<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1998
REGISTRATION NO. 33-18278
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT NO. 10
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CIRCUS CIRCUS ENTERPRISES, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0121916
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 734-0410
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE AND TELEPHONE NUMBER)
----------------
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
----------------
YVETTE LANDAU, GENERAL COUNSEL
CIRCUS CIRCUS ENTERPRISES, INC.
2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(702) 734-0410
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
HOWELL J. REEVES, ESQUIRE
WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP
TWELFTH FLOOR, PACKARD BUILDING
15TH AND CHESTNUT STREETS
PHILADELPHIA, PENNSYLVANIA 19102-2678
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<PAGE>
PROSPECTUS
[LOGO OF CIRCUS CIRCUS]
2,700,000 SHARES
OF
COMMON STOCK
($.01 2/3PAR VALUE)
----------------
CIRCUS CIRCUS EMPLOYEES'
PROFIT SHARING AND INVESTMENT PLAN
----------------
This prospectus provides important information relating to the Circus Circus
Employees' Profit Sharing and Investment Plan (the "Plan"). Additional
information concerning the Plan's various investment options, including recent
performance information, is included in Appendix A.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
NEITHER THE NEVADA GAMING COMMISSION, THE NEVADA STATE GAMING CONTROL BOARD,
THE MISSISSIPPI GAMING COMMISSION, NOR ANY OTHER GAMING REGULATORY AUTHORITY
HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR THE INVESTMENT
MERITS OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
----------------
The date of this Prospectus is December 4, 1998.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Circus Circus Employees' Profit
Sharing and Investment Plan....... 3
General.......................... 3
The Plan Administrator........... 3
The Plan's Sponsoring Employers.. 3
The Plan's Record Keeper......... 3
The Plan's Trustee............... 4
The Corporate Director of Human
Resources....................... 4
The Plan's Eligibility
Requirements...................... 4
Entry Into the Plan.............. 4
Eligible Employees............... 4
Special Rule for Acquired
Companies....................... 5
Contributions to the Plan.......... 6
Savings Contributions............ 6
Matching and Automatic
Contributions................... 6
Years of Credited Service........ 8
Discretionary Contributions...... 8
Rollover Contributions........... 9
Limitations on Contributions..... 9
Vesting.......................... 11
Investment of Contributions........ 12
The Initial Investment Election.. 12
Changes to Investment Elections.. 12
Available Investment Options..... 13
Description of Investment
Options......................... 14
Treatment of ESOP Contributions.. 14
Diversification Rights........... 14
Voting Rights.................... 15
Benefits........................... 16
Benefits Available Under the
Plan............................ 16
Beneficiary Designations......... 16
Payment of Benefits.............. 16
Valuation of Unpaid Accounts..... 17
Withdrawals........................ 17
Hardship Withdrawals............. 17
Withdrawals After Age 59 1/2..... 17
Tax Treatment of Distributions..... 18
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Income and Penalty Taxes......... 18
Methods of Deferring or Reducing
Taxes........................... 18
Additional Federal Tax
Information....................... 18
Claiming Benefits.................. 19
Delayed Payment of Benefits...... 19
Documentation.................... 20
Disputes With Respect to
Benefits........................ 20
Miscellaneous Information.......... 21
Top Heavy Rules.................. 21
Compensation..................... 21
Federal Pension Benefit
Insurance....................... 21
Assignment of Benefits........... 21
Terms and Conditions of
Employment...................... 23
Collective Bargaining
Agreements...................... 23
Assignment; Liens................ 23
Amendment and Termination........ 23
Reference to the Plan............ 24
Applicable Requirements of ERISA... 24
Amendments and Other Changes
Affecting this Prospectus......... 24
Reports of Circus.................. 24
Incorporation of Certain Documents
by Reference...................... 24
Legal Opinions..................... 26
Experts............................ 26
Appendix A--Additional Information
Concerning the Plan's Investment
Options........................... A-1
I. Circus Circus Stock Fund...... A-2
II. Fixed Income Fund............ A-3
III. General Common Stock Fund... A-5
IV. U.S. Government Securities
Fund......................... A-8
V. Capital Fund.................. A-11
VI. Small Capitalization Index
Fund......................... A-14
VII. International Growth Fund... A-17
</TABLE>
----------------
You should rely only on the information contained or incorporated by
reference in this prospectus or in the official summary plan description we
provide you with respect to the Circus Circus Employees' Profit Sharing and
Investment Plan. We have not authorized any person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, as well
as information we previously filed with the Securities and Exchange Commission
and incorporated by reference, is accurate as of the date on the front cover
of this prospectus only. Our business, financial condition, results of
operations and prospects may have changed since that date.
2
<PAGE>
THE CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN
GENERAL
This prospectus, which relates to the shares of common stock of Circus
Circus Enterprises, Inc. ("Circus") that may be acquired pursuant to the Plan
and the related participation interests in the Plan, summarizes the provisions
of the Plan and answers frequently asked questions about it. You should keep
this prospectus and the official summary plan description we provide you and
refer to them when you have questions. The Plan is a profit sharing plan that
includes a qualified cash or deferred arrangement. Some people would refer to
the Plan as a "401(k) Plan." The Plan also includes a frozen employee stock
ownership plan ("ESOP"). The plan year is the 12-month period ending each
December 31.
THE PLAN ADMINISTRATOR
Circus is the Plan's administrator. In this capacity, Circus keeps the
Plan's records, determines questions of eligibility for participation and
benefits, interprets the Plan, communicates with the Plan's participants and
their beneficiaries, and is otherwise generally responsible for Plan
operations. Each participant will be advised from time to time, at least once
each calendar quarter, of the balance of his Plan account. The person at
Circus to contact for information regarding the Plan is the Corporate Director
of Human Resources, telephone (702) 734-0410.
Circus is a Nevada corporation having its principal executive offices
located at 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (telephone
number 702-734-0410).
THE PLAN'S SPONSORING EMPLOYERS
The Plan is maintained for eligible employees of the following sponsoring
employers:
Circus Circus Enterprises, Inc. Jean Development West
Circus Circus Casinos, Inc. d/b/a Nevada Landing
d/b/a Circus Circus Las Vegas Mandalay Corp.
d/b/a Circus Circus Reno New Castle Corp.
d/b/a Silver City Casino d/b/a Excalibur
Circus Circus Development Corp. Railroad Pass Investment Group
Circus Circus Mississippi, Inc. Ramparts, Inc.
d/b/a Gold Strike Casino Resort d/b/a Luxor
Colorado Belle Corp. Ramparts International (effective
Edgewater Hotel Corporation 1/1/99)
Jean Development Company Slots-A-Fun, Inc.
d/b/a Gold Strike Hotel and Time Share Operating Co.
Gambling Hall (effective 1/1/99)
Each eligible employee of a sponsoring employer may contribute to the Plan
as a savings contribution a portion of his or her salary, and, in addition,
the sponsoring employer will make matching contributions based upon the amount
of each participant's savings contributions. The Plan allows you to share in
our success, and provides retirement benefits beyond those you will receive
from the employer and employee contributions made for you to the Social
Security program.
THE PLAN'S RECORD KEEPER
PricewaterhouseCoopers LLP serves as the Plan's record keeper. In this
capacity, PricewaterhouseCoopers LLP is responsible for collecting an employee
signature authorization form, for keeping certain Plan records, and for
operating the Plan's Benefit Information Line. The plan record keepers's
address and telephone number are as follows:
PricewaterhouseCoopers LLP
333 Market Street, 16th Floor
San Francisco, CA 94105-2119
(415) 957-3000
3
<PAGE>
THE PLAN'S TRUSTEE
The Plan's trustee manages the Plan's assets and the payment of benefits
from the Plan. The Plan's trustee is:
Bank of America, Nevada
300 South Fourth Street
Las Vegas, Nevada 89101
THE CORPORATE DIRECTOR OF HUMAN RESOURCES
The name, address and telephone number of the Corporate Director of Human
Resources, to whom this prospectus refers you for additional information or
assistance, are as follows:
Kathryn Turner, Corporate Director--Human Resources
Circus Circus Enterprises, Inc.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 734-0410
THE PLAN'S ELIGIBILITY REQUIREMENTS
ENTRY INTO THE PLAN
If you are an "eligible employee" on an "entry date," you will enter the
Plan on that entry date.
The Plan's entry dates are January 1 and July 1 of each year.
ELIGIBLE EMPLOYEES
To be an "eligible employee," you must be employed in an eligible
classification by Circus or one of the other sponsoring employers listed
under "The Plan's Sponsoring Employers" on page 3 on your entry date and
satisfy the age and service requirements described below. Non-union
employees at all Circus properties may be eligible employees, as may
participating union employees at Circus Circus Las Vegas, Circus Circus
Reno, Excalibur and Luxor. Other union employees may not become eligible
employees. The Corporate Director of Human Resources can tell you from time
to time exactly which union employees are eligible for the Plan.
The number of employees anticipated to be eligible to participate in the
Plan as of January 1, 1999 is approximately 10,300.
AGE REQUIREMENT
To be an eligible employee, you must have reached your 21st birthday.
SERVICE REQUIREMENT
To be an eligible employee, you must complete at least 1 year of
eligibility service.
WHAT IS A YEAR OF ELIGIBILITY SERVICE?
A year of eligibility service is defined as 1,000 or more hours of
service during the twelve-month period beginning on your date of
hire, which is the date you first began working for any of the
sponsoring employers listed under "The Plan's Sponsoring Employers"
on page 3. (If you do not complete 1,000 hours of service during
that period, you can still complete a year of eligibility service if
you complete 1,000 or more hours of service during any plan year.
The plan year is the 12-month period ending each December 31. In
either case, it takes twelve full months to complete a year of
eligibility service, even if you complete your 1,000 hours of
service after only a few months.)
WHAT IS AN HOUR OF SERVICE?
Generally, an hour of service means each hour for which you are
paid, including hours worked, paid vacation, and paid sick time.
However, hours for which you are paid solely as a
4
<PAGE>
result of compliance with workers' compensation, unemployment
compensation or disability insurance laws are not counted as hours
of service.
WHAT HAPPENS IF I COMPLETE A YEAR OF ELIGIBILITY SERVICE, BUT AM NOT AN
ELIGIBLE EMPLOYEE ON MY ENTRY DATE?
If you are not an eligible employee on the date that would be your
entry date, you will not enter the Plan on that entry date. This
could happen if you terminate employment before your entry date, or
if you are a member of a non-participating union.
However, you will never lose credit for your year of eligibility
service. If you later become an eligible employee (for example, if
you return to your previous employment, or if your union becomes a
participating union), you will enter the Plan on the date you become
an eligible employee, whether or not it is one of the Plan's entry
dates.
WHAT HAPPENS TO MY YEAR OF ELIGIBILITY SERVICE IF I LEAVE AFTER I AM A
PARTICIPANT IN THE PLAN?
Once you have become a participant in the Plan, you will never
lose credit for your year of eligibility service. If you stop
working for your sponsoring employer after you are a participant in
the Plan, and then you return, you will still have your year of
eligibility service.
The exact rules for computing a year of eligibility service can be
complicated in some situations. Some of these rules are illustrated by the
following examples, and the Corporate Director of Human Resources will help
you with these rules at your request.
EXAMPLES.
. If your date of hire was November 1, 1997, and you complete 1,000 hours
of service from your date of hire to October 31, 1998, you will then have
completed your year of eligibility service. You will enter the Plan, if you
have reached age 21 and are then an eligible employee, on the next entry
date, which is January 1, 1999.
. However, if you were hired on the same date as in the previous example,
as a part time employee and you complete less than 1,000 hours of service
by October 31, 1998, you will not have a year of eligibility service by
that date. You may still become eligible to enter the Plan if you complete
1,000 hours of service in the plan year (or any later plan year).
Therefore, if you work additional hours during November and December of
1998 so that you complete 1,000 hours of service from January 1 to December
31, 1998, then you can still enter the Plan on January 1, 1999.
. In the preceeding examples, if your employment terminates on December
18, 1998, you will not enter the Plan on January 1, 1999, even though you
have completed your year of eligibility service, because you will no longer
be an eligible employee on that date.
SPECIAL RULE FOR ACQUIRED COMPANIES
During 1995, Circus acquired several companies.
1. If you were working for one of those companies on January 1, 1995, and
you remained continuously employed by that company through the date of the
acquisition:
. You will generally get credit for all of your 1995 service with
that company, and
. You entered the Plan on January 1, 1996 if you were still employed
by one of the Plan's sponsoring employers on that date, provided that
you completed 1,000 hours of service with that company in 1995,
counting service both before and after the acquisition.
2. Otherwise, employees of acquired companies will only receive credit
for service after the date of the acquisition.
5
<PAGE>
CONTRIBUTIONS TO THE PLAN
You may authorize your employer to make savings contributions to the Plan
for you through payroll deductions. Your savings contributions generally will
not be included in your income for federal income tax purposes (although they
will be included for determining your FICA tax withholding).
Your employer will also make matching contributions and automatic
contributions for you, if you qualify for them, and may make discretionary
contributions if it chooses to do so. These employer contributions will not be
included in your income for federal income tax purposes or for purposes of
your FICA withholding at the time the contributions are made.
All contributions made for you will be added to the accounts maintained for
you under the Plan and invested as explained in the discussion under
"Investment of Contributions" which begins on page 12. The earnings on the
contributions made for you under the Plan generally will not be taxed to you
until distributions are made from the Plan to you. At the time of
distribution, both the contributions themselves and the earnings will be taxed
to you as described in more detail below.
SAVINGS CONTRIBUTIONS
Savings contributions are made to the Plan at your election, and are
deducted from your pay. However, an employee signature authorization form must
be completed, signed, and returned to the Plan's record keeper before you can
make any salary reduction contributions to the Plan. This form authorizes your
elections, changes and other transactions to be processed electronically.
You select the amount of your savings contributions (subject to the
limitations described in the discussion under "Limitations on Contributions"
which begins on page 9) by calling the Plan's Benefit Information Line, an
automated phone line that you must call in order to enroll in the Plan or to
make changes in your investment elections. For further instructions on how to
use the Plan's Benefit Information Line, please consult the "Dial Into Your
Future" brochure which you should have received. If you have not received a
copy, or have lost your copy, you may contact the Corporate Director of Human
Resources to obtain a copy.
You may elect to contribute either a specified dollar amount or a specified
percentage of your pay. A specified dollar contribution might have to be
reduced to meet applicable limits, but will not be increased unless you
formally change your election. If you elect to contribute a specified
percentage of your compensation, any increase or decrease in your compensation
at any time will automatically result in a corresponding adjustment to your
savings contributions.
You may change your election as of the beginning of each calendar quarter,
by accessing the Plan's Benefit Information Line. The changes must be received
no later than the 21st day of the month preceding the first day of the
calendar quarter. Suspensions will be effective for the pay period immediately
following the date on which the paymaster receives notification of the
suspension or reduction.
Generally, your savings contribution will not be included in your taxable
federal income for the year the contribution is made. However, if such
contributions exceed certain limits explained in the discussion under
"Limitations on Contributions," which begins on page 9, it is possible that a
part of your savings contribution might have to be returned to you, and, in
that event, the amount returned, with the earnings on that amount, would be
included in your taxable income.
MATCHING AND AUTOMATIC CONTRIBUTIONS
MATCHING CONTRIBUTIONS
Matching contributions will be made each year for participants who are
employed by one of the Plan's sponsoring employers on the last day of each
plan year and who have made savings contributions for such
6
<PAGE>
year. IF YOU DO NOT MAKE A SAVINGS CONTRIBUTION TO THE PLAN, OR IF YOU WERE
NOT AN EMPLOYEE ON THE LAST DAY OF THE PLAN YEAR, YOU WILL NOT RECEIVE A
MATCHING CONTRIBUTION.
Your matching contribution generally will be equal to 25% of your savings
contribution, up to a maximum amount determined from the following table
based on your "years of credited service" as defined under "Years of
Credited Service" on page 8:
<TABLE>
<CAPTION>
YEARS OF MAXIMUM AMOUNT OF
CREDITED SERVICE MATCHING CONTRIBUTIONS
---------------- ----------------------
<S> <C>
1 $ 62.50
2 75.00
3 87.50
4 100.00
5 125.00
6 150.00
7 175.00
8 or more 200.00
</TABLE>
EXAMPLE. If your savings contribution for the 1998 plan year is $600 and
if you have completed six years of credited service, your matching
contribution will be $150 ($600 X 25%). However, if you have only completed
four years of credited service, your matching contribution would be limited
to $100 as reflected in the above table.
AUTOMATIC CONTRIBUTIONS
Automatic contributions generally will be made to the Plan's participants
as described below. If you are a participant in the Plan, you will receive
automatic contributions regardless of whether you have made elective
contributions. However, NO AUTOMATIC CONTRIBUTION WILL BE MADE FOR YOU
UNLESS YOU COMPLETE 1,000 HOURS OF SERVICE DURING THE PLAN YEAR AND YOU ARE
AN ELIGIBLE EMPLOYEE AND A PARTICIPANT IN THE PLAN ON THE LAST DAY OF THE
PLAN YEAR FOR WHICH THE AUTOMATIC CONTRIBUTION IS MADE.
