any material breach by Lakeview of
any provision hereof which prevents compliance by Circus of any
provision hereof which prevents compliance with such standard;
(iii) to the extent and whenever there are insufficient funds of
Lakeview available for Circus to expend with respect to the Resort;
(iv) to the extent inconsistent with the direction of any director
or senior officer of Circus Circus Enterprises, Inc. or its
Affiliates, who holds a position with Lakeview or is a shareholder,
director or officer of a corporate partner of Lakeview, and (v) to
the extent required to comply with legal requirements.
3.2 Personnel.
3.2.1 Circus may, with the consent of Lakeview,
assign one or more of the employees of Circus or one of its
Affiliates to the Resort on a temporary basis. Lakeview shall
reimburse Circus for the Compensation and Out-of-Pocket Expenses of
such employees, which shall be reasonable for the services rendered
or to be rendered; provided, however, that Lakeview shall not be
liable to reimburse Circus for any Compensation given to the
executive officers of Circus or its Affiliates, whether or not they
render services to Lakeview, it being the agreement that the Annual
Consulting Fee is intended to provide compensation to Circus or its
Affiliates for the services rendered by its executive officers
pursuant to this Agreement.
3.2.2 Circus shall, as directed by Lakeview,
negotiate and make agreements with labor unions, if any employees
are union members.
3.3 Bank Accounts. Lakeview shall deposit all moneys advanced
by Lakeview as working capital in a bank or banks selected by
Lakeview, and in accounts bearing the name of Lakeview ( Operating
Accounts ). Lakeview shall deposit all moneys received from the
operations of the Resort in the Operating Accounts. The General
Manager and the shareholders of the corporate partners of Lakeview
shall have signing authority over the Operating Accounts. Funds in
the Operating Accounts shall be used to pay all costs and expenses
incurred in connection with the operation of the Resort including
all amounts required to perform Circus obligations hereunder and
all payments due to Circus for services performed under this Agreement.
3.4 Working Capital and Inventories. Lakeview shall be solely
responsible for providing sufficient funds, inventories and
supplies for the operation of the Resort. At all times, sufficient
funds shall be on hand in the Operating Accounts to assure the
timely payment of all costs and expenses incurred in connection
with opening, operation, maintenance and repair of the Resort
(including all fees, charges and reimbursements payable to Circus
and its Affiliates and their employees hereunder). Such working
capital shall include, without limitation, amounts sufficient to
satisfy applicable law and amounts sufficient for maintenance of
change and petty cash funds and operating bank accounts, payrolls,
prepaid expenses and funds required to maintain inventory,
operating supplies and operating equipment.
3.5 Lakeview to Bear All Operating Expenses. In performing
its duties hereunder during the Term, Circus shall act solely for
the account of and as agent of Lakeview. Subject to the terms and
conditions of this Agreement, all expenses incurred by Circus, its
Affiliates or their employees pursuant to this Agreement shall be
borne exclusively by Lakeview. Circus, its Affiliates or their
employees shall be reimbursed for all Compensation (except
Compensation of Circus executive officers) and Out-of-Pocket
Expenses reasonably incurred in rendering services to the Resort.
Circus, its Affiliates and their employees shall in no event be
required under this Agreement to advance any of its funds for the
operation of the Resort, nor shall Circus, any of its Affiliates or
their employees be required to incur any liability in connection
therewith unless Lakeview shall have furnished Circus with funds
necessary for the discharge thereof. Circus shall have the right,
but not the obligation: (i) to advance funds in payment of any
expenses of the Resort, capital expenditures or any other
expenditures which Lakeview is obligated to make pursuant to this
Agreement or (ii) to take any action on behalf of Lakeview which
Lakeview is obligated to take under this Agreement. If Circus pays
any amount out of its own funds or takes any such action under the
foregoing sentence, Lakeview shall repay Circus on demand all
amounts so expended, with interest thereon at the Effective Rate
from the date of expenditure by Circus to the date of repayment by
Lakeview. The obligation of Lakeview under this Section 3.5 shall
not be affected by any termination of this Agreement.
3.6 License, Permits and Other Documents. During the Term,
Lakeview shall make, execute and deliver any and all applications
and other documents and shall otherwise cooperate to the fullest
extent with Circus in applying for, obtaining and maintaining all
required approvals, licenses and permits applicable to (or in any
manner relating to) the Resort, the ownership and operation
thereof, or the operation conducted at the Resort. Lakeview shall
have the obligation during the Term to obtain and maintain all such
approvals, licenses and permits, and nothing contained herein shall
be construed to limit or diminish such obligation of Lakeview.
Lakeview shall also make, execute and deliver such agreements,
contracts, leases, applications, verifications, instruments and
other documents desirable or required in connection with the
operation of the Resort. Lakeview shall cooperate fully with
Circus, in connection with Circus exercise of the rights and
performance of the obligations set forth in this Article III.
ARTICLE IV
Repairs and Alterations
4.1 Repairs and Maintenance. Lakeview shall care for the
Resort in the same good order and condition and make all repairs
necessary in order to comply with the Resort Standard and keep the
Resort in the condition existing as of the commencement date of
this Agreement. Lakeview shall make all alterations required for
the proper maintenance and operation of the Resort in accordance
with the Resort Standard.
4.2 Emergency Repairs. Notwithstanding any provision in this
Agreement to the contrary, if Circus shall, at any time, reasonably
believe that (i) a dangerous condition exists at the Resort; (ii)
repairs or alterations are required to comply with any applicable
Legal Requirements or Insurance Requirements; or (iii) expenditures
are required to eliminate a dangerous condition or to prevent
further property damage arising out of fire, act of God, flood,
earthquake or other casualty or other emergency, Circus may, but
shall not be obligated to, cause and direct the employees of
Lakeview to take all steps and make, at the expense of Lakeview,
without Lakeview s prior approval if such approval cannot be timely
obtained with reasonable effort, all reasonable expenditures
necessary to cure such condition or make such repairs or
alterations, or which are otherwise so required. Lakeview shall
immediately, and in no case later than fourteen (14) days after
notice from Circus, provide Circus with all funds required in
connection with Circus performance of emergency repairs pursuant
to this Section 4.2. Circus shall notify Lakeview as soon as
reasonably practicable of any such emergency condition or situation
but shall not incur any liability to Lakeview on account of its
failure to provide such notification.
ARTICLE V
Consulting Fee
5.1 Annual Consulting Fee. For each Operating Year Circus
shall be paid One Hundred Twenty Thousand and No/100 Dollars
($120,000.00) for its consulting services hereunder (the Annual
Consulting Fee ). If any Operating Year is less than twelve (12)
calendar months or if an Annual Consulting Fee is paid with respect
to a portion of an Operating Year, the Annual Consulting Fee shall
be prorated to reflect the number of days actually contained in
such Operating Year for which payment is being made. Circus retains
the right to renegotiate the Annual Consulting Fee to the extent
that the executive level management services to be provided by
Circus or the salaries of those employees of Circus providing such
services exceed the levels currently contemplated by Circus and
Lakeview. In the event Circus shall recommend an increase in the
amount of the Annual Consulting Fee, it shall be entitled to
terminate this Agreement in accordance with Section 7.1.3 if
Lakeview shall not consent to the increase within five (5) days
following receipt of such recommendation.
5.2 Time and Manner of Payment.
5.2.1 The Annual Management Fee shall be earned on a
monthly basis during the Term and shall be due and payable on the
last day of each month.
ARTICLE VI
Insurance
6.1 Insurance to Be Maintained During Term. Lakeview shall
procure and maintain, at no cost to Circus, for the account of
Circus and Lakeview, the insurance described below with respect to
the Resort with responsible, financially sound and properly
licensed companies.
6.1.1 Commercial general liability insurance
(including property damage, personal injury, liquor law liability,
innkeeper s legal liability, advertising liability; automobile
liability with respect to owned and non-owned vehicles; and garage
liability and garage keeper s legal liability), with limits equal
to customary limits on similar properties, but not less than
$10,000,000 (or such greater amount reasonably requested in writing
by Circus), combined single limit coverage for personal injury or
death and for damage to property resulting from any occurrence.
Such policies shall be specifically endorsed to provide that the
insurance will be deemed primary.
6.1.2 All risk insurance against fire and other
risks included in the broad form extended coverage endorsement
(including earthquake and flood coverage if available on
commercially reasonable terms), insuring all real and personal
property, in an amount not less than the full replacement cost
value of the improvements to the Resort, such insurance to be
written on a stipulated or agreed amount basis.
6.1.3 Insurance on the Resort against loss or damage
from an accident to and/or caused by boilers, heating apparatus,
sprinklers, pressure vessels, pressure pipes, electrical or air
conditioning equipment, in such reasonable amount as Lakeview shall
deem advisable, or such greater amount as reasonably requested in
writing by Circus.
6.1.4 Business interruption insurance against the
perils enumerated in Sections 6.1.2 and 6.1.3, in amounts
reasonably determined by Lakeview, to the extent such business
interruption insurance is available on commercially reasonable
terms.
6.1.5 Workers compensation, employer s liability and
similar insurance as may be required by law or as Lakeview shall
deem advisable, or such greater amount as reasonably requested in
writing by Circus.
6.1.6 Additional insurance required by Lakeview or
any permitted mortgagee of the Resort.
All such policies of insurance described above shall be
in the form of occurrence insurance to the extent available on
commercially reasonable terms. Lakeview shall provide Circus, upon
written request, with duplicates of all insurance policies, as well
as certificates of insurance for each policy maintained hereunder.
6.2 Endorsements. Each policy of insurance provided for in
this Article VII shall have attached thereto: (i) an endorsement
that such policy shall not be canceled or materially changed
without at least thirty (30) days prior written notice to Lakeview
and Circus; and (ii) an endorsement to the effect that no action or
omission of a party hereto shall affect the obligation of the
insurer to pay the full amount of any loss sustained to the other
party hereto and any other parties insured under such policy. The
public liability policies shall have such endorsements as are
required by Lakeview or Circus.
6.3 Parties Insured. All policies of insurance obtained under
this Article VI, to the extent so obtainable, shall be carried
under the names of Lakeview and Circus, and losses thereunder shall
be payable to the parties as their respective interests may appear.
All liability insurance shall name Lakeview, Circus and their
respective directors, officers, partners, agents, and employees as
insureds. Any policy of business interruption insurance shall name
Lakeview and Circus as insureds. The public liability insurance
shall provide for severability of interest, provide that an act or
omission of one of the insureds or additional named insureds which
would void or otherwise reduce coverage shall not reduce or void
the coverage as to the insured or other additional insureds, and
afford coverage for all claims based on acts, omissions, injury and
damage which occurred or arose (or the onset of which occurred or
arose) in whole or in part during the policy period.
6.4 Waiver of Subrogation. Neither Circus nor Lakeview shall
assert against the other, and each does hereby waive with respect
to the other to the extent it is legally possible to do so, any
claims for any losses, damages, liabilities and expenses (including
attorneys fees and disbursements) incurred or sustained by it on
account of damage or injury to persons or property arising out of
the ownership, operation or maintenance of the Resort, to the
extent that the same are covered by the proceeds received as a
result of insurance required under this Article VII or actually
carried by the parties, so long as such waiver does not adversely
affect such insurance coverage. Lakeview and Circus shall each
cause all policies to contain a waiver of subrogation clause to the
extent the same is available at commercially reasonably cost. The
provisions of this Section 6.4 are intended to restrict each party
(as permitted by law) to recovery against insurance carriers to the
extent of such coverage and waive fully, and for the benefit of
each, any rights and/or claims which might give rise to a right of
subrogation in any insurance carrier.
6.5 Blanket Insurance. Any insurance coverage provided by
Lakeview as required under this Article VII may be effected under
policies of blanket insurance which may cover other properties
owned and managed by Lakeview or its Affiliates, and where
applicable an allocable portion of the premiums therefor shall be
charged to the operation of the Resort. Any policies or insurance
maintained by Lakeview pursuant to the provisions of this Article
VII may contain such deductible provisions and such other
provisions as are customary.
