SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K/A
Amendment No. 1 to
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ________ to ________
Commission file number 0-8570
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
CIRCUS CIRCUS ENTERPRISES, INC.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109-1120
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 5
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1996 6
Notes to Financial Statements 7-13
Schedules:
II. Combining Statements of Net Assets Available
for Benefits as of December 31, 1996 and 1995 14-15
III. Combining Statement of Changes
in Net Assets Available for Benefits for
the Year Ended December 31, 1996 16
Schedule of Assets Held for Investment
at December 31, 1996 (Form 5500 Schedule 27(a)) 17
Reportable Transactions for the Year
Ended December 31, 1996 (Form 5500 Schedule 27(d)) 18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Circus Circus Enterprises, Inc.:
We have audited the accompanying statements of net assets available
for benefits (including Schedule II) of Circus Circus Employees'
Profit Sharing and Investment Plan (the "Plan") as of December 31,
1996 and 1995, and the related statement of changes in net assets
available for benefits (including Schedule III) for the year ended
December 31, 1996. These financial statements are the responsibility
of the Plan'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.
<PAGE>
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1996 and 1995, and the changes
in net assets available for benefits for the year ended December 31,
1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment at December 31, 1996 and
reportable transactions for the year ended December 31, 1996 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the combining
statement of net assets available for benefits and the combining
statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 24, 1997
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
CASH $3,715,391 $ 769,176
CONTRIBUTIONS RECEIVABLE:
Employee 433,759 311,319
Employer 889,222 744,392
INVESTMENT INCOME RECEIVABLE 390,153 -
INVESTMENTS, at contract or market value:
Circus Circus Common Stock Fund
(cost of $14,587,182 and $16,292,801) 21,908,288 20,352,736
Fixed Income Fund
(cost of $15,260,030 and $12,977,614) 15,260,030 12,977,614
General Common Stock Fund
(cost of $2,847,420 and $2,357,606) 4,201,928 3,265,313
U.S. Government Securities Fund
(cost of $707,831 and $379,221) 709,947 387,463
Capital Fund
(cost of $2,163,725 and $1,310,035) 2,280,472 1,398,857
Small Capitalization Index Fund
(cost of $583,829) 598,939 -
International Growth Fund
(cost of $417,260) 433,621 -
ESOP Fund
(cost of $13,761,886 and $14,739,369) 17,552,872 15,439,238
NET ASSETS $68,374,622 $55,646,108
The accompanying notes are an integral part of these statements.
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
CONTRIBUTIONS:
Employee $ 7,018,361
Employer automatic 3,679,240
Employer matching 496,590
Total contributions 11,194,191
INVESTMENT INCOME:
Interest 301,594
Cash dividends 1,041,827
Total net investment income 1,343,421
INVESTMENT GAINS:
Realized gains, net 2,636,666
Unrealized appreciation 6,576,785
Total net investment gains 9,213,451
INCREASE BEFORE DISTRIBUTIONS 21,751,063
BENEFIT DISTRIBUTIONS (9,022,549)
INCREASE IN NET ASSETS 12,728,514
NET ASSETS, beginning of year 55,646,108
NET ASSETS, end of year $68,374,622
The accompanying notes are an integral part of this statement.
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(1) Description of the Plan
The following description of the Circus Circus Employees' Profit
Sharing and Investment Plan (the "Plan") provides only general
information. Plan participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
General
The Plan was adopted as a 401(k) plan by the Board of Directors of
Circus Circus Enterprises, Inc. ("CCEI") in August 1985 and has been
approved by the Board of Directors of each of its wholly owned
subsidiaries which are participating employers (collectively referred
to as the "Company"). Certain other amendments have been made to the
Plan from time to time, including those necessary to comply with
Internal Revenue Service and Department of Labor guidelines.
The Plan is administered by CCEI except with respect to investments
(see Note 2). Plan amendments must be approved by CCEI's Board of
Directors.