Your automatic contribution is determined from the following table based
on your "years of credited service" as defined under "Years of Credited
Service" on page 8:
<TABLE>
<CAPTION>
YEARS OF AMOUNT OF
CREDITED SERVICE AUTOMATIC CONTRIBUTIONS
---------------- -----------------------
<S> <C>
1 $250.00
2 300.00
3 350.00
4 400.00
5 500.00
6 600.00
7 700.00
8 or more 800.00
</TABLE>
EXAMPLE. If you have completed five years of credited service by December
31, 1998, completed a minimum of 1,000 hours of service during the plan
year ending on that date, and are an eligible employee on December 31,
1998, your employer will make a $500 automatic contribution on your behalf
for the 1998 plan year, according to the above table. However, if you leave
your employment with your sponsoring employer (or otherwise cease to be an
eligible employee) at any time before December 31, 1998, you will not
receive an automatic contribution for the plan year ending on that date.
Forfeitures occurring during a plan year will generally be allocated, as
additional automatic contributions, to the Plan's participants who
otherwise qualify for automatic contributions for that plan year.
7
<PAGE>
YEARS OF CREDITED SERVICE
For purposes of determining matching contributions and automatic
contributions, a year of credited service is very different from a "year of
eligibility service", as described under "Service Requirement" on page 4.
A "year of credited service" generally means a plan year, starting with
the plan year in which you first participated in the Plan, during which you
complete 1,000 or more hours of service as an eligible employee. See the
discussion under "Eligible Employees" beginning on page 4 for a description
of the requirements you must satisfy to be an eligible employee.
. However, if you were a member of a non-participating union, and if
you now become an eligible employee, you will have the same number of
years of credited service that you would have had if you had been an
eligible employee during your entire period of service with a
sponsoring employer.
. A special rule applies if you were an eligible employee at one
time, but your employment with a sponsoring employer terminated after
you became a participant in the Plan, and then you later returned as an
eligible employee.
-- Under this special rule, you lose all credit for the years of
credited service that you had when you stopped being an eligible
employee.
-- On your return, you will again begin accumulating years of
credited service, beginning with the first plan year beginning after
your most recent date of rehire (the date you return to work as an
eligible employee).
-- This special rule applies no matter how long or short your
absence.
EXAMPLE: If you entered the Plan on January 1, 1997, and work full-time
as an eligible employee through December 31, 2000, you will have four years
of credited service. However, if you then leave your employment on February
1, 2001, you will lose all of your years of credited service, regardless of
the reason you leave. If you return as an eligible employee on April 1,
2001, you will have to start over earning years of credited service, but
you will not begin to earn such credit until January 1, 2002. Therefore,
you will not receive a matching contribution or an automatic contribution
for 2001, because you will not have earned any years of credited service
after your date of rehire. If you became a participant before November 20,
1989, slightly different rules govern the date as of which you began
accumulating years of credited service. Please see the Corporate Director
of Human Resources if you are interested in the details.
DISCRETIONARY CONTRIBUTIONS
Subject to the limitations explained in the discussion under "Limitations on
Contributions," which begins on page 9, your employer may make discretionary
contributions if it chooses to do so. NO DISCRETIONARY CONTRIBUTION WILL BE
MADE FOR YOU UNLESS YOU COMPLETE 1,000 HOURS OF SERVICE DURING THE PLAN YEAR
FOR WHICH THE CONTRIBUTION IS MADE AND UNLESS YOU ARE AN ELIGIBLE EMPLOYEE ON
THE LAST DAY OF SUCH PLAN YEAR OF AN EMPLOYER THAT ELECTS TO MAKE SUCH A
CONTRIBUTION. Discretionary contributions will be allocated to the accounts of
all eligible participants in proportion to their respective compensation. If
you are eligible, your share of your employer's discretionary contribution, if
any, will be determined according to the following formula:
<TABLE>
<S> <C> <C> <C> <C>
Your employer's Your compensation
Your = discretionary X ---------------------
share contribution Total compensation of
all
eligible participants
</TABLE>
8
<PAGE>
EXAMPLE: If your employer's discretionary contribution is $50,000, your
compensation is $20,000, and the total compensation (as limited by the terms
of the Plan) of all eligible participants employed by your employer is
$1,500,000, then your share will be $666.67, determined as follows:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Your = $50,000 X $20,000 = $666.67
share ----------
$1,500,000
</TABLE>
Generally, each employer is free to decide whether to make a
discretionary contribution. If some employers make a discretionary
contribution and some do not, you will only receive a discretionary
contribution if your employer makes one.
ROLLOVER CONTRIBUTIONS
If you have received or are eligible to receive a distribution of all your
benefits from another qualified retirement plan, you may ask Circus if you can
have your distribution accepted by the Plan as a rollover contribution. Your
rollover contribution, if accepted, will be placed in your account and will
become part of the Plan's trust fund.
If you are an eligible employee, you may ask to have a rollover contribution
accepted even if you have not yet become a participant in the Plan for other
purposes.
Rollover contributions are not subject to the limits applicable to other
types of contribution, as outlined in the discussion under "Limitations on
Contributions," immediately below.
LIMITATIONS ON CONTRIBUTIONS
LIMITATIONS ON SAVINGS CONTRIBUTIONS
Savings contributions are subject to special limitations, addressed by
the following questions and answers:
WHAT IS THE LIMIT ON SAVINGS CONTRIBUTIONS I CAN MAKE TO THE PLAN?
Your maximum savings contribution in each plan year will be whichever
is the lesser of the following:
. 15% OF YOUR COMPENSATION FOR THE PLAN YEAR; OR
. $10,000. This limit is adjusted by the Internal Revenue Service
from time to time. Circus will advise you of the limit in effect
each year.
HOW DOES THE LIMIT ON SAVINGS CONTRIBUTIONS WORK IF I RECEIVE MOST OF
MY COMPENSATION IN TIPS?
If your compensation includes tips, you can count the declared tips
when you determine 15% of your compensation. However, all savings
contributions must actually be made from the non-tip portion of your
pay. Therefore, you may wish to contribute more than 15% of your non-
tip pay, so that your savings contributions will be equal to 15% of
your total pay including your declared tips.
EXAMPLES: The following examples will illustrate the calculation of this
limit:
. If your compensation is $20,000 per year, your maximum savings
contribution will be $3,000 (15% of $20,000). If you elect to make
such a savings contribution, your pay will be reduced to $17,000
($20,000 minus the $3,000 savings contribution, and $3,000 will be
contributed to the Plan).
. If $5,000 of your $20,000 pay is in the form of tips, your
maximum savings contribution is still $3,000 (15% of $20,000), but
you must take the entire $3,000 out of your $15,000 of non-tip pay.
Therefore, if you wish to make the maximum savings contribution, you
would elect a savings contribution equal to a higher percent of your
non-tip pay.
9
<PAGE>
WOULD ELECTIVE CONTRIBUTIONS I MIGHT MAKE TO A PLAN OF ANOTHER
EMPLOYER AFFECT MY LIMIT UNDER THIS PLAN?
Most likely, yes. The specific dollar limit referred to above is on
the total of savings contributions that you can make to this Plan, plus
elective contributions to any other similar plans. If you have made
elective contributions to any 401(k) plan or similar plan maintained by
any other employer, you are responsible for making sure that this limit
is not exceeded. Therefore, if you have made any elective contributions
to any type of a plan, please contact the Corporate Director of Human
Resources.
If the dollar limit for savings contributions is exceeded for any
calendar year, the excess must be refunded to you, with the earnings
(if any) on the excess amount. This refund will generally occur before
April 15 of the following calendar year. If you have exceeded the limit
because of elective contributions you made to another employer's plan,
you must notify us by March 1 of the amount of your contribution to be
refunded to you from the Plan.
LIMITATIONS IN GENERAL
ARE THERE LIMITS ON ALL CONTRIBUTIONS THAT CAN BE MADE FOR ME TO THE
PLAN?
Yes. The total of all savings, matching, automatic and discretionary
contributions allocated to your account for any year cannot exceed
$30,000 or 25% of your net compensation for the year, whichever is
less.
. Your "net compensation" will be your earnings as reported on
Form W-2 for the plan year (and as limited by the terms of the
Plan), and will not include your savings contributions.
. The $30,000 limitation is subject to cost of living adjustments.
HOW WILL OTHER CONTRIBUTIONS AFFECT THE LIMITS ON MY SAVINGS
CONTRIBUTIONS?
Each dollar of contribution made by you or for you counts toward the
25% and $30,000 limits. If your matching and automatic contributions
are more than 5% of your compensation, they will reduce the amount of
savings contributions you could make.
Also, any discretionary contribution that your employer makes will
reduce the amount of savings contribution you could make. If the
employers decide to make discretionary contributions, they will try to
give you as much advance notice as possible, so that you can adjust
your savings contribution percentage; however, such decisions are often
made near or after the end of the plan year, so you cannot count on
knowing whether there will be a discretionary contribution for any plan
year.
These limits are complicated. If you have any questions as to how
they work, please contact the Corporate Director of Human Resources.
IF, DESPITE ALL MY EFFORTS, MY SAVINGS CONTRIBUTIONS DON'T LEAVE
ENOUGH ROOM FOR ALL MY OTHER CONTRIBUTIONS, DO I LOSE MY OTHER
CONTRIBUTIONS?
Generally, no. If the only contributions made on your behalf are
savings, matching and automatic contributions, any excess will be
deemed to consist of savings contributions and the excess savings
contributions will be refunded to you (with the earnings thereon, if
any). Therefore, you would still receive your matching and automatic
contributions so long as those contributions do not exceed the
applicable limits.
You should be aware, however, that if your employer makes a
discretionary contribution, any excess must be allocated first to your
discretionary contribution, and the excess discretionary contribution
will be forfeited by you and reallocated to other employees who have
not reached the limits.
ARE THERE ANY OTHER LIMITATIONS ON THE AMOUNT OF MY SAVINGS
CONTRIBUTIONS?
Yes, if you are considered a "highly compensated employee." Certain
very complicated limits are imposed on savings contributions and
matching contributions on behalf of all highly compensated employees.
We have not discussed these limits in detail here, because we do not
expect the Plan to
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<PAGE>
ever exceed those limits, and if it does, affected individuals will be
notified at that time. However, the Corporate Director of Human
Resources will explain the limits to you at your request.
VESTING
You will be 100% vested at all times in your savings contribution account
and your rollover contribution account. If you first worked as an eligible
employee before July 3, 1989 and first entered the Plan before January 1,
1993, you will also be 100% vested in your other accounts at all times.
However, if you first worked as an eligible employee on or after July 3,
1989, or if you first entered the Plan on or after January 1, 1993, your
vested interest in your matching, automatic, ESOP matching, ESOP automatic and
discretionary contribution accounts, will be determined under the following
schedule based upon your total number of years of vesting service:
<TABLE>
<CAPTION>
TOTAL NUMBER OF VESTED
YEARS OF VESTING SERVICE INTEREST
------------------------ --------
<S> <C>
Less than 3 Years of Vesting Service........................... 0%
3 years, but less than 4 years................................. 25%
4 years, but less than 5 years................................. 50%
5 years, but less than 6 years................................. 75%
6 years or more................................................ 100%
</TABLE>
WHAT IS A YEAR OF VESTING SERVICE?
You complete a year of vesting service if you complete 1,000 or more
hours of service during any plan year. Generally, an "hour of service"
means each hour for which you are paid, including hours worked, paid
vacation, paid sick time and all other paid hours. However, hours for
which you are paid solely as a result of compliance with workers'
compensation, unemployment compensation or disability insurance laws
are not counted as hours of service. Years of vesting service will be
counted even if you are not a participant at the time those hours are
worked.
WHAT HAPPENS TO MY YEARS OF VESTING SERVICE IF I LEAVE OR REDUCE THE
HOURS I WORK?
You will never lose your vesting percentage, as determined from the
above charts. Also, you will never lose vesting credit that you have
earned for any year of service. Therefore, if you stop working for the
sponsoring companies and then you later return, you will keep credit
for the years of vesting service that you previously earned.
WHAT HAPPENS TO MY VESTED ACCOUNT BALANCE IF I LEAVE?
The vested portion of your accounts will be available to be paid to you,
after the end of the calendar quarter in which your employment terminates. See
the discussion under "Benefits" beginning on page 16 for details regarding
payment of your benefits.
WHAT HAPPENS TO MY NON-VESTED ACCOUNT BALANCE IF I LEAVE?
You will forfeit the non-vested portion of your accounts at the time your
vested benefits are paid to you. However, you will forfeit the non-vested
portion of your accounts at the time you incur a 5-year break in service, even
if you have not yet received your vested benefits. The amount forfeited is
sometimes referred to as a "forfeiture." Forfeitures that occur during a plan
year will generally be reallocated to other participants as additional
automatic contributions.
WHAT IS A 5-YEAR BREAK IN SERVICE FOR VESTING PURPOSES?
A "5-year break in service" is five consecutive plan years, in each of which
you have less than 501 Hours of Service. The exact rules for counting breaks
in service can be complicated, so you should contact the Corporate Director of
Human Resources if you have any questions.
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<PAGE>
WHAT HAPPENS TO MY FORFEITURE IF I LATER RETURN TO WORK?
If you return to work after you have incurred a 5-year break in service, you
cannot reclaim your forfeiture for any reason.
If you return to work before you have incurred a 5-year break in service,
then your situation will depend upon whether you have been paid your vested
benefits:
. If your vested benefits have not been paid to you, then your entire
account will still be held for you, and you will not have a forfeiture.
. If your vested benefits were paid to you, then you may "buy back" your
forfeiture by paying back the full amount of the benefits that were paid to
you. You generally have five years after your return to buy back your
forfeiture. The rules governing your "buy-back" rights are very
complicated. If you are affected by them, please contact the Corporate
Director of Human Resources for a more detailed explanation.
WHAT HAPPENS IF I HAVE LESS THAN 1,000 HOURS IN A PLAN YEAR BUT I AM STILL
AN ELIGIBLE EMPLOYEE?
You will not receive vesting credit for a plan year unless you complete at
least 1,000 hours of service during that plan year. As long as you are still
employed by one of the sponsoring employers, a plan year with less than 1,000
hours of service will simply be ignored in calculating your years of vesting
service.
Even if you have less than 501 hours of service in a plan year, the year
will simply be ignored if you are still an active employee. It is only upon
termination of your employment that the plan years in which you have less than
501 hours of service will begin to be counted, in order to determine when you
incur a 5-year break in service.
INVESTMENT OF CONTRIBUTIONS
Your savings contributions and any rollover contributions will always be
made in cash. Also, matching contributions, automatic contributions and
discretionary contributions are made in cash. These contributions are placed
in your accounts and those accounts may be invested in several different
investment alternatives as described below.
THE INITIAL INVESTMENT ELECTION
When you first become a participant in the Plan, you must complete a form
instructing Circus as to how your accounts should be divided among the
available investment options. If a participant does not specifically designate
the investment option or options for all or part of his Plan account, the Plan
requires such portion to be invested in the Fixed Income Fund unless the
Plan's trustee determines that a different fund shall be the default fund.
Also, if the plan administrator has been notified that the participant (or the
beneficiary of a deceased participant) is incompetent, or if the beneficiary
of a deceased participant is a child, the trustee will determine the fund in
which the participant's account is invested unless a legal guardian has been
appointed for such participant or beneficiary.
CHANGES TO INVESTMENT ELECTIONS
You may change your investment election as of the first day of any calendar
quarter (January 1, April 1, July 1 or October 1), on a form that is provided
by, and that must be turned in to, the Corporate Director of Human Resources.
You may change your investment election for future contributions, or transfer
previously contributed amounts among the available investment options
described below. The investment elections and changes must be completed using
the Plan's Benefit Information Line and can be accepted up to the 21st day of
the month immediately preceding the effective date of the change. However, no
more than 25% of current contributions may be invested in the Plan's Fund A
which is invested in Circus common stock. Also, the change
12
<PAGE>
must not increase the combined percentage of the accounts subject to your
investment control to more than 25% of the combined balances of your accounts.
THE PLAN IS OPERATED UNDER SECTION 404(C) OF ERISA, AND THE REGULATIONS
THEREUNDER, WHICH ALLOW THE PLAN TO PLACE ON YOU THE SOLE RESPONSIBILITY FOR
YOUR INVESTMENT CHOICES. SINCE THE PLAN IS OPERATED IN ACCORDANCE WITH THOSE
REGULATIONS, THE PLAN'S FIDUCIARIES MAY BE RELIEVED OF LIABILITY FOR ANY
LOSSES THAT RESULT FROM YOUR INVESTMENT CHOICES. YOU ARE RESPONSIBLE FOR
MAKING ALL INVESTMENT CHANGES, EVEN AFTER YOUR EMPLOYMENT TERMINATES.
Circus, in its capacity as the plan administrator, is designated as the
fiduciary responsible for administering your investment elections, and for
providing you with all required information. The plan administrator has
designated PricewaterhouseCoopers LLP, the plan record keeper, to carry out
its responsibilities.