ARTICLE VII
Termination
7.1 Termination Based Upon Events of Default.
7.1.1 Events of Default on the Part of Either Party.
The following shall constitute events of default hereunder on the
part of defaulting party (as defined):
7.1.1.1 The failure of either party (the
defaulting party ) to pay to the other party (the non-defaulting
party ) any sum which may become due hereunder within fifteen (15)
days after receipt by the defaulting party of a notice from the
non-defaulting party specifying such failure.
7.1.1.2 The failure by either party (the
defaulting party ) to perform, keep or fulfill any of the material
terms set forth in this Agreement (other than those referred to in
Section 7.1.1.1), and the continuance of such failure for a period
of thirty (30) days after receipt by the defaulting party of notice
thereof from the other party hereto (the non-defaulting party )
specifying such failure, provided that if such failure is of a
nature that it cannot, with due diligence and in good faith, be
cured within thirty (30) days, it shall not constitute an event of
default unless such defaulting party fails to proceed promptly and
with due diligence and in good faith to cure the same, and
thereafter to prosecute the curing of such failure with due
diligence and in good faith (it being intended that, in connection
with a failure not susceptible of being cured with diligence and in
good faith within thirty (30) days, the time of such defaulting
party within which to cure the same shall be extended for such
period as may be necessary for the curing thereof with due
diligence and in good faith).
7.1.1.3 Any of the following actions taken by
either party (the defaulting party ): (i) apply for or consent to
the appointment of a receiver, trustee or liquidator of such party
or of all or a substantial part of its assets; (ii) file a
voluntary petition in bankruptcy or admit in writing its inability
to pay its debts as they come due; (iii) make a general assignment
for the benefit of creditors; (iv) file a petition or an answer
seeking reorganization or agreement with creditor or take advantage
of any insolvency law, or file an answer admitting the material
allegations of a petition filed against it in any bankruptcy,
reorganization or insolvency proceeding, or (v) if an order,
judgment or decree shall be entered by any court of competent
jurisdiction, on the application of a creditor, adjudicating such
party a bankrupt or insolvent or appointing a receiver, trustee or
liquidator of such party or of all or a substantial part of its
assets, and such order, judgment or decree shall continue unstayed
and in effect for a period of ninety (90) consecutive days.
7.1.2 Consequences of Event of Default. If an event
of default shall occur, the non-defaulting party may, at its
option, give to the defaulting party notice of intention to
terminate the Agreement after the expiration of a period of thirty
(30) days from the date of such notice, and, upon the expiration of
such period and even if the default has been cured, the Term shall
expire on the date specified in the notice. Such termination shall
be without prejudice to any right to damages which the non-
defaulting party may have against the defaulting party under
applicable law, subject to the terms of this Agreement.
7.1.3 Circus Right to Terminate. Circus shall have
the right to terminate on fifteen (15) days notice in the event
Lakeview fails to agree to an increase in the amount of the Annual
Consulting Fee within five (5) days following Circus
recommendation of such amount.
7.2 Certain Rights on Termination. In addition to, and
without limiting, the rights of a party pursuant to the provisions
of this Article VII or other provisions of this Agreement, upon the
termination of this Agreement for any reason under this or any
other Article (including expiration of the Term), the following
shall be applicable:
7.2.1 All accrued unpaid fees, charges,
reimbursements, loans and other payments due Circus as of the date
of termination (including any Annual Management Fee prorated
through the date of termination) shall be paid by Lakeview to
Circus within ten (10) days after the rendition to Lakeview by
Circus of statements therefor.
7.2.2 Lakeview shall indemnify, defend, protect and
hold Circus harmless from all damages and liabilities owed to third
parties, to the extent arising out of, in connection with, or
resulting from the ownership, operation or use of the Resort after
the date of termination, including, without limitation, (i) the
failure of Lakeview following the expiration or earlier termination
(for whatever cause) of this Agreement to provide all of the
services contracted for in connection with the business booked for
the Resort on or prior to the date of such expiration or
termination, and (ii) any liability to employees or creditors of
the Resort, including but not limited to any unfunded pension or
retirement benefits required by law or contract. The provisions of
this Section shall survive any such termination or expiration and
shall be binding upon Lakeview and Circus, their successors and
assigns.
ARTICLE VIII
Right to Perform
Covenants of Defaulting Party
8.1 Right to Perform. If Lakeview or Circus shall fail to
make any payment or to perform any act to be made or performed by
it when required pursuant to this Agreement, then the non-
defaulting party may, upon written notice to the defaulting party,
and without waiving or releasing the defaulting party from any
obligations under this Agreement, make such payment or perform such
act. All sums so paid by the non-defaulting party and all
necessary incidental costs and expenses incurred by the non-
defaulting party in connection with the performance of any such
act, together with interest thereon at the Effective Rate from the
date of making such expenditure or expenditures by the non-
defaulting party, shall be payable hereunder to the non-defaulting
party upon demand. Any amounts payable hereunder to the non-
defaulting party may, at the option of the non-defaulting party, be
withdrawn from the Operating Accounts. The rights provided in this
Section are in addition to the rights provided in Article VII hereof.
ARTICLE IX
Destruction
9.1 Substantial Damages. If the Resort shall be substantially
damaged by fire or other casualty to the extent that the Resort
must be closed, either party may, at any time during the period of
closing give notice to the other party terminating this Agreement
effective upon receipt by the other party of such notice or,
alternatively, suspending Circus obligations hereunder, and
Lakeview s obligations to pay the Annual Consulting Fee (but not
its other obligations during the period of closure). A notice of
termination pursuant to this Section 9.1 shall be effective
notwithstanding the giving of a prior notice of suspension pursuant
hereto. Any insurance proceeds of Lakeview paid under any business
interruption or similar insurance policy for loss of income,
revenues or profits excluding proceeds for the cost of repairing
and rebuilding of the Resort to substantially the same condition
and character which existed immediately prior to the occurrence of
such casualty, shall be paid to Lakeview. If Circus or Lakeview
elects to terminate this Agreement as provided in this Section 9.1,
the provisions of Section 7.2 shall be applicable and, in addition,
Lakeview shall make the payments to Circus set forth above and all
remaining proceeds shall be paid to Lakeview.
9.2 Partial Damage. In the event of any damage to the Resort
by fire or other casualty and the failure of either party to
suspend this Agreement pursuant to Section 9.1 hereof, then this
Agreement shall remain in full force and effect.
ARTICLE X
Assignment
10.1 Assignment by Circus.
10.1.1 Circus may transfer this Agreement and its
rights and obligations hereunder to any of the following: (i)
Circus Circus Enterprises, Inc. ( CCEI ); (ii) any wholly-owned
subsidiary of CCEI; (iii) any successor or assignee of CCEI which
may result from any merger, consolidation, purchase of CCEI stock,
recapitalization or reorganization; (iv) any assignee which shall
acquire all, or substantially all, of the business and assets of
CCEI and shall assume its obligations with reference thereto,
including those hereunder, and in either case shall retain or
replace those employees of Circus required to continue to operate
the Resort pursuant to the Resort Standard, or (v) any assignee
approved by Lakeview. Upon any assignment pursuant hereto and the
assumption by the assignee of Circus obligation hereunder, Circus
liability hereunder shall thereupon terminate, except as to the
obligations, if any, accrued prior to the effective date of such
assignment and assumption.
10.1.2 Circus may also transfer this Agreement,
without the consent of Lakeview, to any other Affiliate of Circus,
but in the event of such assignment, Circus shall continue to be
liable hereunder to the same extent as though such transfer had not
been made.
10.1.3 Except as provided above, Circus may not
transfer its rights and obligations hereunder without the approval
of Lakeview, which shall not be unreasonably withheld.
ARTICLE XI
Miscellaneous
11.1 Approvals. Whenever either party hereto is requested or
required hereunder to give its consent or approval to a matter,
such consent or approval shall not be unreasonably withheld or
delayed except where specifically provided that such party may
withhold its consent in its sole discretion.
11.2 No Waiver. No failure by Circus or Lakeview to insist
upon strict performance of any covenant, agreement, term or
condition of this Agreement, or to exercise any right or remedy
consequent upon a breach thereof, shall constitute a waiver of any
such breach or any subsequent breach of such covenant, agreement,
term or condition of this Agreement, and no breach thereof shall be
waived, altered or modified except by written instrument. No
waiver of any breach shall affect or alter this Agreement, but each
and every covenant, agreement, term or condition of this Agreement
shall continue in full force and effect with respect to any other
existing or subsequent breach thereof.
11.3 Successors and Assigns. Subject to the provisions of
Article X hereof, this Agreement shall be binding upon the heirs,
personal representatives, successors and assigns of the parties
hereto.
11.4 Circus Right to Close Resort. If at any time during the
term hereof it becomes necessary in Circus reasonable opinion to
cease operation of the Resort in order to protect the Resort and/or
the health, safety and welfare of the guests and/or employees of
the Resort in an emergency situation caused by a Force Majeure,
then in such event Circus shall promptly notify Lakeview and may
close and cease operation of all or part of the Resort, reopening
and commencing operation when Circus and Lakeview deem that such
may be done without jeopardy to the Resort, its guests and employees.
11.5 Indemnification.
121.5.1 Lakeview shall indemnify, defend, protect and
hold Circus harmless from and against any and all claims, demands,
causes of action or liabilities owed to third parties, including
attorneys fees and all other costs and expenses incident thereto
( claims ), to the extent arising out of any action taken or
omitted to be taken pursuant to this Agreement by Circus or
Lakeview, their respective officers, shareholders, employees, or
its agents or representatives employed pursuant to the terms of
this Agreement, except actions constituting a willful material
breach of Circus obligations hereunder or defaults arising out of
the fraud, willful misconduct, gross negligence of Circus or its
officers or employees or taken or omitted to be taken in bad faith,
with respect to which actions or defaults Lakeview shall have no
liability.
11.5.2 Circus shall indemnify, defend, protect and
hold Lakeview harmless from all costs, expenses, claims, damages
and liabilities, including, without limitation, counsel fees and
disbursements, arising out of, in connection with, or resulting
from Circus fraud, gross negligence, willful misconduct or willful
material breach of an express provision of this Agreement.
11.6 Notices. All notices, demands, requests, consents or
approvals required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall
be personally served and mailed, registered or certified, return
receipt requested, postage prepaid (or by a substantially similar
method), or delivered by a reputable overnight courier service with
charges prepaid, or transmitted by hand delivery, telegram, telex
or facsimile, addressed as set forth below, or such other address
as such party shall have specified most recently by written notice.
Notice shall be deemed given or delivered on the date of service or
transmission if personally served or served by overnight courier
service or transmitted by telegram, telex or facsimile. Notice
otherwise sent as provided herein shall be deemed given or
delivered on the third business day following the date mailed or on
the next business day following the delivery of such notice to a
reputable overnight courier service.
To Lakeview:
Goldstrike Development Company, Inc.
c/o David R. Belding
Highway 93
Boulder City, Nevada 89005
To Circus:
Circus Circus Casinos, Inc.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn.: General Counsel
11.7 Amendments. Neither this Agreement, nor any provision
hereof, may be modified, altered or changed except by another
written instrument executed by the parties hereto.
11.8 Entire Agreement. This Agreement, along with all other
agreements being executed concurrently herewith, contains the
entire agreement of the parties hereto concerning the direction,
supervision, management and operation of the Resort, and this
Agreement supersedes all other agreements and understandings
(whether oral or written) heretofore made by the parties.
11.9 Applicable Law. This Agreement shall be governed in all
respects by the laws of the State of Nevada.
11.10 Extensions for Force Majeure. If either party is
delayed in the performance of any covenant of this Agreement
because of Force Majeure (financial inability, imprudent management
or negligence excepted), then such performance shall be excused for
the period of the delay and the period for such performance shall
be extended for a period equivalent to the period of such delay,
except that the foregoing or any Force Majeure shall in no way
affect or apply to any party s obligation to provide funds as
required herein. Nothing herein contained shall excuse a party
from exercising all due diligence and taking all necessary actions
possible under the circumstances to terminate any delaying cause
herein specified at the earliest feasible time.
11.11 Time. Time is of the essence of this Agreement and
every portion hereof.