The Plan is a voluntary defined contribution plan covering primarily
nonunion employees of at least age 21 who have completed one year of
service, including at least 1,000 hours of service as defined in the
Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
Changes in the Plan
On November 21, 1995, the Plan was amended (Tenth Amendment and
Restatement, effective January 1, 1996) for the primary purpose of
offering participants a greater diversity of investment alternatives.
Two investment options were added, Fund F-Small Capitalization Index
Fund and Fund G-The International Growth Fund (See Note 2 Investment
Options).
The Plan, as amended, requires that participants make an election
(among the seven investment options) for the investment of all
employer contributions subsequent to 1995, which are made in cash and
no longer directed to the ESOP Fund. No more than 25% of these
contributions or of post-1995 employee contributions may be directed
to Fund A, the Circus Circus Stock Fund. Transfers of previously
invested balances into Fund A will be allowed only to the extent that
a participant's Fund A balance is less than 25% of his/her total
balance prior to the transfer. The Plan, as amended, also provides
that any contributions by or for a participant who fails to make
investment elections will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund.
The Plan amendment also modified an eligibility provision to permit
qualifying employees of specific subsidiaries acquired in 1995 to
enter the Plan on January 1, 1996. The amendment also changed the
name of the Plan to the Circus Circus Employees' Profit Sharing and
Investment Plan. Other minor changes were included in the amendment
for purposes of regulatory compliance, clarification and general
updating.
Contributions
Contributions to the Plan are limited under certain provisions
of the Internal Revenue Code (the "Code") as follows:
i. Section 401(k) of the Code establishes maximum percentages of
compensation which may be contributed as elective contributions
by participants of the Plan who constitute "Highly Compensated
Employees" (as defined in the Code).
ii. Section 401(m) of the Code establishes maximum percentages of
compensation which may be contributed as matching contributions
on behalf of such Highly Compensated Employees.
iii. Section 402(g) of the Code establishes a specific dollar
limitation on the amount of an individual participant's elective
contributions to the Plan.
iv. Section 415 of the Code establishes limitations on the combined
amounts of annual employer and employee contributions and
forfeitures which may be credited to an individual participant's
account.
Employee Savings Contributions
The Plan provides for each participant to contribute up to 15
percent of his/her compensation unless otherwise reduced to
comply with limitations as contained in the Internal Revenue
Code. The participants may elect to have such contributions
invested in any of seven investment options (see Note 2
"Investment Options").
Savings contributions are accepted on the condition that they
fall within certain limitations contained in the Plan document.
Savings contributions that do not comply with those limitations
are returned (with the earnings, if any, on such amount) to the
participant after the Plan year end.
Automatic Contributions
The Company contributes an amount to each eligible participant's
account annually based on years of credited service (as defined).
Automatic contributions, ranging from $250 for one year of
credited service to $800 for eight or more years of credited
service, per participant, are funded in cash.
Employer Matching Contributions
The Company matches 25% of participant savings contributions up
to specified maximum amounts per participant ranging from $62.50
for one year of credited service to $200 for eight or more years
of credited service. The contributions are funded in cash.
Employer Discretionary Contributions
The Plan also provides for discretionary contributions to be made
by the Company, if approved by CCEI's Board of Directors. No
employer discretionary contributions had been made through
December 31, 1996.
Vesting
Participants eligibly employed before July 3, 1989, and who entered
the Plan on or before December 31, 1992, are fully vested in all
employer contributions and related earnings. For participants with
initial eligible employment dates on or after July 3, 1989, and for
participants with eligible employment dates prior to July 3, 1989, but
who did not enter the Plan until after December 31, 1992, employer
contributions and earnings thereon begin vesting in annual 25%
increments after three years of service and are completely vested
after six years of service, as defined in the Plan. All employee
contributions and earnings thereon are 100% vested, regardless of
employment date.
The Plan requires a participant to reach age 65 and to complete five
years of Plan participation to qualify for normal retirement. All
accounts are fully vested at the time of normal retirement. In the
event of death or total disability (as defined) of a participant, the
participant's accounts also become fully vested.