AVAILABLE INVESTMENT OPTIONS
The seven investment options currently available under the Plan for the
amounts in your savings contribution account, matching contribution account,
automatic contribution account, discretionary contribution account, rollover
contribution account and 401(k) employer contribution account are the
following:
CIRCUS STOCK FUND
This Fund (referred to in the Plan as "Fund A") is invested by the Plan's
trustee primarily in Circus common stock, although the trustee has the
right to invest any part of this Fund in other investments.
Officers, directors of Circus, and any owner of 10% or more of the issued
and outstanding shares of Circus common stock, will not be permitted to
invest in this Fund.
FIXED INCOME FUND
Investments in this Fund (referred to in the Plan as "Fund B") are
invested in the Merrill Lynch Retirement Preservation Trust.
GENERAL COMMON STOCK FUND
This Fund (referred to in the Plan as "Fund C") is invested in the S&P
500 Index Portfolio, an investment fund constituting a part of the SEI
Index Funds and managed by SEI Investments Fund Management.
U.S. GOVERNMENT SECURITIES FUND
This Fund (referred to in the Plan as "Fund D") is invested by the
Trustee in the Federated U.S. Government Securities Fund: 2-5 Years, an
open-end management investment company investing in U.S. Government
Securities to provide current income.
CAPITAL FUND
This Fund (referred to in the Plan as "Fund E") is invested in the
Merrill Lynch Capital Fund, Inc., managed by Merrill Lynch Asset
Management, L.P.
SMALL CAPITALIZATION INDEX FUND
This Fund (referred to in the Plan as "Fund F") is invested in the
Vanguard Index Trust's Small Capitalization Stock Portfolio.
INTERNATIONAL GROWTH FUND
This Fund (referred to in the Plan as "Fund G") is invested in the
Scudder International Fund ("International Fund"), managed by Scudder
Kemper Investments, Inc.
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<PAGE>
DESCRIPTION OF INVESTMENT OPTIONS
The following table sets forth information as of October 31, 1998 concerning
the investment return of each of the Plan's seven funds for the respective
periods indicated. These results represent a single investment made at the
beginning of each period. Because participants' contributions to the Plan are
invested regularly throughout a period, the results achieved may be different.
Past performance is no indication of future performance and investment return
is but one factor to consider when evaluating an investment option.
Accordingly, when evaluating the investment options available under the Plan,
the information concerning investment return should be read in conjunction
with the more detailed information concerning each of the Plan's funds
included in Appendix A to this prospectus or available from the Company. See
"Availability of Additional Information Concerning Investment Options" on page
A-20 of Appendix A hereto.
INVESTMENT RETURN (%) AS OF OCTOBER 31, 1998*
<TABLE>
<CAPTION>
ONE THREE YEAR TO ONE THREE FIVE
FUND MONTH** MONTHS** DATE** YEAR YEARS YEARS
---- ------- -------- ------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Circus Circus Stock Fund............ 18.5 -18.3 -45.4 -49.8 -25.1 -20.8
Fixed Income Fund................... 0.5 1.5 5.2 6.3 6.2 6.1
General Common Stock Fund........... 8.1 -1.6 14.4 21.7 25.7 21.0
U.S. Government Securities Fund..... 0.3 4.6 8.2 9.3 7.0 5.9
Capital Fund........................ 5.4 -4.3 0.9 4.2 13.9 13.4
Small Capitalization Index Fund..... 4.2 -9.6 -13.0 -12.2 10.9 10.3
International Growth Fund........... 7.0 -9.5 10.6 11.5 11.9 9.3
</TABLE>
- --------
*Assumes reinvestment of income, dividends and capital gain.
**Not annualized.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE PLAN'S INVESTMENT
OPTIONS IS NOT INTENDED TO CONSTITUTE INVESTMENT ADVICE. THE FACT THAT A
PARTICULAR INVESTMENT OPTION IS AVAILABLE TO PARTICIPANTS SHOULD NOT BE
CONSTRUED AS A RECOMMENDATION.
FOR ADDITIONAL INFORMATION CONCERNING EACH FUND, INCLUDING ADDITIONAL
INFORMATION CONCERNING THE PERFORMANCE OF EACH FUND, SEE APPENDIX A HERETO.
TREATMENT OF ESOP CONTRIBUTIONS
ESOP matching contributions and ESOP automatic contributions made prior to
January 1, 1996 will continue to be held in the form of Circus common stock,
although at times the Plan's trustee may invest a portion of those
contributions in other investments.
You will share in any loss in the value of Circus common stock (and any
other trust investments). Of course, if there are gains, you will benefit from
such gains as well as the interest, dividends and other earnings on the
investments. You share in these losses or earnings with other participants in
proportion to your share of the ESOP portion of the trust fund. The management
of the ESOP investments and the handling of those assets in the trust are the
responsibility of the Plan's trustee.
DIVERSIFICATION RIGHTS
The Plan provides special "diversification" rules for participants who have
attained age 55, completed ten (10) years of participation in the Plan, and
have an "Employer Securities Account" (as defined) with value of $500 or more.
As used in this prospectus, the term "Employer Securities Account" means, with
respect to a participant, the Circus common stock, if any, contributed for the
account of such participant by Circus as an
14
<PAGE>
ESOP automatic contribution and ESOP matching contribution for a plan year
beginning on or after January 1, 1989 and ending prior to January 1, 1996.
Therefore, if you have reached age 55, completed 10 years of participation in
the Plan, and have an Employer Securities Account with a value of $500 or
more, you are entitled to direct the Plan's trustee to sell a limited
percentage of your Employer Securities Account so that you may invest in one
of the other funds in the Plan.
During the six-year period beginning with the plan year after the
requirements above have been met, you may direct the Plan's administrator to
sell up to 25% of the balance of your Employer Securities Account. During the
second through the fifth year, the difference between 25% of the current
balance in your Employer Securities Account and the amounts previously
diversified could be available for diversification. In the sixth year, the
difference between 50% of the current balance in your Employer Securities
Account and the amounts previously distributed would be available for
diversification.
Once you start making post-55 diversification elections, you do not have to
continue to do so in later years. Rather, you have the right to make a new
election in each of the six years you are eligible for diversification. If you
decide not to make a diversification election for a particular year, however,
the diversification period is not extended, nor can you make a double
diversification election in a subsequent year.
VOTING RIGHTS
The Plan's trustee may periodically ask you how the shares of Circus common
stock representing your Employer Securities Account should be voted. Although
the trustee is the legal owner of such shares, and thus is the party who will
actually cast the vote, the trustee will provide you with information so that
you may determine how such shares should be voted, if you wish to do so. If
the trustee does not receive any direction from you, it will vote such shares
as it deems to be in the best interests of you and the other participants and
beneficiaries.
Participants will not have any voting rights with respect to the other
securities acquired by the Plan's funds, including Circus common stock
acquired by the Circus Circus Stock Fund. For additional information
concerning the voting rights associated with securities acquired by the Plan's
funds, reference is made to the additional information concerning each fund
included in Appendix A hereto.
15
<PAGE>
BENEFITS
BENEFITS AVAILABLE UNDER THE PLAN
Your normal retirement date is the date of your 65th birthday, or, if later,
the date on which you have completed 5 full years of participation in the
Plan. If you reach your normal retirement date while you are still employed by
one of the sponsoring employers, you will be 100% vested in all of your
accounts, regardless of your position on the vesting schedule under "Vesting"
on page 11. (If you reach your normal retirement date after your employment
has terminated, you will only receive your vested interest as determined under
that schedule.)
If you terminate your employment because of a "total and permanent
disability," you will be 100% vested in all of your accounts. A disability is
"total and permanent" if it permanently prevents you from performing your
usual duties as an employee. This disability must be confirmed by a physician
who is acceptable to Circus and the physician's report must be provided to the
Corporate Director of Human Resources within sixty (60) days after the date
you terminate your employment.
If you die while you are employed by one of the sponsoring employers, you
will be 100% vested in all of your accounts, and your beneficiary (see
"Payment of Benefits", below) will be entitled to the balance in your account,
including the death benefits provided by any policy of life insurance held in
your account.
If you die after your employment terminates, but before you receive your
vested interest in your account, your unpaid vested benefits will be paid to
your beneficiary (see "Beneficiary Designation", below).
If you terminate your employment before retirement, disability, or death,
you will only be entitled to receive the vested portion of your account
balances, as described under "Vesting" on page 11.
BENEFICIARY DESIGNATIONS
Generally, your surviving husband or wife will be the beneficiary for your
death benefit under the Plan. If you are not married or if your spouse
consents, you may designate one or more beneficiaries to receive your death
benefit. You may also change your designation at any time (with your spouse's
consent if you are married).
Each designation or change must be in writing, on forms that are provided
by, and must be filed with, the Corporate Director of Human Resources. If you
do not designate a beneficiary, or if all of your designated beneficiaries die
before you, your estate will receive your death benefit. If no personal
representative is appointed for your estate, then your next of kin under the
Nevada statute of descent and distribution will be your beneficiary.
If you are married at the time of your death, YOUR SURVIVING HUSBAND OR WIFE
WILL RECEIVE YOUR DEATH BENEFIT UNLESS YOUR HUSBAND OR WIFE PREVIOUSLY
CONSENTED TO A DIFFERENT BENEFICIARY. Any such consent must be in writing on
forms provided by the Corporate Director of Human Resources, and must be
witnessed by a plan representative or a notary public.
PAYMENT OF BENEFITS
Retirement, disability, severance of employment or death benefits generally
will be paid to you or your beneficiaries, as soon as practicable after the
valuation date that coincides with or immediately follows your termination of
employment. If the amount to be distributed to you is more than $5,000, it
cannot be paid to you until your normal retirement date unless you consent to
the earlier payment.
The payment of your vested retirement, disability, severance of employment
or death benefits will be made in a single lump sum, as follows:
. Your savings contribution account, matching contribution account,
automatic contribution account, discretionary contribution account,
rollover contribution account and 401(k) employer contribution account,
will generally be paid in cash or by direct transfer to your IRA or to the
plan of your new employer.
16
<PAGE>
. Your vested interest in your ESOP accounts (ESOP matching contribution
account and ESOP automatic contribution account) will generally be paid in
shares of Circus common stock. Since such Circus stock is publicly traded,
you will be able to sell your shares of stock in order to convert that
portion of your distribution to cash if you wish to do so.
Payments must generally be made no later than the April 1st following the
year you reach age 70 1/2 or the year in which you retire, whichever is later.
VALUATION OF UNPAID ACCOUNTS
As of each valuation date, all account balances will be revalued in order to
reflect any earnings or losses of the Plan's trust fund, and the separately
invested funds in which your accounts are invested, since the previous
valuation date.
Any benefit under the Plan that is not paid when it becomes due will
continue to be held under the Plan until it is actually paid, and will
continue to be invested and share in earnings and losses through the valuation
date preceding actual payment.
WITHDRAWALS
HARDSHIP WITHDRAWALS
If you have been a participant in the Plan for at least 18 months, you may
ask to withdraw money from your savings contribution account because of a
hardship. The amount that can be withdrawn is limited to the actual amount of
your savings contributions, plus earnings that were credited directly to those
contributions before January 1, 1989. (Earnings after January 1, 1989 cannot
be withdrawn for hardship.)
A hardship withdrawal (which must be for at least $1,000) is only available
if you have an immediate and heavy financial need that cannot be met by your
other reasonably available financial resources. A hardship will be recognized
only if you are faced with:
1. medical expenses for you or your dependents,
2. the purchase cost (excluding mortgage payments) of a primary
residence,
3. payment of tuition for the next semester, quarter or year of post-
secondary education for you or your dependents,
4. payments needed to prevent your eviction from your principal residence
or the foreclosure on the mortgage of your principal residence.
If you request a hardship withdrawal, you must give the Corporate Director
of Human Resources a detailed financial statement, explaining your need for
the funds and your access to funds from other sources. YOU CANNOT MAKE A
HARDSHIP WITHDRAWAL UNLESS YOU MEET THE PLAN'S DEFINITION OF HARDSHIP, AND
CIRCUS IS REQUIRED TO BE VERY STRICT IN APPLYING THAT DEFINITION.
If Circus approves your request, your withdrawal will be paid to you in
cash. The amount paid will be taxable to you, and in most cases you will have
to pay an additional 10% penalty tax on the amount you receive.
WITHDRAWALS AFTER AGE 59 1/2
If you have reached age 59 1/2 and are fully vested in all of your account
balances, you may withdraw the entire balance in all your accounts in a single
lump sum. You may request such a withdrawal on a form obtained from the
Corporate Director of Human Resources. Your withdrawal will generally be paid
to you partly in cash (which you may elect to have transferred directly to
your IRA), and partly in shares of Circus stock.
You will continue to participate in the Plan after your withdrawal as long
as you continue to be an eligible employee.
17
<PAGE>
TAX TREATMENT OF DISTRIBUTIONS
INCOME AND PENALTY TAXES
When you receive a distribution from the Plan, it will be subject to income
taxes, and in some cases will also be subject to penalty taxes. This is true
whether your benefits are paid to you at termination of your employment, or
you have received a distribution (such as a hardship withdrawal) while you are
still working for one of the sponsoring employers.
INCOME TAXES.
Unless you qualify for and use one of the methods described in under
"Methods of Deferring or Reducing Taxes" below, any benefits under the Plan
will be taxed in the year you receive them at Federal income tax rates in
effect for that year.
PENALTY TAXES.
Unless an exception applies, you will have to pay a 10% penalty tax on
any distribution you receive before you reach age 59 1/2. This penalty tax
will be in addition to any regular income tax. See your tax advisor to
determine whether an exception applies to you.
METHODS OF DEFERRING OR REDUCING TAXES
You may reduce or defer the taxes on certain distributions through use of
one of the following methods:
1. If you roll all or part of your distribution over to an individual
retirement account ("IRA"), or to the qualified plan of another employer,
you will pay no regular or penalty tax on the amount rolled over until you
withdraw funds from the IRA or the other plan. ANY ROLLOVER MUST BE
COMPLETED WITHIN 60 DAYS AFTER YOU RECEIVE YOUR DISTRIBUTION.
. Some distributions, such as minimum distributions beginning at age
70 1/2, or distributions to non-spouse death beneficiaries, may not
qualify for this rollover treatment, so you should see your tax advisor
to determine your rights.
. If you are eligible to roll your distribution over into an IRA or
another employer-sponsored plan, you may elect to have it transferred
directly to the new plan or IRA. Circus will notify you at least 30
days before your distribution as to the time and the procedure for
electing a direct transfer. If you do not elect a direct transfer, 20%
of your distribution will be withheld to be applied toward your Federal
income tax obligation. You will not be permitted to waive this
withholding requirement, even if you plan to complete the rollover
within the 60-day period.
2. If your distribution meets certain specific requirements, you may pay
taxes under the favorable "5 year averaging" method of taxation. This
method taxes the distribution in the year you receive it, but at rates you
would expect to pay if you had received it over a five year period. Many
distributions will not qualify for 5 year averaging treatment.
Whenever you are to receive a distribution, Circus will give you a more
detailed explanation of these options. However, you should consult a qualified
tax advisor before making a choice.
ADDITIONAL FEDERAL TAX INFORMATION
Circus has obtained from the Internal Revenue Service a favorable
determination letter that the Plan, including the cash or deferred
arrangements under Section 401(k) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the ESOP features under Section 4975(e)(7) of the
Code, constitutes a qualified profit sharing plan under Section 401(a) of the
Code and a qualified ESOP under Section 4975(e)(7) of the Code, and that the
Plan's trust is exempt from Federal income tax under Section 501(a) of the
Code. So long as the Code requirements continue to be met, the amounts
contributed by Circus on behalf of a participant will be deductible by Circus
for Federal income tax purposes and amounts contributed by Circus as savings
contributions
18
<PAGE>
on behalf of a participant who has executed a salary reduction agreement will
be excluded from the participant's gross income. Contributions made on a
participant's behalf and the income and appreciation on employer contributions
will not be subject to income tax while held in the Plan's trust fund and will
not be includable in the participant's taxable income until distributed to
him.
If a participant in the Plan, or an alternate payee under a qualified
domestic relations order who is a spouse or former spouse of a participant,
receives a qualifying rollover distribution from the Plan, he may transfer, on
or before the 60th day after the day on which he receives such distribution,
all or part of the distribution to: (i) another exempt employees' trust which
is part of a "qualified" plan for Federal income tax purposes, or (ii) an
"individual retirement account," or an "individual retirement annuity" as such
terms are described in the Code, and thereby avoid current taxation of the
portion of the distribution so transferred. Moreover, if the spouse of a
participant receives a qualifying rollover distribution by reason of the
participant's death, the spouse may transfer, within the period described in
the preceding sentence, all or a portion of such distribution to an
"individual retirement plan" and thereby avoid current taxation on the portion
of the distribution so transferred. Any lump sum distribution from the Plan to
a participant, to the surviving spouse of a participant, or to an alternate
payee under a qualified domestic relations order who is a spouse or former
spouse of a participant, will be a qualifying rollover distribution. A
hardship withdrawal will also constitute a qualifying rollover distribution,
although any intent of the participant to roll the money over to an IRA may be
inconsistent with the requirements for receipt of the distribution. A minimum
distribution that is required to be paid at age 70 1/2 or retirement is not a
qualifying rollover distribution, and may not be rolled over to an IRA.