11.12 Confidentiality. During the term of this Agreement,
Circus or Lakeview may have access to or become acquainted with
various trade secrets and confidential information of the other,
including recipes, management guidelines and procedures, operating
manuals and similar compilations and documents regularly used in
the operation of the business of the other. Neither party shall
disclose to any third person any of the other party s, or use the
other party s trade secrets or confidential information, directly
or indirectly, during or subsequent to the term of this Agreement.
Except in the case of Circus and its Affiliates in the due
performance of its obligations hereunder, each party further agrees
not to photocopy or otherwise duplicate any such material without
the prior written consent of the other party. All recipes, files,
records, documents, compilations, manuals and similar items
(including all copies or facsimiles thereof) shall remain the
exclusive property of the originating party.
11.13 Relationship. Nothing in this Agreement shall
constitute or be construed to be a partnership or joint venture
between Lakeview and Circus. To the extent appropriate to the
duties and obligations hereunder, Circus shall be an agent and none
of its independent employees shall be employees of Lakeview. This
Agreement is for the benefit of Lakeview and Circus and shall not
create third party beneficiary rights.
11.14 Attorneys Fees. If any action or proceeding is
commenced to obtain a declaration of rights hereunder or to enforce
any provision hereof, to seek rescission of this Agreement for
default or any other relief in connection with the transaction
contemplated herein, whether legal or equitable (including, without
limitation, any cross-complaint, counterclaim or third party
claim), the prevailing party in such action shall be entitled to
recover its cost and expense of suit, including but not limited to
reasonable attorneys fees and accountant s fees in addition to all
other relief to which it may be entitled therein whether or not
such action is prosecuted to judgment.
11.15 Construction and Interpretation. This Agreement
shall not be construed for or against either party by reason of the
authorship or alleged authorship of any provision hereof or by
reason of the status of the respective parties. This Agreement
shall be construed reasonably to carry out its intent without
presumption against or in favor of either party. The natural
persons executing this Agreement on behalf of each party have the
full right, power and authority to do and affirm the foregoing
warranty on behalf of each party and on their own behalf. If any
provision hereof shall be declared invalid by any court or in any
administrative proceeding, then the provisions of this Agreement
shall be construed in such manner so as to preserve the validity
hereof and the substance of the transaction herein contemplated to
the extent possible. The captions on sections are provided for
purposes of convenience and are not intended to limit, define the
scope of or aid in interpretation of any of the provisions hereof.
References to a party or parties shall refer to Lakeview and
Circus, or both, as the context may require. All pronouns and
singular or plural references as used herein shall be deemed to
have interchangeably (where the sense of the sentence requires) a
masculine, feminine or neuter, and/or singular or plural meaning,
as the case may be.
11.16 Counterparts. This Agreement may be executed in
counterparts, which counterparts shall together constitute one
Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed and
delivered this Agreement as of the date first hereinabove set
forth.
Circus Lakeview
CIRCUS CIRCUS CASINOS, INC. LAKEVIEW COMPANY
By: Goldstrike Development
Company, Inc.
Its: General Partner
By:___________________________
Its:___________________________ By:
__________________________
David R. Belding, President
Management's Discussion and Analysis
FINANCIAL POLICY
Producing free cash flow is a primary goal of Circus, as we regard it as true
economic profit. Free cash flow, in the plainest sense, is the cash left over
after all expenses, including ordinary or maintenance reinvestment in the
business. This profit, if you will, can be directed to new expansion,
repayment of debt, or distribution to shareholders. Circus has historically
been an extraordinary cash generator, providing close to $1 billion in free
cash flow over the past five years. On a per-share basis, free cash flow was
almost $2.70 per share in the past year, 60% higher than earnings per share
(prior to write-offs). Our dependable cash flows, combined with considerable
borrowing capacity and superior access to capital markets, ensure Circus'
ability to rapidly pursue new projects.
FREE CASH FLOW ANALYSIS
Year ended January 31,
(in thousands) 1996 1995 1994 1993 1992
Income from operations* $301,753 $259,019 $217,567 $205,482 $200,391
Add noncash expenses
Depreciation and
amortization 98,380 82,753 58,965 48,182 48,870
Other (65) (65) (65) (65) (65)
Cash generated from
operations before income tax 400,068 341,707 276,467 253,599 249,196
Cash income taxes (54,505) (55,754) (56,023) (43,602) (31,452)
Interest, dividends and
other income (loss) 11,539 1,217 (683) 820 245
Proceeds from disposal of assets 1,353 415 685 4,510 527
Cash available for repayment
of debt and reinvestment 358,455 287,585 220,446 215,327 218,516
Scheduled principal and
interest payments (64,472) (45,988) (35,388) (30,939) (44,168)
Ordinary capital expenditures (31,936) (29,856) (33,182) (24,085) (24,110)
Free cash flow $262,047 $211,741 $151,876 $160,303 $150,238
*Before one-time charges in fiscal 1996 for asset write-offs of $45,148 and
Silver Legacy preopening expenses of $5,232; in fiscal 1995 for Circus Circus-
Tunica preopening expenses of $3,012; and in fiscal 1994 for Luxor and Grand
Slam Canyon preopening expenses of $16,506.
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We choose projects whose return on invested capital (ROIC) promises to be in
excess of 15%. Over the past five years the Company's average return on
invested capital has been 18%. We compare these results to our weighted
average cost of capital (which includes debt and equity) over the same period
of approximately 12%. This difference or "spread" translates into higher free
cash flows and to increased shareholder value, particularly as we can
accumulate projects with returns above our cost-of-capital threshold.
RETURN ON INVESTED CAPITAL
Year ended January 31,
(in thousands) 1996 1995 1994 1993 1992
Net income before
nonrecurring items* $ 161,645 $ 138,244 $126,918 $120,983 $103,348
Income tax expense 76,861 78,204 66,419 62,330 53,656
Interest expense 57,153 42,734 17,770 22,989 43,632
295,659 259,182 211,107 206,302 200,636
Cash income taxes (54,505) (55,754) (56,023) (43,602) (31,452)
Total return (as defined) $ 241,154 $ 203,428 $155,084 $162,700 $169,184
Total assets $2,211,893 $1,512,548 $1,297,924 $950,458 $783,071
Nonoperating assets (217,217) (77,794) (19,855)(179,757) (5,179)
Current liabilities (93,922) (82,008) (92,061) (87,494) (59,498)
Total invested capital
(as defined) $1,900,754 $1,352,746 $1,186,008 $683,207 $718,394
Average invested capital $1,626,750 $1,269,377 $934,608 $700,801 $702,965
Return on average
invested capital 15% 16% 17% 23% 24%
*Before one-time charges in fiscal 1996 for asset write-offs of $45,148 and
Silver Legacy preopening expenses of $5,232; in fiscal 1995 for Circus Circus-
Tunica preopening expenses of $3,012; and in fiscal 1994 for Luxor and Grand
Slam Canyon preopening expenses of $16,506. Net income for fiscal 1993
excludes an extraordinary loss of $3,661 related to the early retirement of
debt.
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Results of Operations
For the year ended January 31, 1996, the Company reported net income
of $128.9 million, or $1.33 per share versus $136.3 million, or $1.59
per share in the prior year. During the year, the Company took one-
time asset write-offs totalling $45.1 million and recognized $5.2
million of preopening expenses (reflected in Earnings of
Unconsolidated Affiliates) related to the July 28, 1995 opening of
Silver Legacy, a joint venture hotel/casino in Reno, Nevada. In the
prior year, the Company wrote off $3.0 million of preopening expenses
related to the opening of Circus Circus-Tunica. Excluding the effect
of these nonrecurring items, earnings per share for the year ended
January 31, 1996 were $1.66 against $1.61 in the previous year.
The $45.1 million in asset write-offs (which the Company recognized in
the second quarter) related to a discontinued riverboat project in
Chalmette, Louisiana ($31.5 million); the remaining value of a parking
garage and people mover at Circus Circus-Reno ($6.2 million); a
dismantled monorail between Luxor and Excalibur ($3.7 million); a
dismantled gondola system at Circus Circus-Las Vegas ($2.1 million);
and miscellaneous other assets ($1.6 million).
Results for the year ended January 31, 1996 include eight months of
combined performance of Circus and Gold Strike Resorts, which the
Company acquired on June 1, 1995 in exchange for 16,291,551 shares of
its common stock, preferred stock of a subsidiary which is convertible
into an additional 793,156 shares of the Company's common stock, the
payment of approximately $12 million in cash and the assumption of
approximately $165 million in debt. The increase in earnings for the
year (excluding nonrecurring items) derived primarily from the
Company's 50% interest in The Grand Victoria, a riverboat casino in
Elgin, Illinois acquired as part of the Gold Strike transaction. In
addition, the Company acquired the Hacienda Hotel and Casino on
September 1, 1995, for approximately $80 million.
Excluding preopening expenses, earnings per share for the year ended
January 31, 1995 were $1.61 against $1.46 on the same basis in fiscal
1994. In fiscal 1995, the Company wrote off $3.0 million of
preopening expenses related to the August 29, 1994 opening of Circus
Circus-Tunica, amounting to $.02 per share on an after-tax basis. In
fiscal 1994, the Company wrote off $16.5 million of preopening
expenses associated with Grand Slam Canyon (which opened August 23,
1993) and Luxor Hotel and Casino (which opened October 15, 1993),
amounting to $.12 per share on an after-tax basis. The increase in
earnings per share during fiscal 1995 was attributable primarily to
the first full year of operations for Luxor, which was open only 3 1/2
months in the prior fiscal year, and the opening of Circus Circus-
Tunica.
Revenues
Revenues for the year ended January 31, 1996 increased $129.4 million,
or 11%, to $1.3 billion. The acquisition of Gold Strike Resorts in
June 1995 was the principal factor in this increase, with the
Company's 50% interest in The Grand Victoria riverboat in Elgin,
Illinois providing the biggest contribution. (For accounting
purposes, the Company's share of The Grand Victoria's operating income
is reflected in Earnings of Unconsolidated Affiliates.) Circus
Circus-Tunica was also a significant contributor, as it completed its
first full year of operations.
Casino revenues increased $52.7 million during fiscal 1996 over the
prior year due principally to the acquisition of the Gold Strike
properties (Gold Strike, Nevada Landing, and Railroad Pass).
Similarly, hotel revenues rose $46.5 million, with price increases at
the Company's Las Vegas properties (Circus Circus, Luxor and
Excalibur) accounting for the majority of this increase, and the Gold
Strike and Hacienda acquisitions also contributing. The Company's
combined hotel occupancy rate declined to 93.7% from 95.7% last year,
attributable to the two Laughlin properties which faced additional
competition in that market. In general, the Company's policy of
offering moderately priced rooms, multiple entertainment attractions
and low-priced food on an everyday basis attracts a high level of
occupancy along with substantial walk-in traffic.
Revenues for the year ended January 31, 1995 increased $206.7 million,
or 21%, to $1.2 billion, marking the first time the Company's revenues
topped $1 billion. The first full year of operations for Luxor and
the opening of Circus Circus-Tunica accounted for the majority of this
increase in revenues.
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Income from Operations
Income from operations rose $42.7 million, or 16%, in the year ended
January 31, 1996 versus the prior year (excluding the abandonment
loss of $45.1 million and Silver Legacy preopening expenses of $5.2
million in fiscal 1996, and Circus Circus-Tunica preopening expenses
of $3.0 million in fiscal 1995). The Company's composite operating
margin (excluding the above nonrecurring items) was 23.1%, compared to
last year's 22.1%.
The Company's acquisition of Gold Strike Resorts on June 1, 1995 was
the main driver for the increase in operating income, with the
Company's 50% interest in The Grand Victoria riverboat casino (a joint
venture with Hyatt Development Corp. acquired as part of the Gold
Strike acquisition) standing out as the principal factor, generating
$32.6 million in operating income for the eight months of the year the
Company was an owner. As of year-end, The Grand Victoria led all
cruising riverboats in the country in casino revenues and operating
income. The other major properties acquired as part of the Gold
Strike acquisition (Gold Strike, Nevada Landing and Railroad Pass)
were also solid contributors, generating operating income of $12.4
million in eight months.