Upon termination of employment prior to normal retirement, total
disability or death, the unvested portion of a participant's account
is forfeited. Such forfeitures of $335,070 occurring during the 1995
Plan year were allocated among the remaining participants as of the
last day of the 1996 Plan year in proportion to the respective
participant's automatic contributions for such Plan year.
Benefits
The benefit to which a participant is entitled is paid in a lump sum.
The following benefits are payable under the provisions of the Plan:
Retirement Benefit
Upon the later of reaching normal retirement age (65 years of
age), or accumulating five years of Plan participation, a
participant is entitled to a retirement benefit in an amount
equal to 100% of the participant's account balance.
Death Benefit
In the event of the death of a participant, his designated
beneficiary is entitled to a death benefit in an amount equal to
100% of the participant's account balance.
Disability Benefit
In the event a participant becomes totally disabled (as defined),
such participant is entitled to a disability benefit in an amount
equal to 100% of the participant's account balance.
Severance of Employment Benefit
In the event a participant's employment with the Company is
terminated, such participant is entitled to a severance of
employment benefit in an amount equal to the participant's
vested account balance.
Benefits Payable
Net assets available for benefits at December 31, 1996 and 1995
include the market values of $17,075 and $391,062, respectively,
for distributions to be paid subsequent to year end.
(2) Investment Options
Effective January 1, 1996, all employer contributions are made in cash
and are directed to investment options in accordance with the
participant's investment election as of the last day of the Plan year.
All employee contributions are invested among the following seven
investment options available under the Plan, at the direction of the
participant. No portion of the ESOP fund investments may be directed
by participants into other funds prior to 1999. To the extent a
participant does not specifically designate investment elections,
undesignated amounts will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund or until
a designation can be obtained from the participant. The participant-
directed investment options available are as follows:
Fund A - Circus Circus Common Stock Fund
This Fund is invested by Bank of America, Nevada (the "Trustee"),
primarily in CCEI common stock. The Trustee has discretion as to
the timing and manner of purchasing shares of common stock. Cash
dividends or interest, if any, are reinvested in this fund, and
any stock dividends or shares issued pursuant to a stock split on
the shares held by this fund will be added to this fund.
The respective numbers of shares of CCEI common stock held by
this fund as of the dates indicated are as follows:
December 31,
1996 1995
Number of shares 637,332 730,143
Fund B - Fixed Income Fund
Investments in Fund B are generally invested by the Trustee in
the Merrill Lynch Retirement Preservation Trust (the "Merrill
Lynch Fund"), which is a collective trust fund available for
investments by qualified retirement plans. The Merrill Lynch
Fund's investment goal is to obtain high current income
consistent with the preservation of capital and the maintenance
of liquidity. The Merrill Lynch Fund is invested primarily in
contracts issued by insurance companies and banks which provide
for a return of principal plus interest, either periodically or
at maturity. Investments may also include money market
instruments. Merrill Lynch Trust Company ("Merrill Lynch") and
Merrill Lynch Asset Management, L.P. (entities entirely owned,
directly or indirectly, by Merrill Lynch & Co., Inc.) are the
trustee and the investment advisor, respectively, of the Merrill
Lynch Fund.
Fund C - General Common Stock Fund
This fund is invested by the Trustee in the S&P 500 Index
Portfolio (the "Portfolio"), an investment fund constituting a
part of the SEI Index Funds and managed by SEI Fund Management.
The Portfolio seeks to provide investment results that correspond
to the aggregate price and dividend performance of the securities
in the Standard & Poor's 500 Composite Price Index.
Fund D - U.S. Government Securities Fund
This fund is invested by the Trustee in institutional shares of
the Federated U.S. Government Securities Fund: 2-5 years (the
"U.S. Fund"). The U.S. Fund invests in U.S. government securities
to provide current income, and invests only in those securities
with remaining maturities of five years or less.