If a participant in the Plan, or an alternate payee under a qualified
domestic relations order who is a spouse or former spouse of a participant, is
to receive a qualifying rollover distribution, he may direct the Plan's
trustee to transfer the amount to be distributed directly to: (i) another
exempt employees' trust which is part of a "qualified" plan for Federal income
tax purposes, or (ii) an "individual retirement account" or an "individual
retirement annuity," as such terms are described in the Code. If he does not
elect such a transfer, the trustee must withhold 20% of the amount of the
distribution to be applied toward his Federal income tax obligation. In that
case, the participant or alternate payee may still roll the entire amount of
his distribution over to another plan or an IRA, but the withholding cannot be
waived and he will have to use other funds to complete the rollover.
Similarly, if the surviving spouse of a deceased participant, is to receive
a qualifying rollover distribution, he may direct the trustee to transfer the
amount to be distributed directly to an "individual retirement account" or an
"individual retirement annuity," as such terms are described in the Code. In
the absence of a direct transfer election, the same 20% withholding
requirement will apply.
With respect to Federal estate tax, distributions under the Plan made as a
result of the death of a participant or former participant will generally be
included in determining the taxable amount of the participant's estate.
However, amounts payable to the deceased Participant's spouse may be eligible
for the Federal estate tax marital deduction. For Federal income tax purposes,
amounts distributed to the beneficiary or estate of a Participant will be
treated in substantially the same way as if distributed to a Participant after
termination of employment.
The foregoing description of tax effects is intended to be general in
nature, and is based on interpretations of present Federal statutory and
regulatory authority which may be subject to change. Each participant or
beneficiary should discuss specific questions with his own tax adviser or
attorney. In addition, there may be tax considerations under foreign, state
and local laws applicable to participants.
CLAIMING BENEFITS
DELAYED PAYMENT OF BENEFITS
If your vested benefits do not exceed $5,000, they will be paid to you as
soon as practicable after the end of the calendar quarter in which you
terminate your employment. If your benefits exceed $5,000, you will not
19
<PAGE>
receive payment until your normal retirement date unless you consent to an
earlier payment. If you still have money in the Plan at any time, you are
responsible for keeping Circus advised of your current address and marital
status, and for making any appropriate changes in the investment of your
accounts.
DOCUMENTATION
Participants and beneficiaries are responsible for providing any
documentation that may be required by Circus, including proof of age, proof of
marital status, proof of relationship, proof of legal competence and proof of
death.
In most cases, benefits payable to minors and incompetents will be made only
to legally appointed guardians.
Circus may refuse to pay any benefit unless applied for on forms provided by
the Corporate Director of Human Resources.
DISPUTES WITH RESPECT TO BENEFITS
DENIAL OF CLAIM
You will be notified in writing by Circus of any denial of your claim.
The notification will contain information required by applicable
regulations, and any additional information that Circus considers
appropriate.
Circus generally is required to decide your claim within 90 days,
although this deadline may be extended for an additional 90 days if you are
notified of the delay. If Circus does not respond to your claim (or notify
you of a delay) within 90 days, your claim is deemed denied on the 90th
day, and you may proceed with the appeal procedure, as outlined below, at
that time.
RIGHT TO APPEAL
You may appeal any denial of claimed benefits. If your claim is denied,
you may file a notice of appeal with the Corporate Director of Human
Resources within 60 days of notification by Circus of claim denial. All
appeals must be in writing and must set forth all of the facts upon which
the appeal is based. If your appeal is not filed on time, it will be barred
and you cannot file it later, unless Circus decides that it was delayed for
unavoidable cause.
RIGHT TO A HEARING
When it receives a notice of appeal, Circus will review its previous
decision on the claim. You may request a hearing, at which you or your
attorney may make an oral presentation in support of your appeal. Circus
will review all written materials and evidence presented in support of the
appeal.
NOTICE OF FINAL DECISION
Circus generally will notify you, in writing, of its final decision on
your claim and the reasons for that decision, within 60 days from the date
your notice of appeal is received. This deadline may be extended for an
additional 60 days if you are notified of the delay and the reason for the
delay.
If you hear nothing from Circus within 60 days after you file your
appeal, your appeal is deemed denied on the 60th day and you may proceed
with any remedies you may have under the law.
Circus's decision is binding upon the parties, so long as it conforms
with the law.
20
<PAGE>
MISCELLANEOUS INFORMATION
TOP HEAVY RULES
The Plan has special rules, primarily dealing with the vesting schedule and
the allocation of contributions, that will apply if the Plan becomes "top
heavy." Because we do not believe that the Plan will ever be subject to these
rules, they are not described in this prospectus. The Corporate Director of
Human Resources will provide you information about these special rules if you
are interested. Also, a full description of them will be given to you if the
rules ever become applicable.
COMPENSATION
Compensation is only taken into consideration under the terms of the Plan to
the extent it does not exceed a specified dollar limit. That limit is $160,000
for 1998, and will be adjusted from time to time thereafter to take into
account changes in the cost of living.
FEDERAL PENSION BENEFIT INSURANCE
Benefits under the Plan are not insured by the Pension Benefit Guaranty
Corporation.
ASSIGNMENT OF BENEFITS
Generally, you cannot assign, pledge, encumber, alienate or otherwise
transfer benefits payable under this Plan before you have received those
benefits. However:
QUALIFIED DOMESTIC RELATIONS ORDERS
The Plan may be required by law to recognize your court ordered child
support, alimony or marital property obligations. If Circus receives a
"qualified domestic relations order" (an order meeting certain requirements
that is usually entered at the time of a divorce), it must honor the order,
and all or a portion of your benefits may be used to satisfy the obligation
to the extent provided in the order.
In the event that Circus receives such an order, the following procedures
will be followed:
Circus will determine (in consultation with counsel where deemed
necessary) whether the order satisfies the requirements of a QDRO. Those
requirements include (without limitation):
. The following information must be provided in the order:
--The name and last known mailing address of the participant and the
alternate payee.
--A clear identification of the Plan as the plan to which the order
applies.
--The amount or percentage of the participant's benefits to be paid to
the alternate payee, as follows:
[_]The order must call for the amount or percentage to be determined
as of a specific plan valuation date (the last day of each
calendar month). The valuation date used may be either before or
after the entry of the order, but no order will be accepted if it
provides for the alternate payee's benefits to be computed as of
a date other than a plan valuation date.
[_]The order must specify the accounts of the participant from which
the alternate payee's amount is to be taken. The alternate
payee's benefits may be taken pro rata from all of the
participant's accounts, or they may come first from one or more
specified accounts, as stated in the order.
[_]The order must call for the alternate payee's benefit, as thus
determined, to be transferred to an account in the name of the
alternate payee, from which payment will be made in accordance
with the terms of the Plan and the law.
--A clear statement as to the disposition of the alternate payee's
benefit in the event of the death of either the alternate payee or the
participant:
[_]If the alternate payee's heirs are to receive the alternate
payee's unpaid benefits upon the death of the alternate payee,
the order should specifically provide for payment to the estate
21
<PAGE>
or personal representative of the alternate payee. An alternate
payee will not be permitted to designate an individual death
beneficiary.
[_]In order to be certain that the alternate payee will receive the
separate account even if the participant dies before it is paid,
the order should require the alternate payee to be treated as the
participant's surviving spouse with respect to such separate
account, but it should also provide that the alternate payee will
not receive as surviving spouse any amount other than the unpaid
balance in the alternate payee's separate account.
. The order must not require the Plan to provide any type or form of
benefit, or any option, not otherwise provided under the Plan.
. The order must not be ambiguous, in any respect, in the opinion of
Circus.
NOTIFICATION
Both the participant and the proposed alternate payee (and their
attorneys if known to Circus) will be notified of the receipt of the order,
and the proposed alternate payee will be provided with a copy of the
current summary plan description. The participant and the alternate payee
will also be notified of the determination as to whether the order is
qualified.
SUSPENSE ACCOUNT WHILE ORDER IS BEING CONSIDERED
. In most cases, the participant is not scheduled to receive a distribution
from the Plan at the time an order is received, so there is no danger of
an amount being paid to the participant that has already been assigned to
the alternate payee under a QDRO. If the participant is not scheduled to
receive a distribution when an order is received, no suspense account
will be created and the account will be handled as usual while the order
is being evaluated.
. However, sometimes an order is received at a time when the participant is
eligible for and is about to receive all or part of his account balance.
In that case, any amount to which the order purports to apply, in the
opinion of Circus, will be placed in a suspense account while the order
is being considered if that amount would otherwise be due to be paid to
the participant. The participant retains all rights to direct the
investment of the amounts in the suspense account while the order is
being evaluated.
. If Circus determines that the order is qualified, the amounts in the
suspense account will be paid to the alternate payee, to the extent
provided in the order, at the time described below. Any remaining amounts
in the suspense account will be paid to the participant. If Circus
determines that the order is not qualified, the amounts in the suspense
account will be paid to the participant at the time described below.
--Circus will allow a reasonable period during which either party may
appeal its determination as to the status of the order before releasing
the amounts from the suspense account. If either party appeals its
determination, Circus will not release the amounts from the suspense
account until the appeal has been decided.
--If a substitute order is received during the appeal period, Circus
will not release any amounts from the suspense account that are covered
by the substitute order, in the opinion of Circus, until after it has
determined whether the substitute order is qualified.
--No amount will remain in a suspense account longer than 18 months,
except that the receipt of a substitute order with respect to funds
already held in a suspense account will extend the period until 18
months following receipt of the substitute order. If, at the end of
such period, Circus still has not determined whether the order (or
substitute order) is qualified, the amounts in the suspense account
will be distributed to the participant.
22
<PAGE>
FREEZE ON ACCOUNT IN ANTICIPATION OF ORDER
If Circus is informed that a potential alternate payee intends to obtain
a QDRO, Circus may refuse, for a reasonable period, to permit a
distribution of all or a part of the participant's benefit to allow the
alternate payee to obtain a QDRO. Similarly, if Circus has been given
specific information that causes it to reasonably believe that payment of a
distribution to the participant would result in a violation of the
community property rights of the participant's spouse or former spouse (for
example, if Circus is notified that a participant and his or her spouse
have separated or divorced and that there is a dispute regarding the
division of the property), Circus may refuse, for a reasonable period, to
permit a distribution of all or a part of the participant's benefit to
allow the participant and the spouse or former spouse to have any community
property claims decided by a court. The participant retains all rights to
direct the investment of the amounts being withheld while the freeze is in
effect.
TIME OF DISTRIBUTION TO ALTERNATE PAYEE
An alternate payee may receive the benefits provided under a QDRO, if the
QDRO so provides, as soon as practicable following the plan administrator's
determination that the order is qualified, regardless of the age or
employment status of the Participant. Before that date, an alternate payee
could not receive benefits until the participant had either terminated
employment or reached age 50.
TAX LEVY
The Plan may also be required to honor a federal tax lien against your
benefits.
TERMS AND CONDITIONS OF EMPLOYMENT
The adoption of the Plan and your participation in it will not be considered
a contract of employment. You will remain subject to the employment policies
of your employer, whether or not you are a participant, just as though the
Plan had never been adopted.
COLLECTIVE BARGAINING AGREEMENTS
The plan is not directly maintained pursuant to a collective bargaining
agreement. However, certain collective bargaining agreements provide that the
employees covered by such agreements will be eligible to participate in the
Plan. A copy of any applicable collective bargaining agreement may be obtained
on written request to the Corporate Director of Human Resources, and is
available for examination at Circus's main office.
ASSIGNMENT; LIENS
A Plan participant or his beneficiary may not alienate, sell, transfer,
assign, pledge, encumber or charge his interest in the Plan. No interest in
the Plan may be attached or subjected to other legal process except to the
extent provided in the Plan or as may be required by law. Pursuant to the
Retirement Equity Act of 1984 amending Section 401(a)(13) of the Code, a
"qualified domestic relations order" will not be treated as an illegal
assignment or attachment. Detailed procedures regarding the administration of
such orders are set forth under the caption "Qualified Domestic Relations
Orders" beginning on page 21. Also, an Internal Revenue Service levy on a Plan
account is not considered an illegal assignment or attachment.
AMENDMENT AND TERMINATION
Circus anticipates that the Plan will continue indefinitely as a qualified
plan under the Code, but reserves the right to terminate the Plan at any time
by action of the Circus Board of Directors or to amend the Plan by action of
the Circus Board of Directors. However, such an amendment or termination
cannot transfer assets of the Plan for purposes other than for the exclusive
benefit of participants and their beneficiaries, and cannot cause or permit
any assets of the Plan, its trusts or contracts to revert to or become the
property of Circus except in the case of a contribution made to the Plan under
a mistake of fact or in the case of a contribution disallowed as a deduction
under the Code with respect to Circus.
In addition to the right of Circus to terminate the Plan, each of the other
sponsoring employers has the right to terminate its participation in the Plan.
If your employer's participation in the Plan is terminated, neither you
23
<PAGE>
nor your employer will be allowed to make further contributions. In the event
of termination of the entire Plan, you will be fully vested in all your
accounts.
At the time the Plan is terminated, or at any time thereafter, Circus may
terminate the related trust. Upon the termination of the trust, you will
receive the value of your interest in the Plan or it will be rolled over into
another plan or an individual retirement account, whichever Circus chooses.
REFERENCE TO THE PLAN
The above summary of the Plan does not purport to be complete and is subject
in all respects to the provisions of the Plan and the related Agreement of
Trust, copies of which are available from Circus on request and which have
been filed with the Securities and Exchange Commission and are included or
incorporated by reference as exhibits to Circus' Registration Statement (SEC
File No. 33-18278).
APPLICABLE REQUIREMENTS OF ERISA
The Plan is a "defined contribution plan" as described in Section 3(34) of
ERISA. As such, the Plan is subject to the applicable provisions set forth in
Part 1 (Reporting and Disclosure), Part 2 (Participation and Vesting), Part 4
(Fiduciary Responsibility) and Part 5 (Administration and Enforcement) of
Subtitle B of Title I of ERISA which relate to employee pension benefit plans
which are defined contribution plans.
The Plan is not subject to Part 3 (Funding) of Subtitle B of Title I of
ERISA nor is it subject to any of the provisions of Title IV of ERISA. Those
portions of ERISA pertain to "money purchase plans" and "defined benefit
plans."
AMENDMENTS AND OTHER CHANGES AFFECTING THIS PROSPECTUS
After the date hereof, the Plan may from time to time be amended and certain
other changes in respect of the Plan, such as changes in applicable law, may
also occur. Any such amendments or changes that are material for purposes of
this prospectus will be reflected in a supplement to this prospectus.
REPORTS OF CIRCUS
Circus' Quarterly and Annual Reports to Stockholders, proxy soliciting
material and other communications distributed to Circus' stockholders
generally will be provided to all participants of the Plan whether or not such
participants are stockholders of Circus. If a participant in the Plan does not
for some reason receive a copy of any of such reports, material or other
communications, he may obtain copies of the same which Circus will provide
promptly without charge upon written or oral request made to the Corporate
Director--Human Resources in the manner described under "Incorporation of
Certain Documents by Reference," below.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this prospectus by reference:
(a) The Annual Report of Circus on Form 10-K for the fiscal year ended
January 31, 1998;
(b) The Quarterly Reports of Circus on Form 10-Q for the fiscal quarters
ended April 30, 1998 and July 31, 1998, respectively;
(c) The Current Report of Circus on Form 8-K dated August 3, 1998;
24
<PAGE>
(d) The description of the common stock contained in the Form 8-A
Registration Statement of Circus declared effective by the Commission on
October 25, 1983, and any amendments or reports filed for the purpose of
updating such description;
(e) The description of the common stock purchase rights contained in the
Form 8-A Registration Statement of Circus declared effective by the
Commission on August 12, 1994, and any amendments or reports filed for the
purpose of updating such description;
(f) The Plan's Annual Report on Form 11-K for the year ended December 31,
1997 and Amendment No. 1 thereto on Form 11-K/A dated June 26, 1998; and
(g) All documents subsequently filed by Circus or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities offered
hereby then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such
documents.
Copies of the documents incorporated by reference herein, except for the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into the documents which this prospectus incorporates), and
copies of any other documents to which a participant is entitled as described
in this prospectus, are available without charge to any participant receiving
a copy of this prospectus upon written or oral request. Such request should be
directed to Kathryn Turner, Corporate Director--Human Resources, Circus Circus
Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(702-734-0410).
Circus has filed a registration statement with the Commission under the
Securities Act of 1933, as amended, with respect to the common stock and
interests in the Plan offered hereby. This prospectus does not contain all of
the information set forth in the registration statement, certain items of
which are contained in schedules and exhibits to the registration statement as
permitted by the rules and regulations of the Commission. For further
information, reference is made to the registration statement, including the
financial schedules and exhibits filed or incorporated as a part thereof.
Items of information omitted from this prospectus but contained in the
registration statement may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549.