Also contributing to the increase in operating income was Circus
Circus-Tunica, which completed its first full year of operations
producing an additional $7.1 million in operating income versus the
prior year when it was open only five months.
Income from operations (excluding one-time write-offs) at the
Company's Las Vegas properties (Circus Circus, Luxor and Excalibur)
was down slightly on a combined basis, though Excalibur's operating
income rose 10.1%, in part related to a reduction in depreciation
expense. In Reno, Silver Legacy (a joint venture with Eldorado
Hotel/Casino) opened July 28, 1995 and the Company's 50% interest
generated approximately $6.8 million in operating income (excluding
the recognition of $5.2 million in preopening expenses). This 1,700
room property posted an operating cash flow margin of 29% and an
occupancy rate of 87%. At Circus Circus-Reno, operating income for
fiscal 1996 (excluding one-time write-offs) was flat versus the prior
year, as the novelty effect of the adjacent Silver Legacy attracted
visits from its casino patrons.
Results at the Company's Laughlin properties (Colorado Belle and
Edgewater) declined materially, down 28% from the prior year. The
Company believes that the decrease owned, in large degree, to several
market factors. Additional competition from new rooms was one factor,
as room rates and occupancy levels decreased (contrary to the trend in
Las Vegas). Competition from Las Vegas in the form of major new theme
resorts has penetrated Laughlin's customer base, as have the recently
expanded facilities at Stateline, Nevada, which are closer to Las
Vegas and more accessible to visitors from southern California.
Finally, the emergence of unregulated Native American casinos,
squarely in Laughlin's Arizona and California feeder markets, has
eroded the customer base. While the Company's Laughlin operations
have begun to show signs of stabilizing in the early part of fiscal
1997, a new group of major theme resorts are set to open in Las Vegas
in the coming year, which may have an additional adverse impact on the
Laughlin market. The Colorado Belle and Edgewater generated
approximately $40 million in operating cash flow during fiscal 1996.
In the coming year, the Company anticipates that the expansion
projects discussed under Capitalization, Capital Spending and
Liquidity (particularly those at Luxor) will partially disrupt
business and negatively impact operating results during the expansion
phase, although the Company is not able to predict the extent or
magnitude of this impact. The Company also anticipates demolishing
the Hacienda Hotel and Casino in the latter part of the year to make
way for a new hotel/casino project.
For the year ended January 31, 1995, income from operations, excluding
the write-off of preopening expenses, increased $41.5 million, or 19%.
The increase in income from operations was attributable primarily to
Luxor and the opening of Circus Circus-Tunica. In its first full
fiscal year of operations, Luxor posted $64.1 million in operating
income and a 23% operating margin. Meanwhile, Circus Circus-Tunica
experienced a strong opening, generating operating income of $13.2
million and an operating margin over 40% (excluding preopening
expenses) during the five months it was open in the fiscal year.
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Depreciation and Amortization Expense
For the year ended January 31, 1996, depreciation and amortization
expense rose $15.6 million, to $98.4 million. This increase came
principally from amortization of goodwill related to the acquisition
of Gold Strike Resorts, plus the additional depreciation related to
the entities acquired as part of the Gold Strike transaction (Gold
Strike, Nevada Landing and Railroad Pass). Also, there was a full
year's depreciation on Circus Circus-Tunica, which was open only five
months in the prior fiscal year.
In fiscal 1995, depreciation and amortization expense rose $23.8
million, to $82.8 million, due primarily to a full year of
depreciation on Luxor and Grand Slam Canyon, as well as the addition
of Circus Circus-Tunica.
Interest Expense
Interest expense for the year ended January 31, 1996 rose $8.8 million
to $51.5 million from $42.7 million in the previous year. This
increase was due mostly to higher average debt outstanding
(approximately $715 million in fiscal 1996 versus approximately $590
million in fiscal 1995), related in large part to the assumption of
$165 million of debt in connection with the acquisition of Gold Strike
Resorts. This increase was partially offset by higher capitalized
interest ($8.6 million in fiscal 1996 versus $4.2 million in fiscal
1995). Also, the Company recorded $5.6 million of interest expense
representing its share of Silver Legacy's interest expense for the six
months it was open during the fiscal year.
For the year ended January 31, 1995, interest expense was $42.7
million compared to $17.8 million in the prior year. The increase
resulted from lower capitalized interest ($4.2 million in fiscal 1995
versus $18.5 million in fiscal 1994) stemming from the completion of
Luxor and Grand Slam Canyon in the prior fiscal year. Interest
expense was also impacted by higher average debt outstanding
(approximately $590 million in fiscal 1995 versus approximately $555
million in fiscal 1994).
Taxes
The Company's effective tax rate for the year ended January 31, 1996
was 37.4%, reflecting the federal statutory rate of 35% plus the
effect of various nondeductible expenses, primarily the amortization
of goodwill associated with the Gold Strike acquisition.
The Company's effective tax rate for the year ended January 31, 1995
was 36.5%. This reflects the federal statutory rate of 35% plus the
effect of various nondeductible expenses.
Capitalization, Capital Spending and Liquidity
For the year ended January 31, 1996, the Company's pretax cash flow
from operations (before nonrecurring items) was $400.1 million,
compared to $341.7 million in fiscal 1995 and $276.5 million in fiscal
1994. During fiscal 1996, the Company used its cash flow mainly to
fund the acquisition of the Hacienda Hotel and Casino, the acquisition
of 73 acres of undeveloped land adjacent to the Hacienda, the
acquisition of Gold Strike Resorts and equity investments in joint
venture properties. In fiscal 1995, the Company employed its cash
flow largely to fund construction of Circus Circus-Tunica and its
investment in two joint venture projects: Silver Legacy in Reno,
Nevada and Circus Circus-Chalmette, a riverboat near New Orleans,
Louisiana, which was subsequently discontinued. Also during fiscal
1995, the Company repurchased 0.5 million shares of its common stock
at a cost of approximately $15 million.
For the year ended January 31, 1996, capital expenditures were $221.7
million, compared with $142.7 million in fiscal 1995 and $378.8
million in fiscal 1994. The majority of capital expenditures for
fiscal 1996 were for the acquisition of the Hacienda Hotel and Casino
on September 1, 1995 for approximately $80 million and the acquisition
earlier in the year of 73 acres of undeveloped land adjacent to the
Hacienda for approximately $73 million. For fiscal 1995, the majority
of expenditures were for the completion of Circus Circus-Tunica ($58.1
million), the addition of new attractions at Grand Slam Canyon ($15.4
million), the construction of parking garages at Luxor and Excalibur
($11.7 million) and the purchase of land in Reno for future expansion
($11.9 million).
In fiscal 1997, Circus estimates its capital expenditures will exceed
$400 million. These expenditures will finance the construction of two
hotel towers (approximately 2,000 rooms) and other improvements at
Luxor, construction of a 1,000-room tower and refurbishment of rooms
at Circus Circus-Las Vegas, equity contributions to complete Monte
Carlo, construction of a parking garage and refurbishment of rooms at
-23-
Circus Circus-Reno, improvements at the Laughlin properties,
improvements at the Laughlin properties, improvements at Circus
Circus-Tunica and preliminary development costs for a new resort
slated for the Hacienda site.
On January 29, 1996, the Company arranged a $1.5 billion unsecured
credit facility with its bank group (see Note 4 of Notes to
Consolidated Financial Statements). This facility replaced the
existing $750 million facility. As of January 31, 1996, Circus had
drawn $100.0 million under this credit facility, plus had issued
commercial paper of $210.2 million which reduces availability under
the facility.
On February 5, 1996, the Company issued $200 million of senior
unsecured notes due February 1, 2006, with a coupon interest rate of
6.45%. Proceeds from this offering were used to reduce the Company's
outstanding borrowings.
On June 1, 1995, the Company completed the acquisition of Gold Strike
Resorts pursuant to an agreement entered into on March 19, 1995. As a
result of the acquisition, the Company now owns and operates three
additional gaming properties in Nevada (Gold Strike Hotel and Gambling
Hall and Nevada Landing in Jean, and Railroad Pass in Henderson). It
also holds a 50% interest in and operates The Grand Victoria riverboat
casino in Elgin, Illinois (which opened in October 1994), and a 50%
interest in a joint venture (with Mirage Resorts, Incorporated) which
is developing Monte Carlo, a major destination resort under
construction on the Las Vegas Strip, for which it serves as the
venture's manager. For the year ended January 31, 1996, the
transaction did not have a dilutive impact on earnings per share.
Monte Carlo will feature over 3,000 rooms and a 90,000-square-foot-
casino, with a palatial style reminiscent of the Belle Epoque, the
classic French architecture of the late 19th century. This project
has an estimated cost of $350 million (including land, capitalized
interest and preopening expenses), and the Company is obligated to
fund any portion of such cost in excess of certain equity
contributions, $10 million in vendor financing and the funding
provided by a $200 million construction loan. This construction loan,
a nonresource bank facility, converts to mortgage financing once the
property opens. The Company's total equity contribution is
anticipated to be approximately $70 million, of which $45.1 million
had been funded as of January 31, 1996. Monte Carlo is scheduled to
open June 21, 1996.
During the second quarter, the Company sold its partially completed
riverboat gaming facility in Chalmette, Louisiana for $4 million. The
Company had owned a 50% interest in the joint venture engaged in the
development of this project, which was to be located approximately 20
minutes from downtown New Orleans. After evaluating the changing
circumstances in the New Orleans market, the Company determined that
the project could no longer promise a sufficiently high rate of return
to meet its objectives. The Company had a net investment in, or
commitments for, this project of approximately $25.5 million and a
loan to the other joint venturer of $10 million, resulting in a net
write-off of $31.5 million in connection with the disposition.
The Company owns a 50% interest in a joint venture (with Eldorado
Hotel/Casino) which owns the Silver Legacy, a 1,700-room hotel and
casino which opened on July 28, 1995 in downtown Reno, Nevada. The
Silver Legacy is themed as a turn-of-the-century silver-mining town
and is located on a site between Circus Circus-Reno and the Eldorado,
connected to both properties by enclosed skyways. The cost of Silver
Legacy was approximately $350 million (excluding preopening expenses),
of which the venturers contributed $103.8 million in equity. On May
31, 1995, the joint venture completed a $230 million bank credit
agreement with its bank group. A portion of the proceeds of this loan
were used to repay amounts previously lent to the joint venture by the
Company. As a condition to the credit agreement, Circus guaranteed
completion of Silver Legacy and, in addition, entered into a make-well
agreement whereby it is obligated to make additional contributions to
the joint venture as may be necessary to maintain a minimum coverage
ratio (as defined). As of January 31, 1996, the Company had a net
equity investment of approximately $52.9 million in the project and
had outstanding loans to the joint venture in the principal amount of
$27.5 million.
On September 1, 1995, the Company completed the previously announced
acquisition of the Hacienda Hotel and Casino in Las Vegas for
approximately $80 million. The Hacienda is located on 47 acres of
land adjacent to Luxor, and contains approximately 1,100 rooms and
35,000 square feet of casino space. Previously, in March 1995, the
Company purchased approximately 73 acres of undeveloped
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land at the northwest corner of Russell Road and the Las Vegas Strip,
just south of the Hacienda, at a cost of approximately $73 million.
Both of these acquisitions were financed with the Company's bank lines
of credit. By virtue of these purchases, Circus owns a contiguous
mile of frontage on the Las Vegas Strip, from Tropicana Avenue to
Russell Road, which encompasses the first two freeway exits on
Interstate 15, the main artery from southern California, and contains
the best access to the Strip from McCarran International Airport. As
the first phase of its master plan, the Company should be under
construction by fiscal year-end with a hotel and casino (where the
Hacienda currently sits) with as many as 4,000 rooms. This property
is slated to open by late summer 1998 at an estimated cost of $700-
$800 million (excluding land).
In January 1996, the Company commenced construction on a major
expansion at Luxor that will include approximately 2,000 additional
rooms, situated in two identical 22-story towers designed in a
stepped-pyramid style, located between Luxor and Excalibur. The
expansion will also include additional casino space, retail area,
restaurants, and a multipurpose showroom, as well as a signature dark
ride with a working title of "Tutmania," a special-effects adventure
through the fabled and enchanted tombs of ancient Egypt. The rooms
should open by the end of calendar 1996. The estimated cost for this
expansion is expected to be approximately $250 million.