Fund E - Capital Fund
This fund is invested by the Trustee in Class A shares of Merrill
Lynch Capital Fund, Inc. (the "Capital Fund"). The Capital Fund
seeks to achieve high total investment return consistent with
prudent risk by investing in equity securities, corporate bonds
or money market securities.
Fund F - Small Capitalization Index Fund
This fund is invested by the Trustee in the Small Capitalization
Stock Portfolio of the Vanguard Index Trust (the "Small Cap
Fund") and is administered by Vanguard's Core Management Group.
The Small Cap Fund seeks to replicate the aggregate price and
yield performance of the Russell 2000 Small Stock Index, a
broadly diversified small-capitalization stock index consisting
of approximately 2,000 common stocks.
Fund G - International Growth Fund
This fund is invested by the Trustee in the Scudder International
Fund (the "International Fund"), one of a series of funds of
Scudder International Fund, Inc. and is managed by Scudder,
Stevens & Clark, Inc. The International Fund seeks long-term
growth of capital by investing in a diversified portfolio of
marketable stocks issued by non-U.S. companies, thus permitting
participation in foreign economies having prospects for growth.
(3) Summary of Significant Accounting Policies
Accrual Basis of Accounting
The Plan's financial statements are prepared on an accrual basis.
Plan Expenses
Plan expenses, including accounting, legal, trustee and any other
costs of administering the Plan, are paid by the Company or charged to
the Plan at the discretion of CCEI's Board of Directors. All Plan
expenses during 1996 were paid by the Company.
Valuation of Investments
Contributions to the guaranteed interest accounts in the Fixed Income
Fund through 1990 guaranteed a fixed rate of interest for a five-year
period. The interest rates were determined based on the rate for
guaranteed interest accounts on the dates of deposit.
Contributions to the Fixed Income Fund beginning in 1991 are placed in
the Merrill Lynch Retirement Preservation Trust, formerly named the
Merrill Lynch GIC Managed Trust. The interest rate earned on such
investments is the weighted average rate determined by the individual
contracts or investments that make up the Trust. The investment in
such accounts reflected in the statements of net assets available for
benefits subsequent to 1990 is stated at the amount of the
contributions plus the interest earned to date.
The values of the General Common Stock Fund, U.S. Government
Securities Fund, Capital Fund, Small Capitalization Index Fund and the
International Growth Fund at the financial statement date are based on
the latest available closing prices of the investments included in
those funds.
The value of the Circus Circus Common Stock Fund and the ESOP Fund at
the balance sheet date are based on the latest available quoted
closing price of the Company's common stock, which was $34.38 and
$27.88 per share as of December 31, 1996 and 1995, respectively.
Subsequent to the end of the 1996 Plan year, the market value of the
Company's common stock decreased to $25.69 on June 24, 1997.
(4) Federal Income Taxes
The Company received a favorable determination letter, dated May 23,
1995, from the Internal Revenue Service with respect to the tax exempt
status of the Plan (under Code Section 401(a)), and as to whether the
Plan qualifies for deferred tax treatment of contributions (under Code
Section 401(k)). In management's opinion, within the limits
established by the Plan, a participant in the Plan is not subject to
any federal income tax on the contributions of the participant or the
Company, or on the dividends, interest or profits from sales of
securities held by the Trustee, until such amounts are withdrawn by
the participant.
(5) Plan Termination
Although the Company expects to continue the Plan indefinitely, it
reserves the right to amend or terminate the Plan in whole or in part
at any time.