Circus is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports, proxy
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied (at prescribed
rates) at the Commission's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and Seven World
Trade Center, Suite 1300, New York, New York 10048. The Commission maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants (including Circus) that
file electronically with the Commission. The address of the Commission's Web
site is http: //www.sec.gov. In addition, Circus' common stock is listed on
the New York Stock Exchange and The Pacific Exchange and similar information
concerning Circus can be inspected and copied at the New York Stock Exchange,
20 Broad Street, New York, New York 10005 and at The Pacific Exchange, 301
Pine Street, San Francisco, California 94104.
No person is authorized to give any information or to make any
representations not contained in this prospectus in connection with the offer
described herein, and any information or representation not contained herein
must not be relied upon as having been authorized by Circus. This prospectus
does not constitute an offer to sell these securities in any state to any
person to whom it is unlawful to make such offer in such state. Neither the
delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that information herein is correct as of
any time subsequent to its date.
25
<PAGE>
LEGAL OPINIONS
The validity of the participation interests in the Plan has been passed upon
by the firm of Schreck, Jones, Bernhard, Woloson & Godfrey, Chartered, Las
Vegas, Nevada. Certain legal matters relating to compliance of the Plan with
the requirements of ERISA have been passed upon by the firm of Trenam, Kemker,
Scharf, Barkin, Frye, O'Neill & Mullis, P.A., Tampa, Florida.
EXPERTS
The consolidated financial statements incorporated by reference in the
Annual Report of Circus on Form 10-K for the fiscal year ended January 31,
1998, the Plan's financial statements included in Amendment No. 1 on Form 11-
K/A to its Annual Report on Form 11-K for the fiscal year ended December 31,
1997, incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, to the extent and for the periods indicated in their
reports, have been audited by Arthur Andersen LLP, independent public
accountants, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in giving said reports.
Future consolidated financial statements of Circus and financial statements
of the Plan and the reports thereon of Arthur Andersen LLP also will be
incorporated by reference herein in reliance upon the authority of that firm
as experts in giving those reports to the extent that firm has audited those
consolidated financial statements and consented to the use of their reports
thereon.
26
<PAGE>
APPENDIX A
ADDITIONAL INFORMATION CONCERNING THE PLAN'S INVESTMENT OPTIONS
Set forth in this Appendix A is additional information, including
information concerning recent performance, for each of the investment options
available under the Circus Circus Employees' Profit Sharing and Investment
Plan (the "Plan"). This information should be read with the other information
included in the prospectus of which this Appendix is a part, and the other
information available from the Corporate Director of Human Resources, as
described under "Availability of Additional Information Concerning Investment
Options" on page A-20 of this Appendix A.
A-1
<PAGE>
I. CIRCUS CIRCUS STOCK FUND
This fund (referred to in the Plan as "Fund A") is invested by the Plan's
trustee primarily in the common stock of Circus, subject to the right of the
Plan's trustee to invest this fund or any part thereof in other investments.
The trustee has discretion as to the timing and manner of purchasing shares.
Such purchases may include open-market or privately negotiated transactions.
Cash dividends, if any, will be 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. Circus has from time to time declared a
split of its common stock, the most recent such action being a three-for-two
split effective at the close of business on July 9, 1993, but has not declared
any cash dividends on its common stock since it became publicly owned in 1983
and there is no assurance any dividends will be paid on the Circus common
stock in the future. The current policy of Circus is to retain earnings for
the operation and expansion of its business. Circus' loan agreement with its
bank group contains covenants which have the effect of limiting the amount of
dividends Circus may pay on its common stock and there is no assurance Circus
may not enter into other agreements which impose other restrictions on the
payment of dividends.
Participants investing in the Circus Circus Stock Fund will not have any
voting rights with respect to the shares held in this fund. The voting rights
with respect to such shares are vested in the Plan's trustee. Participants who
have made diversification elections may not direct investments into this fund
with respect to applicable portions of their ESOP matching contribution and
ESOP automatic contribution accounts.
THE VALUE OF THIS FUND IS DETERMINED BY THE MARKET PRICE OF THE CIRCUS
COMMON STOCK. AS THE MARKET PRICE OF THE CIRCUS COMMON STOCK FLUCTUATES UP OR
DOWN, SO DOES THE VALUE OF A PARTICIPANT'S SHARE OF THIS FUND. AND,
COMMISSIONS PAID ON ACCOUNT OF TRANSACTIONS BY THIS FUND ARE NOT PAID BY
CIRCUS BUT ARE CHARGED AGAINST THE ASSETS OF THE FUND. ACCORDINGLY, THE VALUE
OF A PARTICIPANT'S SHARE OF THIS FUND COULD BE LESS THAN HIS CONTRIBUTIONS TO
THIS FUND. SINCE THIS FUND IS NOT DIVERSIFIED, IT HAS A HIGHER DEGREE OF RISK
THAN THE OTHER FUNDS AVAILABLE UNDER THE PLAN.
The common stock of Circus is listed on the New York Stock Exchange and on
the Pacific Exchange. The following table sets forth for the calendar quarters
shown the low and high sale prices for the Circus common stock on the New York
Stock Exchange Composite Tape. The last reported sale price of the Circus
common stock on November 30, 1998 on the New York Stock Exchange Composite
Tape was $11 1/2 per share. A PARTICIPANT WHO IS CONTEMPLATING AN INVESTMENT
IN THIS FUND IS ENCOURAGED TO OBTAIN CURRENT INFORMATION CONCERNING THE PRICE
OF THE CIRCUS COMMON STOCK. PAST PERFORMANCE IS NO INDICATION OF FUTURE
PERFORMANCE.
<TABLE>
<CAPTION>
LOW HIGH
------- --------
<S> <C> <C>
1995
----
First Quarter............................................. 23 1/2 33 1/8
Second Quarter............................................ 30 36
Third Quarter............................................. 27 36 1/8
Fourth Quarter............................................ 24 3/4 28 5/8
1996
----
First Quarter............................................. 27 5/8 35 3/8
Second Quarter............................................ 33 5/8 44 5/8
Third Quarter............................................. 29 1/8 41
Fourth Quarter............................................ 31 1/2 37 5/8
1997
----
First Quarter............................................. 26 36 1/2
Second Quarter............................................ 23 1/2 29 1/4
Third Quarter............................................. 21 1/16 26 11/16
Fourth Quarter ........................................... 20 26
</TABLE>
A-2
<PAGE>
<TABLE>
<CAPTION>
1998 LOW HIGH
---- ------ ------
<S> <C> <C>
First Quarter................................................ 20 3/8 26 1/2
Second Quarter............................................... 15 1/2 26
Third Quarter................................................ 9 7/16 17 1/2
Fourth Quarter (through November 30)......................... 7 1/8 12 1/2
</TABLE>
None of the Circus common stock purchased for the Circus Circus Stock Fund
pursuant to the Plan will be purchased from Circus. Because all of the Circus
common stock purchased for the Circus Circus Stock Fund pursuant to the Plan
will be previously issued and outstanding, Circus will not receive any
proceeds on account of any purchase of its common stock for the Circus Circus
Stock Fund.
In order to facilitate compliance with Section 16 of the Securities Exchange
Act of 1934 (the "1934 Act") and the regulations promulgated thereunder, a
participant in the Plan who is subject to the reporting requirements of
Section 16(a) of the 1934 Act (i.e., an "officer" of Circus within the meaning
of Rule 16a-1 under the 1934 Act, a director of Circus or the beneficial owner
of 10% or more of the issued and outstanding shares of the Circus Common Stock
within the meaning of Rule 16a-1(a)(1) under the 1934 Act) is not permitted to
invest in the Circus Circus Stock Fund.
II. FIXED INCOME FUND
Amounts allocated to this fund (referred to in the Plan as "Fund B") are
invested by the Plan's trustee in the Merrill Lynch Retirement Preservation
Trust.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE MERRILL LYNCH
RETIREMENT PRESERVATION TRUST HAS BEEN PROVIDED TO CIRCUS BY MERRILL LYNCH
TRUST COMPANY.
The Merrill Lynch Retirement Preservation Trust is a collective trust fund
whose primary objective is to achieve high current income consistent with
preservation of capital and liquidity through a diversified portfolio of
guaranteed investments, U.S. Government and U.S. Government Agency securities
and money market instruments. Merrill Lynch Trust Company, the trustee of the
Merrill Lynch Retirement Preservation Trust, utilizes the services of Merrill
Lynch Asset Management as a nondiscretionary investment advisor, but Merrill
Lynch Trust Company makes all investment decisions for the Merrill Lynch
Retirement Preservation Trust. WHILE THE MERRILL LYNCH RETIREMENT PRESERVATION
TRUST INVESTS IN GUARANTEED INVESTMENTS, NEITHER THE MERRILL LYNCH RETIREMENT
PRESERVATION TRUST NOR ITS UNITS ARE GUARANTEED.
Although there can be no assurances that the Merrill Lynch Retirement
Preservation Trust's objectives will be achieved, the Merrill Lynch Retirement
Preservation Trust seeks to achieve an effective yield that is typically
higher than money market fund yields and the yields of sponsor-managed GIC
portfolios of comparable duration. The portfolio is also structured to produce
yields that are sensitive to market opportunities. The return on this Fund's
investment in the Merrill Lynch Retirement Preservation Trust will be a blend
of all the rates on each GIC, U.S. Government Agency Obligation and money
market instrument in the Merrill Lynch Retirement Preservation Trust's
portfolio, less its fees and expenses, during the period of the investment.
Since the Merrill Lynch Retirement Preservation Trust will remain in the
market to make new investments, the effective rate may change frequently.
The Merrill Lynch Retirement Preservation Trust invests in GICs (i.e.,
contracts issued by insurance companies or banks which provide for a return of
principal plus interest, either periodically or at maturity), or similar
investments which pay a fixed or variable rate of return on an agreed schedule
and are benefit responsive (collectively "Guaranteed Investments"). Benefit
responsiveness may be provided by the issuer of the Guaranteed Investment or a
third party. A maximum of 80% of the Merrill Lynch Retirement Preservation
Trust will be invested in Guaranteed Investments and a minimum of 20% of the
assets of the Merrill Lynch Retirement Preservation Trust will be invested in
money market instruments.
A-3
<PAGE>
The Merrill Lynch Retirement Preservation Trust reviews the quality of each
issuer's credit at least quarterly and each issuer must be determined to have
a AA- or better rating from Standard & Poors Corporation or an Aa3 or better
rating from Moody's Investors Service, or be determined to be of comparable
quality in order to qualify for investment of Merrill Lynch Retirement
Preservation Trust assets. As of October 31, 1998, approximately 23 insurance
carriers and approximately 14 banks satisfied the credit criteria for
investment of the Merrill Lynch Retirement Preservation Trust's assets.
There are no voting rights associated with this fund's investment in the
Merrill Lynch Retirement Preservation Trust to which participants who invest
in this fund or the Plan's trustee are entitled.
The following information concerning the performance of the Merrill Lynch
Retirement Preservation Trust has been provided to Circus on an unaudited
basis by Merrill Lynch Trust Company. Past performance is no indication of
future performance.
<TABLE>
<CAPTION>
NET ANNUAL EFFECTIVE YIELD(1)(2)(3)
---------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
January......................... 6.07% 6.05% 5.98% 6.20% 5.54%
February........................ 6.41% 6.58% 6.16% 6.26% 5.99%
March........................... 6.09% 6.22% 6.15% 6.20% 5.45%
April........................... 6.15% 6.34% 6.01% 6.21% 5.81%
May............................. 6.09% 6.33% 6.07% 6.20% 5.79%
June............................ 6.16% 6.39% 6.12% 6.23% 5.21%
July............................ 6.09% 6.28% 6.02% 6.16% 5.85%
August.......................... 6.12% 6.35% 6.19% 6.15% 5.89%
September....................... 6.15% 6.46% 6.11% 6.19% 5.93%
October......................... 6.09% 6.43% 6.06% 6.07% 5.98%
November........................ -- 6.23% 6.14% 6.11% 6.09%
December........................ -- 6.10% 6.11% 6.05% 6.19%
</TABLE>
- --------
(1) The net annual effective yield for the period from September 22, 1989
(commencement of operations) through October 31, 1998 was 6.09%.
(2) The yields for 1998 and 1997 are net of the .20% fee payable to Merrill
Lynch Trust Company at the current level of investment by this fund in the
Merrill Lynch Retirement Preservation Trust ($22,665,620 at October 31,
1998). The yields for prior periods are net of the .30% fee payable for
such periods. Such fee, which is not paid by Circus but is charged against
the assets of this fund, is based upon the amount of assets invested by
this fund in the Merrill Lynch Retirement Preservation Trust. Accordingly,
such fee may increase or decrease in the future, as described below,
depending on subsequent levels of investment by this fund in the Merrill
Lynch Retirement Preservation Trust.
(3) The net annual effective yield assumes that income earned from investments
in the Merrill Lynch Retirement Preservation Trust during the applicable
period is reinvested and is expressed as an annual percentage rate.
The following table sets forth certain information provided to Circus by
Merrill Lynch Trust Company concerning the fee payable to Merrill Lynch Trust
Company, which is not paid by Circus but is charged against the assets of this
fund.
<TABLE>
<CAPTION>
ANNUAL
PERCENTAGE
ASSETS(1) RATE(2)
--------- ----------
<S> <C>
$10,000-$100,000.................................................. 1.00%
$100,001-$500,000................................................. .80%
$500,001-$1,000,000............................................... .60%
$1,000,001-$3,000,000............................................. .50%
$3,000,001-$10,000,000............................................ .40%
$10,000,001-$15,000,000........................................... .30%
$15,000,001-$50,000,000........................................... .20%
$50,000,001-$100,000,000.......................................... .15%
$100,000,001-$500,000,000......................................... .13%
</TABLE>
A-4
<PAGE>
- --------
(1) Represents the assets of this fund projected by the Merrill Lynch Trust
Company to be invested in the Merrill Lynch Retirement Preservation Trust
during the 12-month period for which the fee is payable. Once established
for a 12-month period, the fee will not be adjusted for such period, even
if the actual amount of assets is different than the amount projected.
(2) The rate payable on account of this fund's participation in the Merrill
Lynch Retirement Preservation Trust was determined initially as of the
date such participation commenced and is determined on each subsequent
anniversary of such date. In each case, the rate so determined is
applicable to the 12-month period commencing on the applicable
determination date. The fee for the 12-month periods of this fund's
participation in the Merrill Lynch Retirement Preservation Trust ending
December 31, 1998 and 1999 will be .20% and .20%, respectively.
III. GENERAL COMMON STOCK FUND
This fund (referred to in the Plan as "Fund C") is invested by the Plan's
trustee in Class E shares of the S&P 500 Index Portfolio (the "Portfolio"),
one of the portfolios of SEI Index Funds ("SEI Index Funds"), an open-end
management investment company that has diversified portfolios.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE PORTFOLIO IS A
SUMMARY OF CERTAIN OF THE INFORMATION CONTAINED IN THE CURRENT PROSPECTUS OF
SEI INDEX FUNDS, DATED JULY 31, 1998, RELATING TO THE CLASS E SHARES OF THE
PORTFOLIO (THE "PORTFOLIO'S 1998 PROSPECTUS"). SUCH SUMMARY IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE PORTFOLIO'S 1998 PROSPECTUS. ANY PARTICIPANT
WHO IS CONTEMPLATING AN INVESTMENT IN THIS FUND IS ADVISED TO OBTAIN A COPY OF
SUCH PROSPECTUS, READ IT AND RETAIN THE COPY FOR FUTURE REFERENCE. A COPY OF
THE MOST RECENT PROSPECTUS OF THE SEI INDEX FUNDS FOR THE CLASS E SHARES OF
THE PORTFOLIO WHICH HAS BEEN PROVIDED TO CIRCUS WILL BE PROVIDED TO A
PARTICIPANT BY CIRCUS UPON REQUEST, AND A COPY OF SUCH PROSPECTUS WILL BE
PROVIDED TO A PARTICIPANT AS SOON AS PRACTICABLE FOLLOWING SUCH PARTICIPANT'S
INITIAL INVESTMENT IN THIS FUND UNLESS, PRIOR TO SUCH INITIAL INVESTMENT, A
COPY HAD BEEN PROVIDED TO THE PARTICIPANT.
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 Stock Price Index (the "S&P 500 Index") which is
comprised of 500 selected securities (most of which are common stocks listed
on the New York Stock Exchange. However, there can be no assurance that the
Portfolio will achieve its investment objective.
The Portfolio's ability to duplicate the performance of the S&P 500 Index
will depend to some extent on the size and timing of cashflows into and out of
the Portfolio, as well as on the level of the Portfolio's expenses.
Adjustments made to accommodate cash flows will track the S&P 500 Index to the
maximum extent possible, and may result in brokerage expenses for the
Portfolio. Over time, the correlation between the performance of the Portfolio
and the S&P 500 Index is expected to be over 0.95 according to the Portfolio's
1998 Prospectus. A correlation of 1.00 would indicate perfect correlation. The
Portfolio will normally be invested in all of the stocks and other securities
which comprise the S&P 500 Index, except when changes are made to the S&P 500
Index itself. The Portfolio's policy is to be fully invested in common stocks
and other securities included in the S&P 500 Index, and it is expected that
cash reserve items would normally be less than 10% of net assets. Accordingly,
an investment in shares of the Portfolio involves risks similar to those of
investing in a portfolio consisting of the common stocks and other securities
of some or all of the companies included in the S&P 500 Index.