Also in January 1996, the Company commenced construction of a 1,000-
room tower addition at Circus Circus-Las Vegas, scheduled for
completion by the end of 1996. This addition will bring the total
number of rooms at Circus Circus-Las Vegas to approximately 3,800. In
concert with this expansion, the Company is also refurbishing all of
the existing rooms at Circus Circus-Las Vegas. The estimated cost of
the 1,000-room tower is approximately $60 million.
It is the Company's belief that the Las Vegas market can readily
absorb sizeable new capacity, including that contemplated in its
master plan. The direction of development in Las Vegas has shifted
toward the south end of the Strip, where the Company can essentially
create the gateway to Las Vegas.
In December 1993, Windsor Casino Limited, a corporation owned equally
by Circus Circus Enterprises, Inc., Caesars World, Inc. and Hilton
Hotels Corporation or their subsidiaries, was selected to exclusively
negotiate an agreement to design, build and operate a casino complex
in Windsor, Ontario, Canada. The planned complex will include casino,
showroom and meeting facilities as well as a 400-room hotel, all
located in Windsor's central business district, directly across the
Detroit River from Detroit, Michigan. An interim casino, operated by
Windsor Casino Limited, opened in May 1994. In December 1995, the
interim facility was expanded to include a dockside casino, bringing
the total casino space to approximately 75,000 square feet. The
corporation is currently negotiating an agreement for a permanent
facility. As of January 31, 1996, Circus had a net equity investment
of approximately $11.8 million in this project.
The Company has been negotiating with Mirage Resorts, Incorporated to
participate in the development of a 150-acre site located in the
Marina District of Atlantic City. Mirage's development of the site is
subject to the satisfaction of a number of conditions. Accordingly,
there can be no assurances as to whether or when Mirage will proceed
with its development of the site. The Company's participation is
subject to Mirage's determination to proceed with development of the
site and successful negotiation of an agreement with Mirage, which
would provide for the development of a hotel-casino, adjacent and
linked to Mirage's. The Company's ability to proceed is also subject
to its obtaining the requisite gaming and other approvals and licenses
in New Jersey, as well as the approval of the gaming authorities of
various other jurisdictions. Assuming the Company's consummation of
an agreement with Mirage and receipt of the requisite licenses and
approvals, the Company could begin construction sometime next year,
with an anticipated 24-month construction period. While the exact
extent of a potential development cannot be determined at this time,
the Company is currently contemplating an investment of $500-$600
million to construct a hotel/casino megaresort with at least 2,000
rooms.
The Company believes that it has ample capital resources, through its
existing bank arrangements and its operating cash flows, to meet all
of its existing cash obligations, opportunistically repurchase shares
and fund its commitments on the projects enumerated above. The
Company believes that additional funds could be raised through debt or
equity markets, if necessary.
-25-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, (in thousands, except share data) 1996 1995
ASSETS
Current assets
Cash and cash equivalents $ 62,704 $ 53,764
Receivables 14,527 8,931
Inventories 20,459 22,660
Prepaid expenses 19,418 20,103
Deferred income tax 7,272 5,463
Total current assets 124,380 110,921
Property, equipment and leasehold interests,
at cost, net 1,474,684 1,239,062
Other assets
Excess of purchase price over fair
market value of net assets acquired, net 394,518 9,836
Notes receivable 27,508 68,083
Investments in unconsolidated affiliates 173,270 74,840
Deferred charges and other assets 17,533 9,806
Total other assets 612,829 162,565
Total assets $2,211,893 $1,512,548
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 863 $ 106
Accounts and contracts payable
Trade 16,824 12,102
Construction - 1,101
Accrued liabilities
Salaries, wages and vacations 30,866 24,946
Progressive jackpots 8,151 7,447
Advance room deposits 7,517 8,701
Interest payable 3,169 2,331
Other 26,532 25,274
Total current liabilities 93,922 82,008
Long-term debt 715,214 632,652
Other liabilities
Deferred income tax 148,096 110,776
Other long-term liabilities 9,319 988
Total other liabilities 157,415 111,764
Total liabilities 966,551 826,424
Redeemable preferred stock 18,530 -
Commitments and contingent liabilities
Stockholders' equity
Common stock $.01 2/3 par value
Authorized -- 450,000,000 shares
Issued -- 112,795,332 and 96,441,357 shares 1,880 1,607
Preferred stock $.01 par value
Authorized -- 75,000,000 shares - -
Additional paid-in capital 527,205 124,960
Retained earnings 883,630 754,732
Treasury stock (9,828,809 and 10,589,309 shares),
at cost (185,903) (195,175)
Total stockholders' equity 1,226,812 686,124
Total liabilities and stockholders' equity $2,211,893 $1,512,548
The accompanying notes are an integral part of these consolidated
financial statements.
-26-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year ended January 31, (in thousands, except share data)
1996 1995 1994
Revenues
Casino $664,772 $612,115 $538,813
Rooms 278,807 232,346 176,001
Food and beverage 201,385 189,664 152,469
Other 158,534 166,295 126,048
Earnings of unconsolidated affiliates 45,485 5,459 -
1,348,983 1,205,879 993,331
Less-complimentary allowances (49,387) (35,697) (29,861)
1,299,596 1,170,182 963,470
Costs and expenses
Casino 275,680 246,416 209,402
Rooms 110,362 94,257 78,932
Food and beverage 188,712 177,136 149,267
Other operating expenses 92,631 107,297 82,958
General and administrative 215,083 183,175 150,495
Depreciation and amortization 93,938 81,109 58,105
Preopening expense - 3,012 16,506
Abandonment loss 45,148 - -
1,021,554 892,402 745,665
Operating profit before
corporate expense 278,042 277,780 217,805
Corporate expense 26,669 21,773 16,744
Income from operations 251,373 256,007 201,061
Other income (expense)
Interest, dividends and
other income (loss) 4,022 225 (683)
Interest income and guarantee fees
from unconsolidated affiliate 7,517 992 -
Interest expense (51,537) (42,734) (17,770)
Interest expense from unconsolidated
affiliate (5,616) - -
(45,614) (41,517) (18,453)
Income before provision for income tax 205,759 214,490 182,608
Provision for income tax 76,861 78,204 66,419
Net income $128,898 $136,286 $116,189
Earnings per share $1.33 $1.59 $1.34
The accompanying notes are an integral part of these consolidated
financial statements.
-27-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended January 31, 1996 1995 1994
Increase (decrease) in cash
and cash equivalents (in thousands)
Cash flows from operating activities
Net income $128,898 $136,286 $116,189
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 98,380 82,753 58,965
Increase in deferred income tax 18,430 28,160 13,030
Increase in interest payable 839 53 180
Loss on sale of fixed assets 10,481 768 1,001
Increase in other current assets (1,211) (2,902) (13,772)
Increase in other current liabilities 3,208 2,700 18,290
(Increase) decrease in other non-
current assets (4,706) 6,880 (6,635)
Decrease in other noncurrent
liabilities (65) (65) (65)
Unconsolicated affiliates' earnings
in excess of distributions (9,722) (5,459) -
Total adjustments 115,634 112,888 70,994
Net cash provided by operating
activities 244,532 249,174 187,183
Cash flows from investing activities
Capital expenditures (221,684)(142,667) (378,785)
Decrease in construction payables (1,101) (12,743) (13,918)
(Increase) decrease in investments
in unconsolidated affiliates 1,806 (66,178) (3,203)
(Increase) decrease in notes receivable 40,575 (68,083) -
Net cash paid for acquisition of Gold
Strike Resorts (3,929) - -
Proceeds from sale of equipment and other
assets 1,353 415 685
Net cash used in investing activities (182,980)(289,256) (395,221)
Cash flows from financing activities
Proceeds from issuance of senior subor-
dinated notes - - 299,841
Net effect on cash of issuances and
payments of debt with initial maturities
of three months or less (101,536) 65,378 (40,445)
Issuance of debt with initial maturities
in excess of three months 32,583 - -
Principal payments of debt with initial
maturities in excess of three months (12,852) (169) (10,154)
Exercise of stock options and warrants 19,114 4,919 11,091
Sale of stock warrants 2,000 - -
Purchases of treasury stock and fractional
shares - (15,031) (57,339)
Other 8,079 (361) 739
Net cash provided by (used in)financing
activities (52,612) 54,736 203,733
Net increase (decrease) in cash and cash
equivalents 8,940 14,654 (4,305)
Cash and cash equivalents at beginning
of year 53,764 39,110 43,415
Cash and cash equivalents at end of year $62,704 $53,764 $39,110
Supplemental cash flow disclosures
Cash paid during the year for
Interest (net of amount capitalized) $49,330 $41,613 $16,597
Income tax $55,995 $52,500 $47,000
Noncash investing and financing activities
Purchase of land with debt $ - $ - $10,000
Acquisition of Gold Strike Resorts:
Current assets, other than cash $ (1,487) - -
Property and equipment (115,708) - -
Other assets (484,761) - -
Current liabilities 9,627 - -
Long-term debt 163,978 - -
Other liabilities 17,081 - -
Subsidiary preferred stock 18,530 - -
Stockholders' equity 388,811 - -
$ (3,929) $ - $ -
The accompanying notes are an integral part of these consolidated
financial statements.
-28-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Issued Additional Total
Paid-In Retained Treasury Stockholders'
(in thousands) Shares Amount Capital Earnings Stock Equity
<S> <C> <C> <C> <C> <C> <C>
Balance, January 31, 1993 95,914 1,599 111,516 502,257 (125,363) 490,009
Net income - - - 116,189 - 116,189
Exercise of stock options and warrants 255 4 8,627 - 2,460 11,091
Treasury stock acquired (1,632 shares),
at cost - - - - (57,331) (57,331)
Purchase of fractional shares - - (8) - - (8)
Balance, January 31, 1994 96,169 1,603 120,135 618,446 (180,234) 559,950
Net income - - - 136,286 - 136,286
Exercise of stock options and warrants 272 4 4,825 - 90 4,919
Treasury stock acquired (535 shares),
at cost - - - - (15,031) (15,031)
Balance, January 31, 1995 96,441 $1,607 $124,960 $754,732 $(195,175) $686,124
Net income - - - 128,898 - 128,898
Exercise of stock options and warrants 62 1 9,841 - 9,272 19,114
Issuance of shares in Gold Strike
acquisition 16,292 272 388,539 - - 388,811
Sale of warrants - - 2,000 - - 2,000
Amortization of deferred compensation - - 1,865 - - 1,865
Balance, January 31, 1996 112,795 $1,880 $527,205 $883,630 $(185,903) $1,226,812
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-29-
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION
Circus Circus Enterprises, Inc. (the "Company") was incorporated
February 27, 1974. The Company operates hotel and casino
facilities in Las Vegas, Reno and Laughlin, Nevada and a dockside
casino in Tunica County Mississippi. It is also an investor in
several joint ventures, with operations that include a riverboat
casino in Elgin, Illinois, a hotel/casino in Reno, Nevada and a
casino in Windsor, Canada. (See Note 13 - Investments in
Unconsolidated Affiliates.)
The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. Material
intercompany accounts and transactions have been eliminated.
Investments in 50% or less owned affiliated companies are
accounted for under the equity method.
On November l, 1979, the Company purchased the Slots-A-Fun
Casino in Las Vegas and on February 1, 1983, the Company
purchased the Edgewater Hotel and Casino in Laughlin, Nevada.
The excess of the purchase price over the fair market value of
the net assets acquired amounted to $4.2 million for the purchase
of Slots-A-Fun and $9.7 million for the purchase of the
Edgewater, and each is being amortized over a period of 40 years.
See Note 2 - Acquisition of Gold Strike Resorts.
CAPITALIZED INTEREST
The Company capitalizes interest costs associated with debt
incurred in connection with major construction projects. When no
debt is specifically identified as being incurred in connection
with a construction project, the Company capitalizes interest on
amounts expended on the project at the Company's average cost of
borrowed money. The amounts capitalized during the years ended
January 31, 1996, 1995 and 1994, were $8.6 million, $4.2 million,
and $18.5 million, respectively.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out and the average cost
methods.