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 1 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C>
CASH $ 3,715,391 $ 569,598 $ 2,302,132 $ 427,087 $ 68,159 $ 201,659
CONTRIBUTIONS RECEIVABLE:
Employee 433,759 52,862 235,458 41,391 9,730 48,306
Employer 889,222 100,573 517,892 46,606 12,099 43,869
FORFEITURES RECEIVABLE - 42,783 238,600 19,398 4,993 18,206
INVESTMENT INCOME RECEIVABLE 390,153 - 224,653 - - 102,249
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund 21,908,288 21,908,288 - - - -
Fixed Income Fund 15,260,030 - 15,260,030 - - -
General Common Stock Fund 4,201,928 - - 4,201,928 - -
U.S. Government Securities
Fund 709,947 - - - 709,947 -
Capital Fund 2,280,472 - - - - 2,280,472
Small Capitalization Index
Fund 598,939 - - - - -
International Growth Fund 433,621 - - - - -
ESOP Fund 17,552,872 - - - - -
NET ASSETS $68,374,622 $22,674,104 $18,778,765 $ 4,736,410 $ 804,928 $ 2,694,761
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 2 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
ASSETS FUND F FUND G FUND
<S> <C> <C> <C>
CASH $ 78,933 $ 53,898 $ 13,925
CONTRIBUTIONS RECEIVABLE:
Employee 30,492 15,520 -
Employer 16,721 10,391 141,071
FORFEITURES RECEIVABLE 6,847 4,243 (335,070)
INVESTMENT INCOME RECEIVABLE 45,381 17,870 -
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund - - -
Fixed Income Fund - - -
General Common Stock Fund - - -
U.S. Government Securities
Fund - - -
Capital Fund - - -
Small Capitalization Index
Fund 598,939 - -
International Growth Fund - 433,621 -
ESOP Fund - - $17,552,872
NET ASSETS $ 777,313 $ 535,543 $17,372,798
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 3 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C>
CASH $ 769,176 $ 357,028 $ 160,882 $ 105,089 $ 7,789 $ 42,531
CONTRIBUTIONS RECEIVABLE:
Employee 311,319 184,851 57,460 33,425 5,880 29,703
Employer 744,392 - - - - -
FORFEITURES RECEIVABLE - - - - - -
INVESTMENT INCOME RECEIVABLE - - - - - -
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund 20,352,736 20,352,736 - - - -
Fixed Income Fund 12,977,614 - 12,977,614 - - -
General Common Stock Fund 3,265,313 - - 3,265,313 - -
U.S. Government Securities
Fund 387,463 - - - 387,463 -
Capital Fund 1,398,857 - - - - 1,398,857
Small Capitalization Index
Fund - - - - - -
International Growth Fund - - - - - -
ESOP Fund 15,439,238 - - - - -
NET ASSETS $55,646,108 $20,894,615 $13,195,956 $ 3,403,827 $ 401,132 $1,471,091
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 4 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
ASSETS FUND F FUND G FUND
<S> <C> <C> <C>
CASH $ - $ - $ 95,857
CONTRIBUTIONS RECEIVABLE:
Employee - - -
Employer - 744,392
FORFEITURES RECEIVABLE - - -
INVESTMENT INCOME RECEIVABLE - - -
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund - - -
Fixed Income Fund - - -
General Common Stock Fund - - -
U.S. Government Securities
Fund - - -
Capital Fund - - -
Small Capitalization Index
Fund - - -
International Growth Fund - - -
ESOP Fund - - 15,439,238
NET ASSETS $ - $ - $16,279,487
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE III
INVESTMENT PLAN PAGE 1 OF 2
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U. S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 7,018,361 $ 1,266,014 $ 3,139,948 $ 889,525 $ 259,257 $ 824,266
Employer automatic 3,679,240 455,276 2,539,278 206,404 53,136 193,769
Employer matching 496,590 88,910 262,971 45,776 12,329 43,600
Total contributions 11,194,191 1,810,200 5,942,197 1,141,705 324,722 1,061,635
INVESTMENT INCOME:
Interest 301,594 19,195 9,810 115,324 21,577 119,335
Cash dividends 1,041,827 - 841,715 21,322 10,261 102,249
Total net investment income 1,343,421 19,195 851,525 136,646 31,838 221,584
INVESTMENT GAINS:
Realized gains, net 2,636,666 940,109 - 88,163 (2,398) 184
Unrealized appreciation 6,576,785 3,925,891 - 598,451 (3,452) 36,948
Total net investment gains 9,213,451 4 866,000 - 686,614 (5,850) 37,132
TRANSFERS - (1,386,822) 904,690 1,280 165,847 179,484
BENEFIT DISTRIBUTIONS (9,022,549) (3,529,084) (2,115,603) (633,662) (112,761) (276,165)
INCREASE IN NET ASSETS 12,728,514 1,779,489 5,582,809 1,332,583 403,796 1,223,670
NET ASSETS, beginning of year 55,646,108 20,894,615 13,195,956 3,403,827 401,132 1,471,091
NET ASSETS, end of year $68,374,622 $22,674,104 $18,778,765 $ 4,736,410 $ 804,928 $2,694,761
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE III
INVESTMENT PLAN PAGE 2 OF 2
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
FUND F FUND G FUND
CONTRIBUTIONS:
Employee $ 374,897 $ 264,454 $ -
Employer automatic 72,875 45,161 113,341
Employer matching 17,600 11,066 14,338
Total contributions 465,372 320,681 127,679
INVESTMENT INCOME:
Interest 10,670 3,834 1,849
Cash dividends 45,381 20,899 -
Total net investment income 56,051 24,733 1,849
INVESTMENT GAINS:
Realized gains, net 3,529 852 1,606,227
Unrealized appreciation 15,110 16,361 1,987,476
Total net investment gains 18,639 17,213 3,593,703
TRANSFERS 278,488 192,103 (335,070)
BENEFIT DISTRIBUTIONS (41,237) (19,187) (2,294,850)
INCREASE IN NET ASSETS 777,313 535,543 1,093,311
NET ASSETS, beginning of year - - 16,279,487
NET ASSETS, end of year $ 777,313 $ 535,543 $17,372,798
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996
(Form 5500 Item 27(a))
At December 31, 1996 the Trustee held for the Plan the following investments:
Contract/
Number of Market
Shares/Units Cost Value
<S> <C> <C> <C>
Circus Circus Common Stock Fund* 637,332 $14,587,182 $21,908,288
Fixed Income Fund 15,260,030 15,260,030 15,260,030
(Merrill Lynch Retirement Preservation Trust)
General Common Stock Fund 178,123 2,847,420 4,201,928
(S&P 500 Index Portfolio - SEI Fund Management)
U.S. Government Securities Fund 67,678 707,831 709,947
(Federated U.S. Government Securities Fund)
Capital Fund 110,468 2,163,725 2,280,472
(Merrill Lynch Capital Fund)
Small Capitalization Index Fund 37,086 583,829 598,939
(Vanguard Index Trust)
International Growth Fund 9,117 417,260 433,621
(Scudder International Fund)
ESOP Fund 510,629 13,761,886 17,552,872
(Circus Circus Common Stock)
16,810,463 $50,329,163 $62,946,097
* Party in interest
</TABLE>
<TABLE>
<CAPTION>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Form 5500 Item 27(d))
(In thousands, except number of transactions)
PURCHASES
Number of
Transactions Shares Cost
<S> <C> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury 724 14,974 $14,970
Circus Circus Stock* 53 51 1,790
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
SALES
Number of Original Gain
Transactions Shares Cost Proceeds (Loss)
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury 455 15,329 $15,329 $15,329 $ -
Circus Circus Stock* 65 187 6,587 4,475 (2,112)
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
* Party in interest
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Administrator has duly caused this
Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Circus Circus Enterprises, Inc.,
as Plan Administrator of the
Circus Circus Employees' Profit
Sharing and Investment Plan
June 27, 1997 By GLENN SCHAEFFER
Glenn Schaeffer
President, Chief Financial Officer
and Treasurer
-19-
EXHIBIT INDEX
No. Description
23 Consent of Arthur Andersen LLP
-20-
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 24, 1997 included in this
Form 11-K, into Circus Circus Enterprises, Inc.'s previously
filed Registration Statement File No. 33-18278 on Form S-8.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 26, 1997