The weightings of securities in the S&P 500 Index are based on each
security's relative total market value, i.e., market price per share times the
number of shares outstanding. Because of this weighting, approximately 50% of
the S&P 500 Index is currently composed of stocks of the 50 largest companies
in the S&P 500 Index, and the S&P 500 Index currently represents over 65% of
the market value of all U.S. common stocks listed on the New York Stock
Exchange.
World Asset Management, LLC, the Portfolio's investment adviser (the
"Portfolio Adviser"), makes no attempt to "manage" the Portfolio in the
traditional sense (i.e., by using economic, financial or market analyses).
A-5
<PAGE>
The adverse financial situation of a company usually will not result in the
elimination of a stock from the Portfolio. However, an investment may be
removed from the Portfolio if, in the judgment of the Portfolio Adviser, the
merit of the investment has been substantially impaired by extraordinary
events or financial conditions. Furthermore, administrative adjustments may be
made in the Portfolio from time to time because of mergers, changes in the
composition of the S&P 500 Index and similar reasons. In certain
circumstances, the Portfolio Adviser may exercise discretion in determining
whether to exercise warrants or rights issued in respect to portfolio
securities or whether to tender portfolio securities pursuant to a tender or
exchange offer.
THE PORTFOLIO IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD &
POOR'S CORPORATION ("S&P"). S&P MAKES NO REPRESENTATION OR WARRANTY, IMPLIED
OR EXPRESS, REGARDING THE ADVISABILITY OF INVESTING IN INDEX FUNDS OR THE
PORTFOLIO OR THE ABILITY OF THE S&P 500 INDEX TO TRACK GENERAL STOCK MARKET
PERFORMANCE.
SEI Investments Fund Management (the "Manager"), provides SEI Index Funds
with overall management services, regulatory reporting, all necessary office
space, equipment, personnel and facilities, and acts as dividend disbursing
agent and shareholder servicing agent. The Manager also serves as the transfer
agent of SEI Index Funds. For its management services, the Manager is entitled
to a fee, which is calculated daily and paid monthly, at an annual rate of
.22% of the average daily net assets of the Portfolio. The Manager may from
time to time waive all or a portion of its fee in order to limit the operating
expenses of the Portfolio. Any such waiver is voluntary and may be terminated
at any time in its sole discretion. For the fiscal year ended March 31, 1998,
the Portfolio paid management fees, after fee waivers, of .18% of its average
daily net assets.
The Portfolio Adviser serves as investment adviser to the Portfolio. Under
the terms of an Advisory Agreement, the Portfolio Adviser provides certain
record keeping and management services in connection with the Portfolio,
including monitoring the indexing systems and determining which securities to
purchase and sell in order to keep the Portfolio in balance with the S&P 500
Index. The Portfolio Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .03% of the average daily net assets of
the Portfolio. For the fiscal year ended March 31, 1998, the Portfolio paid to
the Portfolio Adviser an advisory fee of .03% of the Portfolio's average daily
net assets.
SEI Investments Distribution Co. (the "Portfolio Distributor"), a wholly-
owned subsidiary of SEI Investments Company, serves as the Portfolio's
distributor pursuant to a distribution agreement (the "Distribution
Agreement") with SEI Index Funds. The Portfolio has also adopted a shareholder
servicing plan for the Portfolio's Class E shares (the "Portfolio Servicing
Plan") under which the Portfolio may pay the Portfolio Distributor a fee at a
negotiated rate of up to .25% annually of average daily net assets
attributable to the Portfolio's Class E shares. Under the Portfolio Servicing
Plan, the Portfolio Distributor may perform, or may compensate other service
providers for performing, specified shareholder and administration services.
Under the Portfolio Servicing Plan, the Portfolio Distributor may retain as a
profit any difference between the fee it receives and the amount it pays to
third parties. SEI Index Funds may execute brokerage and other agency
transactions through the Portfolio Distributor for which the Portfolio
Distributor may receive compensation.
The following table sets forth certain information taken from the
Portfolio's 1998 Prospectus concerning the Portfolio's annual operating
expenses for its Class E shares expressed as a percentage of average net
assets.
<TABLE>
<CAPTION>
EXPENSES (1) AMOUNT
------------ ------
<S> <C> <C>
Management/Advisory Fees (After Fee Waiver) (2)................. .21%
12b-1 Fees...................................................... None
Total Other Expenses............................................ .04%
Shareholder Servicing Expenses (After Fee Waiver)(3)........... 0.00 %
----
Total Operating Expenses (After Fee Waivers) (4)................ .25%
====
</TABLE>
- --------
(1) These expenses are not paid by the Company but are charged against the
assets of the Portfolio.
A-6
<PAGE>
(2) The Manager has waived, on a voluntary basis, a portion of its fee, and
the management/advisory fees shown reflect this voluntary waiver. The
Manager reserves the right to terminate its waiver at any time in its sole
discretion. Absent such fee waiver, management/advisory fees would be
.25%.
(3) Reflects the current level of Shareholder Servicing Fees. Absent waivers,
Shareholder Servicing Fees would be .25%. See "Distribution and
Shareholder Servicing" in the Portfolio's 1998 Prospectus.
(4) Absent fee waivers, total operating expenses for the Portfolio would be
.54%. Additional information may be found under "The Adviser" and "The
Manager" in the Portfolio's 1998 Prospectus.
EXAMPLE:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor in the Portfolio would pay the
following expenses on a $1,000 investment
assuming (1) 5% annual return and
(2) redemption at the end of each time
period....................................... $ 3 $ 8 $14 $32
</TABLE>
THE EXAMPLE, WHICH IS TAKEN FROM THE PORTFOLIO'S 1998 PROSPECTUS, SHOULD NOT
BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN. The purpose of the expense table and
example is to assist the investor in understanding the various costs and
expenses that may be directly or indirectly borne by investors in the Class E
shares of the Portfolio. Additional information may be found under the
headings "The Manager," "The Adviser" and "Distribution and Shareholder
Servicing" in the Portfolio's 1998 Prospectus.
The following table sets forth financial highlights taken from the
Portfolio's 1998 Prospectus. This table should be read in conjunction with the
Portfolio's financial statements and notes thereto included in the Portfolio's
1998 Annual Report to Shareholders which is available upon request and without
charge by contacting Kathryn Turner, Corporate Director--Human Resources,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 (702-734-0410). Past performance is no indication of future
performance.
FOR A CLASS E SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<CAPTION>
YEAR ENDED MARCH 31,
--------------------------------------------------
1998 1997 1996 1995 1994
---------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period................. $ 24.10 $ 20.88 $ 16.40 $ 15.07 $ 15.80
Net Investment Income...... 0.45 0.46 0.44 0.42 0.43
Net Realized and Unrealized
Gain (Loss) on
Investments............... 10.88 3.54 4.72 1.79 (0.22)
Dividends from Net
Investment Income......... (0.45) (0.45) (0.37) (0.42) (0.42)
Distributions from Capital
Gains..................... (0.21) (0.33) (0.31) (0.46) (0.52)
---------- -------- -------- -------- --------
Net Asset Value, End of
Period.................... $ 34.77 $ 24.10 $ 20.88 $ 16.40 $ 15.07
========== ======== ======== ======== ========
Total Return............... 47.62% 19.46% 31.88% 15.26% 1.19%
========== ======== ======== ======== ========
Net Assets, End of Period
(000)..................... $1,300,924 $835,889 $630,566 $458,012 $424,647
========== ======== ======== ======== ========
Ratio of Expenses to
Average Net Assets........ 0.25% 0.25% 0.25% 0.25% 0.25%
Ratio of Expenses to
Average Net Assets
(Excluding Fee Waivers)... 0.54% 0.54% 0.35% 0.35% 0.33%
Net Investment Income to
Average Net Assets........ 1.55% 2.03% 2.31% 2.69% 2.57%
Ratio of Net Investment
Income to Average Net
Assets (Excluding Fee
Waivers).................. 1.26% 1.74% 2.21% 2.59% 2.49%
Portfolio Turnover Rate.... 4.00% 2.00% 3.00% 4.00% 23.00%
Average Commission Rate
(1)....................... $ .0169 $ .0197 n/a n/a n/a
</TABLE>
- --------
(1) Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal
years beginning after September 1, 1995.
A-7
<PAGE>
Participants investing in this fund will not have any voting rights with
respect to the interest in the Portfolio held in this fund. The voting rights
with respect to such interest are vested in the Plan's trustee.
IV. U.S. GOVERNMENT SECURITIES FUND
This fund (referred to in the Plan as "Fund D") is invested by the Plan's
trustee in institutional shares of Federated U.S. Government Securities Fund:
2-5 Years (the "U.S. Fund"), an open-end management investment company (a
mutual fund) investing in U.S. Government securities with remaining maturities
of five years or less.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE U.S. FUND IS A
SUMMARY OF CERTAIN OF THE INFORMATION CONTAINED IN THE U.S. FUND'S PROSPECTUS
DATED MARCH 31, 1998 (THE "U.S. FUND 1998 PROSPECTUS"). SUCH SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE U.S. FUND 1998 PROSPECTUS. ANY
PARTICIPANT WHO IS CONTEMPLATING AN INVESTMENT IN THIS FUND IS ADVISED TO
OBTAIN A COPY OF SUCH PROSPECTUS, READ IT AND RETAIN THE COPY FOR FUTURE
REFERENCE. A COPY OF THE MOST RECENT PROSPECTUS RELATING TO THE INSTITUTIONAL
SHARES OF THE U.S. FUND WHICH HAS BEEN PROVIDED TO CIRCUS WILL BE PROVIDED TO
A PARTICIPANT BY CIRCUS UPON REQUEST, AND A COPY OF SUCH PROSPECTUS WILL BE
PROVIDED TO A PARTICIPANT AS SOON AS PRACTICABLE FOLLOWING SUCH PARTICIPANT'S
INITIAL INVESTMENT IN THIS FUND UNLESS, PRIOR TO SUCH INITIAL INVESTMENT, A
COPY HAD BEEN PROVIDED TO THE PARTICIPANT.
The investment objective of the U.S. Fund is current income. According to
the U.S. Fund 1998 Prospectus, the U.S. Fund pursues this investment objective
by investing in U.S. government securities with remaining maturities of five
years or less. According to the U.S. Fund 1998 Prospectus, as a matter of
operating policy, which may be changed without approval of the U.S. Fund's
shareholders, the dollar-weighted average maturity of the U.S. Fund's
portfolio will not be less than two years nor more than five years. While
there is no assurance that the U.S. Fund will achieve its investment
objective, it endeavors to do so by following the investment policies
described in the U.S. Fund 1998 Prospectus. THE U.S. FUND SHARES ARE NOT
DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY
BANK, AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY. Investment in U.S. Fund
shares involves investment risks including the possible loss of principal.
U.S. Fund shares are sold at net asset value.
A-8
<PAGE>
The following table sets forth selected per share data and ratios for the
shares of the U.S. Fund which appears in the U.S. Fund 1998 Prospectus. This
information (which is presented for an institutional share outstanding
throughout each period) should be read in conjunction with the financial
statements of the U.S. Fund included in the U.S. Fund's annual report for the
fiscal year ended January 31, 1998 which is available upon request and without
charge by contacting Kathryn Turner, Corporate Director--Human Resources,
Circus Circus Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas,
Nevada 89109 (702-734-0410). Past performance is no indication of future
performance.
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
-------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING
OF PERIOD.................. $ 10.48 $ 10.74 $ 10.11 $ 10.78 $ 10.61
Income from investment
operations
Net investment income...... 0.59 0.57 0.64 0.54 0.46
Net realized and unrealized
gain (loss) on
investments............... 0.25 (0.26) 0.63 (0.67) 0.17
-------- -------- -------- -------- --------
Total from investment
operations................ 0.84 0.31 1.27 (0.13) 0.63
-------- -------- -------- -------- --------
Less distributions
Distributions from net
investment income......... (0.59) (0.57) (0.64) (0.54) (0.46)
-------- -------- -------- -------- --------
NET ASSET VALUE, END OF
PERIOD..................... $ 10.73 $ 10.48 $ 10.74 $ 10.11 $ 10.78
======== ======== ======== ======== ========
Total return(a)............. 8.24% 3.01% 12.86% (1.18)% 6.07%
Ratios to average net assets
Expenses................... 0.54% 0.54% 0.54% 0.54% 0.52%
Net investment income...... 5.58% 5.42% 6.07% 5.16% 4.30%
Expense
waiver/reimbursement(b)... 0.25% 0.26% 0.25% 0.02% --
Supplemental data
Net assets, end of period
(000 omitted)............. $696,613 $782,056 $871,966 $731,280 $951,528
Portfolio turnover......... 71% 99% 117% 163% 131%
</TABLE>
- --------
(a) Based on net asset value, which does not reflect the sales charges or
contingent deferred sales charge, if applicable.
(b) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
The following table sets forth for the U.S. Fund's institutional shares
certain information from the U.S. Fund 1998 Prospectus concerning applicable
shareholder transaction expenses and annual operating expenses of the U.S.
Fund. Such expenses are not paid by Circus but are charged against the assets
of the U.S. Fund.
<TABLE>
<CAPTION>
CHARGE
SHAREHOLDER TRANSACTION EXPENSES: ------
<S> <C> <C>
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)............................. None
Maximum Sales Charge Imposed on Reinvested
Dividends (as a percentage of offering price)................... None
Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption
proceeds, as applicable)........................................ None
Redemption Fee (as a percentage of amount
redeemed, if applicable)........................................ None
Exchange Fee..................................................... None
</TABLE>
A-9
<PAGE>
<TABLE>
<S> <C> <C>
ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET AS-
SETS):
Management Fee............................................... 0.40%
12b-1 Fee.................................................... None
Total Other Expenses......................................... 0.14%
Shareholder Services Fee (after waiver)(1).................. 0.00%
----
Total Operating Expenses(2)................................... 0.54%
====
</TABLE>
- --------
(1) The shareholder services fee has been reduced to reflect the voluntary
waiver of the shareholder services fee. The shareholder service provider
can terminate this voluntary waiver at any time at its sole discretion.
The maximum shareholder services fee is 0.25%.
(2) The total operating expenses would have been 0.79% absent the voluntary
waiver of the shareholder services fee.
THE PURPOSE OF THE FOREGOING TABLE, WHICH IS TAKEN FROM THE U.S. FUND 1998
PROSPECTUS, IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE VARIOUS COSTS AND
EXPENSES THAT A SHAREHOLDER OF THE INSTITUTIONAL SHARES OF THE U.S. FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE THE INFORMATION APPEARING UNDER THE HEADINGS
"TRUST INFORMATION" AND "INVESTING IN INSTITUTIONAL SHARES" IN THE U.S. FUND
1998 PROSPECTUS.
EXAMPLE:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
This fund would pay the following expenses on a
$1,000 investment, assuming (1) 5% annual
return and (2) redemption at the end of each
time period................................... $6 $17 $30 $68
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Investment decisions for the U.S. Fund are made by Federated Management, the
U.S. Fund's investment adviser, subject to direction by the U.S. Fund's Board
of Trustees. Federated Management, a subsidiary of Federated Investors,
continually conducts investment research and supervision for the U.S. Fund and
is responsible for the purchase and sale of portfolio instruments, for which
it receives an annual fee from the U.S. Fund. Federated Management receives an
annual investment advisory fee equal to 0.40% of the U.S. Fund's average daily
net assets. For additional information concerning the U.S. Fund's investment
adviser, reference is made to the U.S. Fund 1998 Prospectus.
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the U.S. Fund. Federated Services
Company provides these at an annual rate, which relates to the average
aggregate daily net assets of all funds advised by subsidiaries of Federated
Investors ("Federated Funds"), as specified below:
<TABLE>
<CAPTION>
AVERAGE AGGREGATE DAILY
MAXIMUM NET ASSETS OF THE FEDERATED
ADMINISTRATIVE FEE FUNDS
------------------ -----------------------------------
<S> <C>
0.150% on the first $250 million
0.125% on the next $250 million
0.100% on the next $250 million
0.075% on assets in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Services Company may choose voluntarily to waive a portion of its
fee.
A-10
<PAGE>
The U.S. Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under
which the U.S. Fund may make payments up to 0.25% of the average daily net
asset value of the institutional shares, computed at an annual rate, to obtain
certain personal services for shareholders and to maintain shareholder
accounts. From time to time and for such periods as deemed appropriate, the
amount stated above may be reduced voluntarily. Under the Shareholder Services
Agreement, Federated Shareholder Services will either perform shareholder
services directly or will select financial institutions to perform shareholder
services. Financial institutions will receive fees based upon shares owned by
their clients or customers. The schedules of such fees and the basis upon
which such fees will be paid will be determined from time to time by the U.S.
Fund and Federated Shareholder Services.