CASH EQUIVALENTS
At January 31, 1996 and 1995, cash equivalents (consisting
principally of money market funds and instruments with initial
maturities of three months or less) had a cost approximately
equal to market value.
INTEREST RATE SWAPS
The Company, from time to time, uses interest rate swaps and
similar financial instruments to assist in managing interest
incurred on its long-term debt. The difference between amounts
received and amounts paid under such agreements, as well as any
costs or fees, is recorded as a reduction of, or addition to,
interest expense as incurred over the life of the swap or similar
financial instrument.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization of property, equipment and
leasehold interests are provided using the straight-line method
predominantly over the following estimated useful lives:
Buildings and improvements 15-45 years
Leasehold improvements 5-16 years
Equipment, furniture and fixtures 3-15 years
Leasehold interests 5-14 years
Accumulated amortization of the excess of the purchase price
over the fair market value of the net assets of businesses
acquired was $10.7 million and $4.0 million, as of January 31,
1996 and 1995, respectively.
-30-
REVENUES AND EXPENSES
Revenues include the retail value of rooms, food and beverage
furnished gratuitously to customers. Such amounts are then
deducted as complimentary allowances. The costs of such rooms,
food and beverage were included as casino expenses as follows:
$34.5 million, $30.6 million and $25.0 million for the fiscal
years ended January 31, 1996, 1995 and 1994, respectively. For
the three years, approximately 92%-93% of such costs were for
food and beverage with the balance for rooms. Casino revenues
are the net difference between the sums received as winnings and
the sums paid as losses.
RECLASSIFICATIONS
The financial statements for prior years reflect certain
reclassifications, which have no effect on net income, to conform
with classifications adopted in the current year.
PREOPENING EXPENSES
Preopening expenses consisted principally of direct incremental
personnel costs and advertising and marketing expenses. These
costs were capitalized prior to the opening of the specific
project and were charged to expense at the commencement of
operations. For the year ended January 31, 1995, preopening
expenses amounted to $3.0 million and related to the August 29,
1994 opening of Circus Circus-Tunica. For the year ended January
31, 1994, preopening expenses amounted to $16.5 million and
related to the August 23, 1993 opening of Grand Slam Canyon and
the October 15, 1993 opening of Luxor.
USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and affect the disclosure of contingent
assets and liabilities at the date of the financial statements.
These estimates and assumptions also affect the reported amounts
of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Note 2. Acquisition of Gold Strike Resorts
On June 1, 1995, the Company completed its acquisition of a group
of affiliated entities (collectively "Gold Strike Resorts") in
which it acquired two hotel and casino facilities in Jean,
Nevada, one in Henderson, Nevada, a 50% interest in a joint
venture which owns a riverboat casino and land-based
entertainment complex in Elgin, Illinois, and a 50% interest in a
joint venture which is developing a major destination resort on
the Las Vegas Strip. In exchange for the equity interests in
Gold Strike Resorts, the Company issued 16,291,551 shares of its
common stock and preferred stock of a subsidiary which is
convertible into an additional 793,156 shares of the Company's
common stock. In addition, the Company paid approximately $12
million in cash, while assuming approximately $165 million of
debt. The acquisition has been accounted for by the purchase
method of accounting and resulted in a total purchase price of
approximately $430 million. In determining the purchase price of
Gold Strike Resorts, the value of the Company's common stock
issued was discounted by 30% from the price quoted on the New
York Stock Exchange on May 31, 1995, based on estimates provided
by the Company's investment bankers due to restrictions on the
resale of the common stock issued. The purchase price was
allocated to assets and liabilities based on their estimated fair
values on the date of acquisition. The excess of the purchase
price over the fair market value of the net assets acquired was
approximately $390 million and is being amortized on a straight-
line basis over 40 years.
The following unaudited pro forma information combines the
consolidated results of operations of the Company and Gold Strike
Resorts for the twelve months ended January 31, 1996 and 1995 as
if the acquisition had occurred on February 1, 1995 and 1994,
respectively, after giving effect to amortization of goodwill and
increased corporate expense primarily due to employment contracts
entered into as a result
-31-
of the merger. The pro forma information is not necessarily
indicative of the results of operations which would have actually
been obtained during such periods.
Year ended January 31, 1996 1995
(in thousands, except
share data)
Revenue $1,353,380 $1,286,209
Net income $ 136,543 $ 140,288
Earnings per share $ 1.33 $ 1.37
Note 3. Property, Equipment and Leasehold Interests
Property, equipment and leasehold interests consist of the
following:
January 31, (in thousands) 1996 1995
Land and land leases $ 333,142 $ 125,661
Buildings and improvements 1,107,557 1,024,179
Equipment, furniture and fixtures 494,091 483,147
Leasehold interests 6,908 6,908
Leasehold improvements 3,923 3,709
1,945,621 1,643,604
Less - accumulated depreciation
and amortization (490,596) (412,909)
1,455,025 1,230,695
Construction in progress 19,659 8,367
$1,474,684 $1,239,062
Note 4. Long-term Debt
Long-term debt consists of the following:
January 31, (in thousands) 1996 1995
Amounts due under corporate debt
program at floating interest rates,
weighted average of 5.9% $210,188 $210,828
7-5/8% Senior Subordinated Debentures
due 2013 150,000 150,000
6-3/4% Senior Subordinated Notes
due 2003 (net of unamortized
discount of $119 and $134) 149,881 149,866
10-5/8% Senior Subordinated Notes
due 1997 (net of unamortized
discount of $24 and $42) 99,976 99,958
Amounts due under bank credit agree-
ments at floating interest rates,
weighted average of 6.3% 100,000 22,000
Other notes 6,032 106
716,077 632,758
Less - current portion (863) (106)
$715,214 $632,652
-32-
The Company has established a corporate debt program whereby
it can issue commercial paper or similar forms of short-term
debt. Although the debt instruments issued under this program
are short term in tenor, they are classified as long-term debt
because (i) they are backed by long-term debt facilities (see
below) and (ii) it is management's intention to continue to
replace such borrowings on a rolling basis as various instruments
come due and to have such borrowings outstanding for longer than
one year. To the extent that the Company incurs debt under this
program, it maintains an equivalent amount of credit available
under its bank credit facility, discussed more fully below.
In January 1996, the Company renegotiated its $250 million
unsecured 364-day facility and its $500 million unsecured
reducing revolver, both of which were dated September 30, 1993,
as well as a $145 million reducing revolving credit agreement
assumed by the Company upon its acquisition of Gold Strike
Resorts in June 1995. These agreements were replaced by a new
$1.5 billion unsecured credit facility (reducing to $1.2 billion
on December 31, 1999) which matures on December 31, 2000 (the
"Facility"). The maturity date and reduction date may each be
extended for an unlimited number of one-year periods with the
consent of the bank group. The Facility contains financial
covenants regarding minimum net worth, interest charge coverage,
total debt and new venture capital expenditures and investments.
The Facility is for general corporate purposes. The Company
incurs commitment fees of 22.50 basis points on the unused
portion of the Facility. As of January 31, 1996, the Company had
$100.0 million of borrowings under the Facility. At such date,
the Company had also $210.2 million issued under the corporate
debt program thus reducing, by that amount, the credit available
under the Facility for purposes other than repayment of corporate
debt. The fair value of the debt issued under the corporate debt
program approximates the carrying amount of the debt due to the
short-term maturities of the individual components of the debt.
In July 1993, the Company issued $150 million principal
amount of 6 3/4% Senior Subordinated Notes (the "6 3/4% Notes")
due July 2003 and $150 million principal amount of 7 5/8% Senior
Subordinated Debentures (the "7 5/8% Debentures") due July 2013,
with interest payable each July and January. The 6 3/4% Notes,
which were discounted to $149.8 million, and the 7 5/8%
Debentures are not redeemable prior to maturity and are not
subject to any sinking fund requirements. The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program. As of January 31, 1996, the
estimated fair value of the 6 3/4% Notes was $152.2 million and
the estimated fair value of the 7 5/8% Debentures was $151.9
million based on their trading price.
In June 1990, the Company issued $100 million principal
amount of 10 5/8% Senior Subordinated Notes (the "10 5/8% Notes")
due June 1997, with interest payable each June and December. The
10 5/8% Notes, which were discounted to $99.9 million, are not
redeemable prior to maturity and are not subject to any sinking
fund requirements. Holders of the 10 5/8% Notes may require the
Company to repurchase all or any portion of their notes at par
upon the occurrence of both a Designated Event (as defined in the
indenture) and a Rating Decline (as defined in the indenture).
As of January 31, 1996, $9.1 million principal amount of the 10
5/8% Notes was owned by one of the Company's two founders. As of
January 31, 1996, the estimated fair value of the 10 5/8% Notes
was $106.3 million based on their trading price.
The Company filed a shelf registration, effective January
11, 1996, with the Securities and Exchange Commission which will
allow the issuance of up to $400 million of various types of debt
securities. In February 1996, the Company issued $200 million
principal amount of 6.45% Senior Notes due February 1, 2006 (the
"6.45% Notes"), with interest payable each February and August.
The 6.45% Notes, which were discounted to $199.6 million, are not
redeemable prior to maturity and are not subject to any sinking
fund requirements. The net proceeds from this offering were used
primarily to repay borrowings under the Company's corporate debt
program.
-33-
The Company has a policy aimed at managing interest rate
risk associated with its current and anticipated future
borrowings. This policy enables the Company to use any
combination of interest rate swaps, futures, options, caps and
similar arrangements. The Company has entered into various
interest rate swaps, principally with its bank group, to manage
interest expense, which is subject to fluctuation due to the
variable rate nature of the debt under the Company's corporate
debt program. The Company has interest rate swap agreements under
which it pays a fixed interest rate (weighted average of
approximately 8.8%) and receives a variable interest rate
(weighted average of approximately 5.9% at January 31, 1996)
on $114.5 million notional amount of "initial" swaps, and pays a
variable interest rate (weighted average of approximately 5.7% at
January 31, 1996) and receives a fixed interest rate (weighted
average of approximately 8.2%) on $60 million notional amount of
"reversing" swaps. The net effect of all such swaps resulted in
additional interest expense, due to an interest rate differential
which, at January 31, 1996, was approximately 1.0% on the total
notional amount of the swaps. One of the initial swaps provides
for quarterly reductions in the notional amount of up to $1
million. This swap has a current notional amount of $30 million,
but declines to $22.5 million by its termination date in fiscal
1999. Excluding this swap, the initial swaps have the following
termination dates: $30 million in fiscal 1997, $29.5 million in
fiscal 1999 and $25 million in fiscal 2000. The reversing swaps
expire as follows: $30 million in fiscal 1997 and $30 million in
fiscal 2002.
In addition to the aforementioned swaps, the Company has entered
into an interest rate swap with a notional amount of $100 million
in which the Company pays a floating rate (5.9% at January 31,
1996 and capped at 6.5%) and receives a fixed interest rate of
4.75%. This swap corresponds in both notional amount and
maturity to the Company's 10 5/8% Notes due in 1997. The
variable interest rates which the Company pays or receives under
the various swaps are based primarily upon the London Interbank
Offering Rate (LIBOR). The Company is exposed to credit loss in
the event of nonperformance by the other parties to the interest
rate swap agreements. However, the Company considers the risk of
nonperformance by the counterparties to be minimal because the
parties to the swaps and reverse swaps are predominantly members
of the Company's bank group. If the Company had terminated all
swaps as of January 31, 1996, it would have had to pay a net
amount of approximately $2.5 million based on quoted market
values from the various financial institutions holding the swaps.
As of January 31, 1996, under the Company's most restrictive
loan covenants, the Company was restricted as to the payment of
dividends in excess of approximately $138 million, the purchase
of its own capital stock in excess of approximately $438 million
and was restricted from issuing additional debt in excess of
approximately $629 million.
Required annual principal payments as of January 31, 1996 are
as follows:
Year ending January 31, (in thousands)
1997 $ 863
1998 647
1999 100,171
2000 206
2001 310,405
Thereafter 303,785
$716,077
-34-
Note 5. Leasing Arrangements
Effective November 1, 1981, the Company entered into an 18-year
lease for the premises on which the Silver City Casino in Las
Vegas operates. This lease is accounted for as an operating
lease. The current monthly base rent of $129,982 is subject to
annual increases, calculated using a specified index with a cap
based on a specified percentage of annual revenues. The lease
also provides for profit participation, which began February
1988. The profit participation is the amount by which 50% of
defined net income exceeds the adjusted base rent. There was no
profit participation rent due for the three years ended January
31, 1996.
The Company also leases various storage facilities and
equipment and has various air space under operating leases
expiring individually through 2032. A portion of the Circus
Circus facility in Reno is built on leased land with various
operating leases expiring through 2033. The following is a
schedule by year of future minimum rental payments required as of
January 31, 1996 under these operating leases that have
noncancelable lease terms in excess of one year:
Year ending January 31, (in thousands)
1997 $ 3,465
1998 2,759
1999 2,235
2000 1,796
2001 571
Thereafter 7,650
$ 18,476
Rent expense for all leases accounted for as operating leases was
as follows:
Year ended January 31,
(in thousands) 1996 1995 1994
Operating rent expense $3,414 $3,452 $3,262
Note 6. Income Tax
The components of the provision for income taxes are as follows:
Year ended January 31,
(in thousands) 1996 1995 1994
Current
Federal $57,409 $56,745 $57,093
State 810 130 -
58,219 56,875 57,093
Deferred
Federal 15,588 19,254 9,326
Foreign 3,054 2,075 -
18,642 21,329 9,326
Total $76,861 $78,204 $66,419
-35-
The Company has recognized a tax benefit of $4.2 million,
$1.2 million and $3.9 million related to the exercise of stock
options and warrants for the fiscal years ended January 31, 1996,
1995 and 1994, respectively. Such amounts reduce the current
portion that is actually payable.
The cumulative balance of the deferred tax liability is due
predominantly to temporary book/tax depreciation differences.
The components of deferred income tax expense are as follows:
Year ended January 31,
(in thousands) 1996 1995 1994
Additional depreciation
resulting from the use of
accelerated methods for tax
purposes and the straight-line
method for financial state-
ment purposes $11,418 $18,598 $9,679
Effect of writing off preopening
expenses for financial state-
ment purposes and amortizing
over five years for tax purposes 1,514 861 (4,092)
Loss on assets written off as
impaired for book purposes not
deducted for tax purposes (2,370) - -
Difference between book and tax
basis of investments in uncon-
solidated affiliates 3,469 - -
Effect of writing off research and
experimental expenses for tax
purposes and capitalizing for
financial statement purposes - - 3,385
Foreign income 3,054 2,075 -
Other, net 1,557 (205) 354
$18,642 $21,329 $9,326
The reconciliation of the difference between the federal
statutory tax rate and the Company's effective tax rate is as
follows:
Year ended January 31, 1996 1995 1994
Federal statutory tax rate 35.0% 35.0% 34.9%
Nondeductible goodwill 1.1 - -
State and foreign income and
franchise taxes, net of federal
tax benefits .6 - -
Adjust deferred tax balances for
increase in federal statutory tax rate - - 1.0
Nondeductible employee meals .1 .9 .3
Other .6 .6 .2
Effective tax rate 37.4% 36.5% 36.4%
-36-
The income tax effects of temporary differences between financial
and income tax reporting that gave rise to deferred income tax assets
and liabilities at January 31, 1996 and 1995, under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, are as
follows:
(in thousands) 1996 1995
Deferred tax liabilities
Property and equipment $136,929 $108,231
Investments in unconsolidated
affiliates 8,793 2,076
Other 8,739 7,639
Gross deferred tax liabilities 154,461 117,946
Deferred tax assets
Accrued vacation 3,989 3,572
Preopening expense, net of amortization 3,532 4,592
Other 6,116 4,469
Gross deferred tax assets 13,637 12,633
Net deferred tax liabilities $140,824 $105,313
Note 7. Stock Split
In June 1993, the Board of Directors declared a 3-for-2 split of the
Company's common stock, which was paid July 23, 1993, to stockholders
of record on July 9, 1993. All share data in the accompanying
financial statements has been adjusted retroactively for the 3-for-2
stock split.
Note 8. Employee Retirement Plans
Approximately 39% of the Company's employees are covered by
union-sponsored, collectively bargained, multi-employer, defined
benefit pension plans. The Company contributed $8.4 million, $8.1
million and $6.5 million during the years ended January 31, 1996, 1995
and 1994, respectively, for such plans. These contributions are
determined in accordance with the provisions of negotiated labor
contracts and generally are based on the number of hours worked.
The Company also has a profit sharing and investment plan covering
primarily non-union employees who are at least 21 years of age and
have at least one year of service. The plan is a voluntary defined
contribution plan and is subject to the provisions of the Employee
Retirement Income Security Act of 1974. The plan allows for
investments in the Company's common stock as one of the investment
alternatives. The Company's contributions to this plan are determined
based on employees' years of service and matching of employees'
contributions, and were approximately $3.6 million, $3.3 million and
$3.3 million in the years ended January 31, 1996, 1995 and 1994.
Contributions may be funded with the Company's stock or cash. The
fiscal 1996, 1995 and 1994 contributions were funded in cash.
-37-
Note 9. Warrants, Stock Options, Stock Rights and Share Repurchases
WARRANTS
In June 1989, the stockholders approved a stock purchase warrant plan
enabling the Company to offer warrants to its officers and other key
employees to purchase up to 4.5 million shares of the Company's common
stock. In accordance with the provisions of such plan, the 4.5
million warrants were subsequently issued in June 1989 at a price of
$.17 per warrant, with an exercise price of $14.33 ($.67 per share
over the fair market value on the date the warrants were authorized).
Each warrant has a term of seven years, with 50% of the warrants
becoming exercisable two years from the date of grant and the
remaining 50% three years from the date of grant. As of January 31,
1996, warrants representing 3.8 million shares had been exercised,
including 352,000 shares which were exercised during the year ended
January 31, 1996.
STOCK OPTIONS
The Company also has various stock option plans for executive,
managerial, and supervisory personnel as well as the Company's outside
directors and consultants. The plans permit grants of options,
performance shares and restricted stock relating to the Company's
common stock. During the year ended January 31, 1996, options for
3,782,500 shares (including warrants for 2,000,000 shares for which
the Company received a $2 million purchase price) were granted at
prices ranging from $25.25 to $35.33 with a weighted average exercise
price of $27.99 per share, while options for 822,924 shares were
exercised at prices ranging from $8.58 to $26.88 with a weighted
average exercise price of $20.96 per share. As of January 31, 1996
options for 7.4 million shares remained exercisable at prices ranging
from $8.58 to $39.34 with a weighted average exercise price of $24.75
per share, while options covering 2.6 million shares remained
available for grant. The stock options are generally exercisable in
one or more installments beginning not less than six months after the
grant date.
The Financial Accounting Standards Board has issued its SFAS No.
123, "Accounting for Stock-Based Compensation," which is effective for
fiscal years beginning after December 15, 1995. This statement
recommends that companies account for stock option plans by
recognizing the fair value of stock options granted over the vesting
period of the option, but also permits companies to continue to
account for employee stock options under Accounting Principles Board
Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to
Employees." The Company will adopt SFAS No. 123 in its fiscal year
ending January 31, 1997 but will continue to account for options under
APB No. 25 and will disclose the pro forma net income and earnings per
share effect as if the Company had used the fair value-based method
recommended under SFAS No. 123.
STOCK RIGHTS
On July 14, 1994, the Company declared a dividend of one Common Stock
Purchase Right (the "Rights") for each share of common stock
outstanding at the close of business on August 15, 1994. Each Right
entitles the holder to purchase from the Company one share of common
stock at an exercise price of $125, subject to certain antidilution
adjustments. The Rights become exercisable ten days after the earlier
of an announcement that an individual or group has acquired 10% or
more of the Company's outstanding common stock or the announcement of
commencement of a tender offer for 10% or more of the Company's common
stock.
In the event the Rights become exercisable, each Right (except
the Rights beneficially owned by the acquiring individual or group,
which become void) would entitle the holder to purchase, for the
exercise price, a number of shares of the Company's common stock
having an aggregate current market value equal to two times the
exercise price. The Rights expire August 15, 2004, and may be
redeemed by the Company at a price of $.01 per Right any time prior to
their expiration or the acquisition of 10% or more of the Company's
common stock. The Rights should not interfere with any merger or
other business
-38-
combination approved by the Company's Board of Directors and are
intended to cause substantial dilution to a person or group that
attempts to acquire control of the Company on terms not approved by
the Board of Directors.
SHARE REPURCHASES
During the year ended January 31, 1995, the Company repurchased 0.5
million shares of its common stock at a cost of $15 million. In
fiscal 1994, 1.6 million shares were repurchased at a cost of $57.3
million.
Note 10. Redeemable Preferred Stock
In connection with the acquisition of Gold Strike Resorts, New Way,
Inc., a wholly-owned subsidiary of the Company, issued 1,069,926
shares of $10.00 Cumulative Preferred Stock. Dividends are payable
when, as and if declared by the Board of Directors. Each share of
preferred stock is exchangeable for approximately 3.9 shares of the
Company's common stock, however, no dividends are payable in the event
of exchange. In general, the preferred stock is exchangeable by the
holder thereof after two years from the date of issuance, and by the
Company on the occurrence of certain events, including a merger of New
Way, Inc. into another subsidiary of the Company. The exchange rate
is subject to adjustment in the event of certain dilutive events. The
preferred stock is subject to mandatory redemption on the fifteenth
anniversary of the date of original issuance at a price equal to the
liquidation preference ($100) plus all unpaid dividends. Of the
preferred shares issued, 866,640 were issued to another wholly-owned
subsidiary of the Company.
Note 11. Preferred Stock
The Company is authorized to issue up to 75 million shares of $.01 par
value preferred stock in one or more series having such respective
terms, rights and preferences as are designated by the Board of
Directors. No preferred stock has yet been issued.
Note 12. Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period.
Earnings per share assuming full dilution is not presented because the
exercise of stock options and warrants and the conversion of
exchangeable preferred stock would not have a material dilutive effect
on the per share amounts. The weighted average number of shares
outstanding for the years ended January 31, 1996, 1995 and 1994 were
97.2 million, 85.8 million and 87.0 million, respectively.
Note 13. Investments In Unconsolidated Affiliates
The Company has investments in unconsolidated affiliates that are
accounted for under the equity method. Under the equity method,
original investments are recorded at cost and adjusted by the
Company's share of earnings, losses and distributions of these
companies. The investment balance also includes interest
capitalized during construction. Investments in unconsolidated
affiliates consist of the following:
-39-
January 31, (in thousands) 1996 1995
Circus and Eldorado Joint Venture (50%)
(Hotel/Casino, Reno, Nevada) $ 52,917 $55,256
Windsor Casino Limited (33 1/3%)
(Casino, Windsor, Canada) 11,799 5,413
American Entertainment, L.L.C. (50%)
(Riverboat Casino, Chalmette, Louisiana) - 14,171
Elgin Riverboat Resort (50%)
(Riverboat Casino, Elgin, Illinois) 56,719 -
Victoria Partners (50%)
(Hotel/Casino, Las Vegas, Nevada) 51,835 -
$173,270 $74,840
In June 1995, the Company purchased the remaining 50% interest in
American Entertainment, L.L.C. from the other partner and in July
1995, the Company sold the unfinished riverboat project (see Note 14
for additional details). The Company's 50% interests in each of Elgin
Riverboat Resort and Victoria Partners were acquired as part of the
merger with Gold Strike Resorts.