Participants investing in this fund will not have any voting rights with
respect to the interest in the U.S. Fund held in this fund. The voting rights
with respect to such interest are vested in the Plan's trustee.
V. CAPITAL FUND
This fund (referred to in the Plan as "Fund E") is invested by the Plan's
trustee in Class A shares of Merrill Lynch Capital Fund, Inc. (the "Capital
Fund").
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE CAPITAL FUND IS A
SUMMARY OF INFORMATION CONTAINED IN THE CAPITAL FUND'S PROSPECTUS DATED JULY
2, 1998, AS SUPPLEMENTED BY A SUPPLEMENT DATED AUGUST 10, 1998 (THE "CAPITAL
FUND 1998 PROSPECTUS"). SUCH SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO THE CAPITAL FUND 1998 PROSPECTUS. ANY PARTICIPANT WHO IS CONTEMPLATING AN
INVESTMENT IN THIS FUND IS ADVISED TO OBTAIN A COPY OF SUCH PROSPECTUS, READ
IT AND RETAIN THE COPY FOR FUTURE REFERENCE. A COPY OF THE MOST RECENT
PROSPECTUS OF THE CAPITAL FUND WHICH HAS BEEN PROVIDED TO CIRCUS WILL BE
PROVIDED TO A PARTICIPANT BY CIRCUS UPON REQUEST, AND A COPY OF SUCH
PROSPECTUS WILL BE PROVIDED TO A PARTICIPANT AS SOON AS PRACTICABLE FOLLOWING
SUCH PARTICIPANT'S INITIAL INVESTMENT IN THIS FUND UNLESS, PRIOR TO SUCH
INITIAL INVESTMENT, A COPY HAD BEEN PROVIDED TO THE PARTICIPANT.
The Capital Fund seeks to achieve the highest total investment return
consistent with prudent risk through a fully managed investment policy
utilizing equity, debt (including money market) and convertible securities.
This approach permits management of the Capital Fund to vary investment policy
based on its evaluation of changes in economic and market trends. Total
investment return is the aggregate of income and capital value changes.
Consistent with this policy, the Capital Fund's portfolio may, at any given
time, be invested substantially in equity securities, corporate bonds or money
market securities. It is the expectation of the Capital Fund's management
that, over longer periods, a major portion of the Capital Fund's portfolio
will consist of equity securities of larger market capitalization, quality
companies. Since January 1, 1974, the portion of the Capital Fund's portfolio
invested in equity securities has ranged from approximately 43% to 98% with
the balance being invested in corporate bonds, money market securities,
government bonds and mortgage-backed securities. On March 31, 1998,
approximately 55% of the Capital Fund's portfolio was invested in equity
securities. There can be no assurance that the Capital Fund's investment
objective will be achieved.
A-11
<PAGE>
The following table sets forth selected per share data for the Class A
shares of the Capital Fund taken from the Capital Fund 1998 Prospectus. This
information should be read in conjunction with the financial statements of the
Capital Fund included in the Statement of Additional Information referred to
on the cover page of the Capital Fund 1998 Prospectus. Past performance is no
indication of future performance.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED MARCH 31,
----------------------------------------------------------
1998 (1) 1997 (1) 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSET VALUE:
PER SHARE OPERATING PER-
FORMANCE:
Net asset value, begin-
ning of year........... $ 31.39 $ 30.90 $ 27.74 $ 27.46 $ 27.89
---------- ---------- ---------- ---------- ----------
Investment income--
net.................... 1.11 1.25 1.21 1.01 .97
Realized and
unrealized gain on
investments and
foreign currency
transactions--net... 8.14 2.43 5.41 1.77 .50
---------- ---------- ---------- ---------- ----------
Total from investment
operations............. 9.25 3.68 6.62 2.78 1.47
---------- ---------- ---------- ---------- ----------
Less dividends and dis-
tributions:
Investment income--
net.................... (1.11) (1.25) (1.16) (.94) (.95)
Realized gain on in-
vestments--net......... (1.97) (1.94) (2.30) (1.56) (.95)
---------- ---------- ---------- ---------- ----------
Total dividends and dis-
tributions............. (3.08) (3.19) (3.46) (2.50) (1.90)
---------- ---------- ---------- ---------- ----------
Net asset value, end of
year................... $ 37.56 $ 31.39 $ 30.90 $ 27.74 $ 27.46
========== ========== ========== ========== ==========
TOTAL INVESTMENT RETURN
(2):
Based on net asset value
per share.............. 30.71% 12.62% 24.50% 10.95% 5.39%
========== ========== ========== ========== ==========
RATIOS TO AVERAGE NET
ASSETS:
Expenses................ .55% .55% .56% .57% .53%
========== ========== ========== ========== ==========
Investment income--net.. 3.21% 3.99% 4.09% 3.81% 3.52%
========== ========== ========== ========== ==========
SUPPLEMENTAL DATA:
Net assets, end of year
(in thousands)......... $4,155,677 $3,291,219 $3,225,758 $2,507,767 $2,237,492
========== ========== ========== ========== ==========
Portfolio turnover...... 38% 47% 84% 89% 86%
========== ========== ========== ========== ==========
Average commission rate
paid (3)............... .0478 $ .0432 $ .0382 -- --
========== ========== ========== ========== ==========
</TABLE>
- --------
(1) Based on average shares outstanding.
(2) Total investment returns exclude the effect of sales loads.
(3) For fiscal years beginning on or after September 1, 1995, the Capital Fund
is required to disclose its average commission rate per share for
purchases and sales of equity securities. The "Average commission rate
paid" includes commissions paid in foreign currencies, which have been
converted into U.S. dollars using the prevailing exchange rate on the date
of the transaction. Such conversions may significantly affect the rate
shown.
The Capital Fund offers four classes of shares, including the Class A
Shares. The shares of each class may be purchased at a price equal to the next
determined net asset value per share, plus, in the case of Class A shares (the
Class invested in by this Fund), a sales charge imposed at the time of
purchase (the "Class A shares"). Each Class A share and each share of the
Capital Fund's other classes of shares represents an identical interest in the
investment portfolio of the Capital Fund and has the same rights, except that
Class B, Class C and Class D shares bear the expenses of the ongoing account
maintenance fees and Class B and Class C shares bear the expenses of the
ongoing distribution fees and the additional incremental transfer agency costs
resulting from a deferred sales charge arrangement. The contingent deferred
sales charges, distribution and account maintenance fees that are imposed on
Class B and Class C shares, as well as the account maintenance fees that are
imposed on the Class D shares, are imposed directly against those classes and
not against all assets of the Capital Fund and, accordingly, such charges do
not affect the net asset value of the Class A shares. ALL OF THIS FUND'S
INVESTMENT IN THE CAPITAL FUND WILL BE EXCLUSIVELY IN CLASS A SHARES. The
aforementioned sales charge generally applicable to the purchase of Class A
shares has been waived for purchases by this fund so that the purchase price
paid for each Class A share acquired by this fund is the Capital Fund's per
share net asset value at the time of the purchase. However, purchases of
$1,000,000 or more of Class A shares that are not subject to
A-12
<PAGE>
an initial sales charge may instead be subject to a contingent deferred sales
charge of 0.75% of amounts redeemed within the first year after purchase.
Participants investing in this fund will not have any voting right with
respect to the interest in the Capital Fund held by this fund. The voting
rights with respect to such interest are vested in the Plan's trustee.
The following table sets forth certain information from the Capital Fund
1998 Prospectus concerning the sales arrangements and other nonrecurring and
recurring expenses of the Capital Fund applicable to Class A shares. Such
expenses are not paid by Circus but are charged against the assets of the
Capital Fund.
<TABLE>
<CAPTION>
CHARGE
------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES:
Sales Charge Imposed on Purchases (as a percentage of offering
price).......................................................... None(1)
Sales Charge Imposed on Dividend Reinvestments................... None
Deferred Sales Charge (as a percentage of original purchase price
or redemption proceeds, whichever is lower)..................... None(2)
Exchange Fee..................................................... None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET AS-
SETS):
Investment Advisory Fees......................................... 0.40%
12b-1 Fees:
Account Maintenance Fee......................................... None
Distribution Fees............................................... None
Other Expenses:
Shareholder Servicing Costs..................................... 0.13%
Other........................................................... 0.02%
----
Total Other Expenses.......................................... 0.15%
----
TOTAL FUND OPERATING EXPENSES..................................... 0.55%
====
</TABLE>
- --------
(1) This charge (at a maximum rate of 5.25% based on a percentage of offering
price) has been waived for purchases by this fund.
(2) Class A shares are not subject to a contingent deferred sales charge,
except that certain purchases of $1,000,000 or more that are not subject
to an initial sales charge may instead be subject to a contingent deferred
sales charge of 0.75% of amounts redeemed within the first year after
purchase.
EXAMPLE:
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR
THE PERIOD OF
-------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
This fund would pay the following expenses on a
$1,000 investment in the Capital Fund based on
the aforementioned waiver of any initial sales
charge for Class A shares acquired by this
fund and assuming (1) a total operating
expense ratio of 55% for Class A shares, (2) a
5% annual return throughout the periods and
(3) redemption at the end of the period....... $5.50 $16.50 $29.50 $65.50
This fund would pay the following expenses on
the same $1,000 investment assuming no
redemption at the end of the period........... $5.50 $16.50 $29.50 $65.50
</TABLE>
THE FOREGOING FEE TABLE (WHICH IS BASED ON A FEE TABLE IN THE CAPITAL FUND
1998 PROSPECTUS, AS ADJUSTED TO ELIMINATE THE MAXIMUM $52.50 INITIAL SALES
CHARGE WAIVED WITH RESPECT TO THIS FUND'S PURCHASE OF CLASS A SHARES) IS
INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE COSTS AND EXPENSES THAT A
SHAREHOLDER IN THE CAPITAL FUND WILL BEAR DIRECTLY OR INDIRECTLY. THE EXAMPLE
SET FORTH ABOVE ASSUMES REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS AND
UTILIZES A 5% ANNUAL RATE OF RETURN AS MANDATED BY SECURITIES AND EXCHANGE
COMMISSION REGULATIONS. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES OR ANNUAL RATES OF RETURN, AND ACTUAL EXPENSES OR
ANNUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE ASSUMED FOR PURPOSES OF
THE EXAMPLE.
A-13
<PAGE>
Merrill Lynch Asset Management, L.P. (the "Investment Adviser"), which is
owned and controlled by Merrill Lynch & Co., Inc., a financial services
holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated, acts as the investment adviser for the Capital Fund and provides
the Capital Fund with management and investment advisory services. Achieving
the Capital Fund's investment objective depends on informed decisions to buy,
sell or hold particular securities. Subject to the direction of the Capital
Fund's Board of Directors, the Investment Adviser has created a comprehensive
management system that sets objectives and establishes a framework for the
selection of particular securities and the distribution of assets. The system
appraises economic and other forces affecting securities markets and
industries, and assesses short- and long-term prospects. The Investment
Adviser regularly reviews the research and analysis of other brokerage firms
with which the Capital Fund does business.
The Capital Fund pays the Investment Adviser a monthly fee based on the
average daily value of the Capital Fund's net assets at the annual rates of:
0.50% of that portion of average daily net assets not exceeding $250 million;
0.45% of that portion of average daily net assets exceeding $250 million but
not exceeding $300 million; 0.425% of that portion of average daily net assets
exceeding $300 million but not exceeding $400 million; and 0.40% of that
portion of average daily net assets exceeding $400 million. For the fiscal
year ended March 31, 1998, the Investment Adviser earned a fee of $41,894,654
(based upon average net assets of approximately $10.4 billion) and the
effective fee rate was 0.40%.
The Investment Adviser is responsible for placing the Capital Fund's
brokerage business and for negotiating prices, commissions and the charges for
other services. The Investment Adviser is not restricted in its choice of
brokers or dealers. According to the Capital Fund 1998 Prospectus, the
Investment Adviser seeks the most favorable rates and services from any number
of brokers and dealers, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
The Capital Fund pays certain expenses incurred in the operation of the
Capital Fund including, among others, taxes, expenses for legal and auditing
services, costs of printing proxies and stock certificates, charges of the
custodian and transfer agent, expenses of redemption, brokerage costs,
Securities and Exchange Commission fees, all expenses of shareholders' and
Directors' meetings and certain of the expenses of printing prospectuses,
statements of additional information and reports to shareholders. For the
fiscal year ended March 31, 1998, the ratio of total expenses to average net
assets for the Class A shares was 0.55%.
Merrill Lynch Financial Data Services, Inc. ("FDS"), which is a subsidiary
of Merrill Lynch & Co., Inc., acts as the Capital Fund's transfer agent
pursuant to a Transfer Agency, Dividend Disbursing Agency and Shareholder
Servicing Agency Agreement (the "Transfer Agency Agreement"). Pursuant to the
Transfer Agency Agreement, FDS is responsible for the issuance, transfer and
redemption of shares and the opening and maintenance of shareholder accounts.
Pursuant to the Transfer Agency Agreement, the Capital Fund pays FDS a fee of
up to $11.00 per Class A or Class D account and up to $14.00 per Class B or
Class C account and FDS is entitled to reimbursement from the Capital Fund for
certain transaction charges and out-of-pocket expenses incurred by it under
the Transfer Agency Agreement. Additionally, the Capital Fund pays a closed
account fee to FDS. For the fiscal year ended March 31, 1998, the Capital Fund
paid FDS $14,747,964.
VI. SMALL CAPITALIZATION INDEX FUND
This fund (referred to in the Plan as "Fund F") is invested by the Plan's
trustee in the Investor Shares of the Small Capitalization Stock Portfolio
(the "Small Cap Fund"), one of the diversified mutual fund portfolios of
Vanguard Index Trust ("Vanguard Index Trust"), an open-end investment company.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE SMALL CAP FUND IS
A SUMMARY OF CERTAIN OF THE INFORMATION CONTAINED IN THE CURRENT PROSPECTUS OF
VANGUARD INDEX TRUST, DATED APRIL 20, 1998, AS SUPPLEMENTED BY A PROSPECTUS
SUPPLEMENT DATED JUNE 23, 1998, RELATING TO THE INVESTOR SHARES OF THE SMALL
CAP FUND AND EIGHT UNRELATED INDEX FUNDS (THE "SMALL CAP FUND 1998
PROSPECTUS"). SUCH SUMMARY IS
A-14
<PAGE>
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE SMALL CAP FUND 1998 PROSPECTUS.
ANY PARTICIPANT WHO IS CONTEMPLATING AN INVESTMENT IN THIS FUND IS ADVISED TO
OBTAIN A COPY OF SUCH PROSPECTUS, READ IT AND RETAIN THE COPY FOR FUTURE
REFERENCE. A COPY OF THE MOST RECENT PROSPECTUS OF THE VANGUARD INDEX TRUST
FOR THE INVESTOR SHARES OF THE SMALL CAP FUND WHICH HAS BEEN PROVIDED TO
CIRCUS WILL BE PROVIDED TO A PARTICIPANT BY CIRCUS UPON REQUEST, AND A COPY OF
SUCH PROSPECTUS WILL BE PROVIDED TO A PARTICIPANT AS SOON AS PRACTICABLE
FOLLOWING SUCH PARTICIPANT'S INITIAL INVESTMENT IN THIS FUND UNLESS, PRIOR TO
SUCH INITIAL INVESTMENT, A COPY HAD BEEN PROVIDED TO THE PARTICIPANT.
The Small Cap Fund seeks to match the performance of the Russell 2000 Index
(the "Russell 2000 Index"), which is made up of stocks of small, generally
unseasoned U.S. companies. However, there can be no assurance that the Small
Cap Fund will achieve its investment objective. An index fund such as the
Small Cap Fund has operating expenses while a market index such as the Russell
2000 Index does not. Therefore, the Small Cap Fund--while expected to track
the Russell 2000 Index as closely as possible--will not be able to match the
performance of such index exactly.
The Small Cap Fund employs a "passively" managed investment--or index--
approach to create a mix of securities that will match the performance of the
Russell 2000 Index. Using a sophisticated computer program, the Small Cap Fund
selects stocks that will recreate the Russell 2000 Index in terms of industry,
size, and other characteristics (such as projected earnings, financial
strength and debt). As of December 31, 1997, the Small Cap Fund held
approximately 1,700 of approximately 1,900 stocks in the Russell 2000 Index
and, as of such date, the top ten holdings for the Small Cap Fund represented
approximately 2% of its total net assets.
Historically, the small-cap stocks of the Russell 2000 Index (the target
index for the Small Cap Fund) have been more volatile than--and at times have
performed quite differently from--the large-cap stocks of the S&P 500 Index.
This is due to several factors, including less-certain growth and dividend
prospects for smaller companies.
Although the Small Cap Fund seeks to invest for the long term, it retains
the right to sell securities regardless of how long they have been held.
Generally, a passively managed fund such as the Small Cap Fund sells
securities only to respond to redemption requests or to adjust the number of
shares held to reflect a change in the portfolio's target index. The turnover
rate for the Small Cap Fund averages 29% over the past five years. (A turnover
rate of 100% would occur, for example, if a portfolio sold and replaced
securities valued at 100% of its total net assets within a one-year period.)