All of the Company's investments in unconsolidated affiliates
operate with fiscal years ending on December 31. Summarized balance
sheet information of the unconsolidated affiliates as of December 31,
1995 and 1994 is as follows:
(in thousands) 1995 1994
Current assets $ 58,402 $ 16,025
Property and other assets, net $650,764 $188,219
Current liabilities $ 72,416 $ 22,812
Long-term debt and other liabilities $324,538 $ 57,958
Equity $312,212 $123,474
Summarized results of operations of the unconsolidated affiliates
for the years ended December 31, 1995 and 1994 are as follows:
(in thousands) 1995 1994
Revenues $305,257 $ 16,834
Expenses $177,108 $ 2,790
Operating income $128,149 $ 14,044
Net income $119,487 $ 14,044
Note 14. Abandonment loss
During the second quarter, the Company wrote-off $45.1 million of
costs associated with various assets which were disposed of or whose
values had otherwise become impaired. The Company sold its partially
completed riverboat gaming facility in Chalmette, Louisiana for $4
million. The Company had a net investment (including a loan to the
other joint venturer) of $35.5 million in this project and thus
recognized a loss of $31.5 million on this sale. After reevaluating
the New Orleans market, the Company determined that this project could
no longer promise a sufficiently high rate of return to meet Company
objectives.
The Company wrote-off $6.2 million representing the remaining
value of a parking garage and people mover at Circus Circus-Reno. The
Company also wrote-off $3.7 million for a dismantled monorail system
between Luxor and Excalibur, $2.1 million for a dismantled gondola system at
Circus Circus-Las Vegas and $1.6 million for miscellaneous other
assets.
-40-
Note 15. Commitments and Contingent Liabilities
In December 1993, Windsor Casino Limited, a corporation owned equally
by Circus Circus Enterprises, Inc., Caesars World, Inc. and Hilton
Hotels Corporation or their subsidiaries, was selected to exclusively
negotiate an agreement to design, build and operate a casino complex
in Windsor, Ontario, Canada. The planned complex will include casino,
showroom and meeting facilities as well as a 400-room hotel, all
located in Windsor's central business district, immediately across the
Detroit River from Detroit, Michigan. An interim casino, operated by
Windsor Casino Limited, opened in May 1994. In December 1995, the
interim facility was expanded to include a dockside casino, bringing
the total casino space to approximately 75,000 square feet. The
corporation is currently negotiating an agreement for a permanent
facility.
On July 28, 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino (a privately held company) opened in downtown
Reno, Nevada. Silver Legacy is themed as a turn-of-the-century
silver- mining town and is located on a site between Circus Circus-
Reno and the Eldorado, connected to both properties by enclosed
skyways. The cost of Silver Legacy was approximately $350 million
(excluding preopening expenses), of which the venturers contributed
$103.8 million in equity. On May 31, 1995, the joint venture
completed a $230 million bank credit agreement with its bank group. A
portion of the proceeds of this loan were used to repay amounts
previously lent to the joint venture by the Company. As a condition
to the credit agreement, Circus guaranteed completion of Silver Legacy
and, in addition, entered into a make-well agreement whereby it is
obligated to make additional contributions to the joint venture as may
be necessary to maintain a minimum coverage ratio (as defined). As of
January 31, 1996, the Company had a net equity investment of
approximately $52.9 million in the project and had outstanding loans
to the joint venture in the principal amount of $27.5 million.
The Company owns a 50% interest in a joint venture (with Mirage
Resorts, Incorporated) which is developing Monte Carlo, a major
destination resort under construction on the Las Vegas Strip for which
the Company serves as the venture's manager. Monte Carlo has an
estimated cost of $350 million (including land, capitalized interest
and preopening expenses), and the Company is obligated to fund a
portion of such cost in excess of certain equity contributions and the
funding provided by a $200 million construction loan and $10 million
of vendor financing. As a condition to the construction loan, the
Company has guaranteed the completion of Monte Carlo. The Company's
total equity contribution is anticipated to be approximately $70
million, of which $45.1 million had been funded as of January 31,
1996. Monte Carlo is scheduled to open June 21, 1996.
In January 1996, the Company commenced construction on a major
expansion at Luxor that will include approximately 2,000 additional
rooms, situated in two identical 22-story towers designed in a
stepped-pyramid style, located between Luxor and Excalibur. The
expansion will also include additional casino space, retail area,
restaurants, and a multi-purpose showroom, as well as a signature dark
ride with a working title of "Tutmania," an adventure through the
fabled and enchanted tombs of ancient Egypt. The rooms should open by
the end of calendar 1996. The estimated cost for this expansion is
approximately $250 million.
Also in January 1996, the Company commenced construction of a 1,000-
room tower addition at Circus Circus-Las Vegas, which is scheduled for
completion by the end of 1996. This addition will bring the total
number of rooms at Circus Circus-Las Vegas to approximately 3,800. In
concert with this expansion, the Company is also refurbishing all of
the existing rooms at Circus Circus-Las Vegas. The estimated cost of
the 1,000-room tower is approximately $60 million.
The Company has funded the above projects from internal cash
flows, project specific financing or its credit facility, and
anticipates that future funding for such projects will be from these
sources, including the $1.5 billion credit facility, of which
approximately $1.19 billion was not drawn as of January 31, 1996.
The Company is a defendant in various pending litigation. In
management's opinion, the ultimate outcome of such litigation will not
have a material effect on the results of operations or the financial
position of the Company.
-41-
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Circus Circus
Enterprises, Inc.:
We have audited the accompanying consolidated balance sheets of
Circus Circus Enterprises, Inc. (a Nevada corporation) and
subsidiaries as of January 31, 1996 and 1995 and the related
consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended January 31,
1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Circus Circus Enterprises, Inc. and subsidiaries as of January
31, 1996 and 1995 and the results of their operations and their
cash flows for each of the three years in the period ended
January 31, 1996, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
February 28, 1996
Management's Report on Financial Statements
The Company is responsible for preparing the consolidated
financial statements and related information appearing in this
report. Management believes that the financial statements
present fairly its financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles. In preparing its financial statements, the Company
is required to include amounts based on estimates and judgments
which management believes are reasonable under the circumstances.
The Company maintains accounting and other control systems
designed to provide reasonable assurance that financial records
are reliable for purposes of preparing financial statements and
that assets are properly accounted for and safeguarded.
Compliance with these systems and controls is reviewed through a
program of audits by an internal audit staff.
The Board of Directors fulfills its responsibility for the
Company's financial statements through its audit committee, which
is composed solely of directors who are not Company officers or
employees. The audit committee meets from time to time with the
independent public accountants, management and the internal
auditors. The independent public accountants have direct access
to the audit committee, with or without the presence of
management representatives.
-42-
Exhibit 21
Subsidiaries of the Company
Set forth below is information concerning the Company's (CCEI) subsidiaries
and their respective ownership.
Jurisdiction Percentage
Name and Form of Ownership
Circus Circus Casinos, Inc.(1) Nevada corporation 100% CCEI
Slots-A-Fun, Inc.(2) Nevada corporation 100% CCEI
Edgewater Hotel Corporation(3) Nevada corporation 100% CCEI
Colorado Belle Corp.(4) Nevada corporation 100% CCEI
New Castle Corp.(5) Nevada corporation 100% CCEI
Ramparts, Inc.(6) Nevada corporation 100% CCEI
Circus Circus Mississippi, Inc.(7) Mississippi corporation 100% CCEI
Pinkless, Inc.(8) Nevada corporation 100% CCEI
New Way, Inc. ("NWI")* Nevada corporation 100% MSE
Circus Circus Development Corp. Nevada corporation 100% CCEI
Galleon, Inc.("GI") Nevada corporation 100% CCEI
M.S.E. Investments,
Incorporated ("MSE") Nevada corporation 100% CCEI
Last Chance Investments,
Incorporated ("LCI") Nevada corporation 100% CCEI
Goldstrike Investments,
Incorporated ("GSI") Nevada corporation 100% CCEI
Diamond Gold, Inc. ("DGI") Nevada corporation 100% CCEI
Oasis Development Company,
Inc. ("ODC") Nevada corporation 100% CCEI
Goldstrike Finance Company, Inc. Nevada corporation 100% CCEI
Railroad Pass Investment Group
("RPIG")(9) Nevada partnership 70% MSE
20% LCI
10% GSI
Jean Development Company
("JDC")(10) Nevada partnership 40% MSE
40% LCI
20% GSI
Jean Development West ("JDW")(11) Nevada partnership 40% MSE
40% LCI
12% GSI
8% DGI
Nevada Landing Partnership ("NLP") Illinois partnership 40% MSE
40% LSI
5% GSI
15% DGI
Gold Strike L.V. ("GSLV") Nevada partnership 39% MSE
39% LCI
6.5% GSI
2.5% DGI
13% NWI
Jean Development North ("JDN") Nevada partnership 38.5% MSE
38.5% LCI
5% GSI
9% DGI
9% NWI
Lakeview Gaming Partnerships
Joint Venture Nevada partnership 16 % RPIG
16 % JDC
16 % JDN
16 % JDW
16 % NLP
16 % GSLV
Gold Strike Resorts, Inc. Nevada corporation 100% CCEI
Gold Strike Fuel Company Nevada partnership 16 % MSE
16 % LCI
16 % GSI
50% ODC
Jean Fuel Company West Nevada partnership 40% MSE
40% LCI
12% GSI
8% ODC
Goldstrike Aviation, Incorporated Nevada corporation 100% CCEI
Circus Circus Missouri, Inc. Missouri corporation 100% CCEI
Circus Circus Louisiana, Inc.
("CCLI") Louisiana corporation 100% CCEI
Circus Circus Louisiana II,
Inc. ("CCLII") Louisiana corporation 100% CCEI
American Entertainment, L.L.C. Louisiana limited
liability co. 50% CCLI
50% CCLII
Circus Australia Casino, Inc. Nevada corporation 100% CCEI
Circus Circus Indiana, Inc. Indiana corporation 100% CCEI
Pine Hills Development Mississippi partnership 90% PHDII
Pine Hills Development II ("PHDII") Mississippi partnership 50.5% MSE
32% LCI
7.5% GSI
2.5% DGI
7.5% NWI
Gold Strike Resorts, L.L.C. Indiana limited
liability company 40% MSE
36% LCI
10% GSI
2% DGI
12% NWI
Scentsational, Inc. Nevada corporation 100% CCEI
Racing Boats, Inc. Nevada corporation 100% CCEI
Other Interests:
Darling Casino Limited Australian public
company limited
by shares 50% CCEI
Windsor Casino Limited Canadian corporation 33 % CCEI
Circus and Eldorado Joint Venture Nevada partnership 50% GI
Victoria Partners Nevada partnership 50% GSLV
Elgin Riverboat Resort Illinois partnership 50% NLP
* MSE owns 100% of the common stock of New Way, Inc., and 81% of the non-
voting preferred stock of New Way, Inc. A total of 19% of non-voting
preferred stock of New Way, Inc., convertible into common stock of CCEI, is
owned by five individuals who are affiliated with CCEI.
(1) Doing business as Circus Circus Hotel & Casino - Las Vegas, Circus
Circus Hotel & Casino - Reno and Silver City Casino.
(2) Doing business as Slots-A-Fun Casino.
(3) Doing business as Edgewater Hotel & Casino.
(4) Doing business as Colorado Belle Hotel & Casino.
(5) Doing business as Excalibur Hotel & Casino.
(6) Doing business as Luxor Hotel & Casino.
(7) Doing business as Circus Circus - Tunica.
(8) Doing business as Hacienda Resort Hotel & Casino.
(9) Doing business as Railroad Pass Hotel & Casino.
(10) Doing business as Goldstrike Hotel and Gambling Hall.
(11) Doing business as Nevada Landing Hotel & Casino.
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> JAN-31-1996
<CASH> 62,704
<SECURITIES> 0
<RECEIVABLES> 14,527
<ALLOWANCES> 0
<INVENTORY> 20,459
<CURRENT-ASSETS> 124,380
<PP&E> 1,965,280
<DEPRECIATION> 490,596
<TOTAL-ASSETS> 2,211,893
<CURRENT-LIABILITIES> 93,922
<BONDS> 715,214
18,530
0
<COMMON> 1,880
<OTHER-SE> 1,224,932
<TOTAL-LIABILITY-AND-EQUITY> 2,211,893
<SALES> 1,299,596
<TOTAL-REVENUES> 1,299,596
<CGS> 0
<TOTAL-COSTS> 1,021,554
<OTHER-EXPENSES> 26,669
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,614
<INCOME-PRETAX> 205,759
<INCOME-TAX> 76,861
<INCOME-CONTINUING> 128,898
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