The Small Cap Fund has adopted limits on some of its investment policies.
Specifically, the Small Cap Fund will not: (i) invest more than 25% of its
assets in any one industry; (ii) borrow money, except for temporary or
emergency purposes in an amount exceeding 15% of its assets, and (iii) with
respect to 75% of its assets, will not (A) invest more than 5% in the
outstanding securities of any one company; or (B) buy more than 10% of the
outstanding voting securities of any company. Whenever the Small Cap Fund's
outstanding borrowing is more than 5% of its assets, it will stop making
investments. These limitations are fundamental and may be changed only by
approval of a majority of the Small Cap Fund's shareholders.
THE SMALL CAP FUND IS NOT SPONSORED, SOLD, PROMOTED, OR ENDORSED BY THE
FRANK RUSSELL COMPANY.
A-15
<PAGE>
The following table sets forth selected per share data and ratios for the
Investor Shares of the Small Cap Fund. Results prior to January 31, 1994 are
for the former Vanguard Small Capitalization Stock Fund. This information,
which has been taken from the Small Cap Fund 1998 Prospectus, should be read
in conjunction with the financial statements and notes thereto incorporated by
reference in the Small Cap Fund 1998 Prospectus. Past performance is no
indication of future performance.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
-----------------------
OCT. 1,
FEB. 1 TO 1993 TO
DEC. 31, JAN. 31,
1997 1996 1995 1994 1994
------- ------ ------ --------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period......................... $ 20.23 $18.61 $14.99 $16.24 $16.23
------- ------ ------ ------ ------
Investment Operations
Net Investment Income......... .277 .26 .24 .20 .05
Net Realized and Unrealized
Gain (Loss) on Investments... 4.632 3.07 4.06 (.86) .96
------- ------ ------ ------ ------
Total from Investment
Operations................. 4.909 3.33 4.30 (.66) 1.01
------- ------ ------ ------ ------
Distributions
Dividends from Net Investment
Income....................... (.274) (.27) (.23) (.22) (.18)
Distributions from Realized
Capital Gains................ (1.115) (1.44) (.45) (.37) (.82)
------- ------ ------ ------ ------
Total Distributions......... (1.389) (1.71) (.68) (.59) (1.00)
------- ------ ------ ------ ------
Net Asset Value, End of Period.. $ 23.75 $20.23 $18.61 $14.99 $16.24
======= ====== ====== ====== ======
Total Return*................... 24.59% 18.12% 28.74% (4.00)% 6.65%
======= ====== ====== ====== ======
Ratios/Supplemental Data
Net Assets, End of Period (Mil-
lions)......................... $ 2,652 $1,713 $ 971 $ 605 $ 533
Ratio of Expenses to Average Net
Assets......................... 0.23% 0.25% 0.25% 0.17%** 0.18%**
Ratio of Net Investment Income
to Average Net Assets.......... 1.38% 1.51% 1.58% 1.50%** 1.16%**
Small Cap Fund Turnover Rate.... 29% 28% 28% 25% 5%
Average Commission Rate Paid.... $ .0226 $.0245 N/A N/A N/A
</TABLE>
- --------
* Total return figures do not reflect transaction fees (0.5% in 1997 and
1.0% in 1994 through 1996) or the annual account maintenance fee discussed
below.
** Annualized.
Vanguard Index Trust, an open-end investment company, is a member of The
Vanguard Group ("Vanguard Group"), a family of more than 30 investment
companies with more than 95 distinct investment portfolios and total net
assets of more than $360 billion. All of the Vanguard Group's funds, including
the Small Cap Fund, share in the expenses associated with business operations,
such as personnel, office space, equipment and advertising.
Vanguard Group also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 marketing fees, each fund,
including the Small Cap Fund, pays its allocated share of the Vanguard Group's
costs.
Vanguard Core Management Group ("Vanguard Management") provides advisory
services on an at-cost basis to the Vanguard Group's funds. For the year ended
December 31, 1997, the advisory and administrative fees represented an
effective annual rate of 0.02% of the average net assets of Vanguard Index
Trust.
The Vanguard Group is authorized to choose brokers or dealers to handle the
purchase and sale of the Small Cap Fund's securities, and is directed to get
the best available price and most favorable execution from these brokers with
respect to all transactions. However, Vanguard Management will not pay higher
commissions specifically for the purpose of obtaining research services. The
Small Cap Fund may direct Vanguard Management to use a particular broker for
certain transactions in exchange for commission rebates or research services
provided to it.
A-16
<PAGE>
The following table sets forth information from the Small Cap Fund 1998
Prospectus. The expenses are for the fiscal year ended December 31, 1997.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES AND FEES
Sales Load Imposed on Purchases..................... None
Transaction Fee on Purchases........................ 0.50%(1)
Sales Load Imposed on Reinvested Dividends.......... None
Redemption Fees..................................... None
Exchange Fees....................................... None
ANNUAL FUND OPERATING EXPENSES
Management and Administrative Expenses.............. 0.20%
Investment Advisory Expenses........................ None
12b-1 Marketing Fees................................ None
Other Expenses
Marketing and Distribution Expenses............ 0.02%
Miscellaneous Expenses......................... 0.01%
Total Other Expenses................................ 0.03%
----
Total Operating Expenses............................ 0.23%
====
</TABLE>
- --------
(1) The transaction fee is deducted from all purchases (including exchanges
from other Vanguard funds) but not from reinvested dividends and capital
gains.
EXAMPLE:
The following example illustrates the hypothetical expenses that an investor
in the Small Cap Fund would incur on a $1,000 investment over various periods,
assuming (1) a return of 5% a year and (2) redemption at the end of each
period. The example does not include the $10 annual fee payable on accounts of
less than $10,000.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C>
$7 $12 $18 $34
</TABLE>
THIS EXAMPLE, WHICH IS TAKEN FROM THE SMALL CAP FUND 1998 PROSPECTUS, SHOULD
NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR PERFORMANCE FROM THE PAST OR
FUTURE, WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
Participants investing in this fund will not have any voting right with
respect to the interest in the Small Cap Fund held by this fund. The voting
rights with respect to such interest are vested in the Plan's trustee.
VII. INTERNATIONAL GROWTH FUND
This fund (referred to in the Plan as "Fund G") is invested by the Plan's
trustee in International Shares of the Scudder International Fund (the
"Scudder Fund"), a series of Scudder International Fund, Inc., an open-end
management investment company ("SIFI"). Shares of the Scudder Fund outstanding
as of April 3, 1998 were redesignated as International Shares of the Scudder
Fund in connection with the creation of a second class of shares of the
Scudder Fund. All of the shares of the Scudder Fund acquired by this fund are
International Shares.
THE INFORMATION INCLUDED IN THIS PROSPECTUS CONCERNING THE SCUDDER FUND IS A
SUMMARY OF CERTAIN OF THE INFORMATION CONTAINED IN THE SCUDDER FUND'S
PROSPECTUS DATED AUGUST 1, 1998, AS SUPPLEMENTED BY A PROSPECTUS SUPPLEMENT
DATED SEPTEMBER 1, 1998 (THE "SCUDDER FUND 1998 PROSPECTUS"). SUCH SUMMARY IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE SCUDDER FUND 1998 PROSPECTUS.
ANY PARTICIPANT WHO IS CONTEMPLATING AN INVESTMENT IN THIS FUND IS ADVISED TO
OBTAIN A COPY OF SUCH PROSPECTUS, READ IT AND RETAIN THE COPY FOR FUTURE
REFERENCE. A COPY OF THE MOST RECENT PROSPECTUS OF THE SCUDDER FUND WHICH HAS
BEEN PROVIDED TO CIRCUS WILL BE PROVIDED TO A PARTICIPANT BY CIRCUS UPON
REQUEST, AND A COPY OF SUCH PROSPECTUS WILL BE PROVIDED TO A PARTICIPANT AS
SOON AS PRACTICABLE FOLLOWING SUCH PARTICIPANT'S INITIAL INVESTMENT IN THIS
FUND UNLESS, PRIOR TO SUCH INITIAL INVESTMENT A COPY HAD BEEN PROVIDED TO THE
PARTICIPANT.
A-17
<PAGE>
The Scudder Fund seeks long-term growth of capital primarily from foreign
equity securities. These securities are selected primarily to permit the
Scudder Fund to participate in non-United States companies and economies with
prospects for growth. The Scudder Fund invests in companies, wherever
organized, which do business primarily outside the United States. The Scudder
Fund intends to diversify investments among several countries and to have
represented in its portfolio, in substantial proportions, business activities
in not less than three different countries other than the U.S. The Scudder
Fund does not intend to concentrate investments in any particular industry.
According to the Scudder Fund 1998 Prospectus, investments in foreign
securities involve special considerations due to limited information, higher
brokerage costs, different accounting standards, thinner trading markets as
compared to domestic markets and the likely impact of foreign taxes on the
income from securities. They may also entail other risks, such as the
possibility of one or more of the following: imposition of dividend or
interest withholding or confiscatory taxes; currency blockages or transfer
restrictions; expropriation, nationalization or other adverse political or
economic developments; less government supervision and regulation of
securities exchanges, brokers and listed companies; and the difficulty of
enforcing obligations in other countries. Purchases of foreign securities are
usually made in foreign currencies and, as a result, the Scudder Fund may
incur currency conversion costs, experience conversion difficulties and
uncertainties, and may be affected favorably or unfavorably by changes in the
value of foreign currencies against the U.S. dollar. Further, it may be more
difficult for the Scudder Fund's agents to keep currently informed about
corporate actions which may affect the prices of portfolio securities.
Communications between the U.S. and foreign countries may be less reliable
than within the U.S., increasing the risk of delayed settlements of portfolio
transactions or loss of certificates for portfolio securities. The Scudder
Fund's ability and decisions to purchase and sell portfolio securities may be
affected by laws or regulations relating to the convertibility and
repatriation of assets.
The following table sets forth certain information taken from the Scudder
Fund 1998 Prospectus concerning the Scudder Fund's shareholder transaction
expenses and its annual operating expenses expressed as a percentage of its
average daily net assets for the fiscal year ended March 31, 1998.
<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES: Expenses charged directly to
individual accounts in the Scudder Fund for various transactions.
Sales commissions to purchase shares (sales load)................ NONE
Commissions to reinvest dividends................................ NONE
Redemption fees.................................................. NONE*
Fees to exchange shares.......................................... NONE
ANNUAL FUND OPERATING EXPENSES: Expenses paid by the Scudder Fund
before it distributes its net investment income, expressed as a
percentage of its average daily net assets for the fiscal year
ended March 31, 1998.
Investment management fee........................................ 0.81%
12b-1 fees....................................................... NONE
Other expenses................................................... 0.37%
-----
Total Scudder Fund operating expenses............................ 1.18%
=====
</TABLE>
- --------
* A $5 wire service fee is charged when redemption proceeds are paid by wire
at the redeeming shareholder's request.
A-18
<PAGE>
EXAMPLE
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Based on the level of total Scudder Fund
operating expenses listed above, the total
expenses relating to a $1,000 investment,
assuming a 5% annual return and redemption
at the end of each period, are as follows.
Investors do not pay these expenses
directly; they are paid by the Scudder
Fund before it distributes its net
investment income to shareholders......... $12 $37 $65 $143
</TABLE>
ACCORDING TO THE SCUDDER FUND 1998 PROSPECTUS, THE FOREGOING EXAMPLE ASSUMES
REINVESTMENT OF ALL DIVIDENDS AND DISTRIBUTIONS AND THAT THE PERCENTAGE
AMOUNTS LISTED UNDER "ANNUAL FUND OPERATING EXPENSES" REMAIN THE SAME EACH
YEAR. THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RETURN. ACTUAL SCUDDER FUND EXPENSES AND RETURN VARY FROM YEAR TO
YEAR AND MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
The following table includes selected data for a share of the International
Shares of the Scudder Fund outstanding throughout each period (based on
monthly average shares outstanding during the period) and other performance
information derived from the audited financial statements of the Scudder Fund.
If you would like more detailed information concerning the Scudder Fund's
performance, a complete portfolio listing and audited financial statements are
available in the Scudder Fund's Annual Report dated March 31, 1998. Past
performance is no indication of future performance.
<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
--------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period... $48.07 $45.71 $39.72 $42.96 $35.69
------ ------ ------ ------ ------
Income from investment operations:
Net investment income................ .43 .30 .38 .21 .31
Net realized and unrealized gain
(loss) on investment transactions... 9.16 4.53 7.19 (1.03) 7.74
------ ------ ------ ------ ------
Total from investment operations....... 9.59 4.83 7.57 (.82) 8.05
------ ------ ------ ------ ------
Less distributions:
From net investment income........... (.25) (1.28) (.40) -- (.63)
In excess of net investment income... -- -- -- -- (.06)
From net realized gains on investment
transactions........................ (5.35) (1.19) (1.18) (2.42) (.09)
------ ------ ------ ------ ------
Total distributions.................... (5.60) (2.47) (1.58) (2.42) (.78)
------ ------ ------ ------ ------
Net asset value, end of period......... $52.06 $48.07 $45.71 $39.72 $42.96
====== ====== ====== ====== ======
TOTAL RETURN (%)....................... 21.57 10.74 19.25 (2.02) 22.69
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period ($
millions)............................. 2,885 2,583 2,515 2,192 2,198
Ratio of operating expenses to average
net assets (%)........................ 1.18 1.15 1.14 1.19 1.21
Ratio of net investment income to
average net assets (%)................ .83 .64 .86 .48 .75
Portfolio turnover rate (%)............ 55.7 35.8 45.2 46.3 39.9
Average commission rate paid*.......... $ .004 $.0002 -- -- --
</TABLE>
- --------
* Average commission rate paid per share of common and preferred stocks is
calculated for fiscal years ending on or after March 31, 1997.
A-19
<PAGE>
The Scudder Fund retains the investment management firm of Scudder Kemper
Investments, Inc., a Delaware corporation formerly known as Scudder, Stevens &
Clark, Inc. (the "Scudder Fund Adviser"), to manage the Scudder Fund's daily
investment and business affairs subject to the policies established by the
SIFI's Board of Directors. Such Board has overall responsibility for the
management of the Scudder Fund under Maryland law. For the fiscal year ended
March 31, 1998, the Scudder Fund Adviser received an investment management fee
of 0.81% of the Scudder Fund's average daily net assets on an annual basis.
The Scudder Fund's fee is graduated so that increases in the Scudder Fund's
net assets may result in a lower annual fee rate and decreases in the Scudder
Fund's net assets may result in a higher annual fee rate. The fee is payable
monthly, provided that the Scudder Fund will make such interim payments as may
be requested by the Scudder Fund Adviser not to exceed 75% of the amount of
the fee then accrued on the books of the Scudder Fund and unpaid. According to
the Scudder Fund 1998 Prospectus, the fee is higher than that charged by many
funds which invest primarily in U.S. securities but not necessarily higher
than the fees charged to funds with investment objectives similar to that of
the Scudder Fund. All the Scudder Fund's expenses are paid out of its gross
investment income. Shareholders pay no direct charges or fees for investment
services.
Participants investing in this fund will not have any voting rights with
respect to the interest in the Scudder Fund held by this fund. The voting
rights with respect to such interest are vested in the Plan's trustee.
----------------
AVAILABILITY OF ADDITIONAL INFORMATION CONCERNING INVESTMENT OPTIONS
A participant in the Plan or such a participant's beneficiary will be
provided, upon request, the following information, which will be based on the
latest information available to the Plan:
(i) A description of the annual operating expenses of each designated
investment alternative (e.g., investment management fees, administrative
fees, transaction costs) which reduce the rate of return to participants
and beneficiaries, and the aggregate amount of such expenses expressed as a
percentage of average net assets of the designated investment alternative;
(ii) Copies of any prospectuses, financial statements and reports, and of
any other materials relating to the investment alternatives available under
the Plan, to the extent such information is provided to the Plan;
(iii) A list of the assets comprising the portfolio of each designated
investment alternative which constitute Plan assets within the meaning of
29 CFR 2510.3-101, the value of each such asset (or the proportion of the
investment alternative which it comprises), and, with respect to each such
asset which is a fixed rate investment contract issued by a bank, savings
and loan association or insurance company, the name of the issuer of the
contract, the term of the contract and the rate of return on the contract;
(iv) Information concerning the value of shares or units in designated
investment alternatives available to participants and beneficiaries under
the Plan, as well as the past and current investment performance of such
alternatives, determined, net of expenses, on a reasonable and consistent
basis; and
(v) Information concerning the value of shares or units in designated
investment alternatives held in the account of the participant or
beneficiary.
The information described above may be obtained by a participant or a
beneficiary upon his or her request, which should be directed to Kathryn
Turner, Corporate Director--Human Resources, Circus Circus Enterprises, Inc.,
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (702-734-0410).
A-20
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[LOGO OF CIRCUS CIRCUS]
Circus Circus
Enterprises, Inc.
----------------
CIRCUS CIRCUS EMPLOYEES'
PROFIT SHARING AND INVESTMENT PLAN
----------------
PROSPECTUS
----------------
DECEMBER 4, 1998
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Reference is made to the information appearing under the heading
"Incorporation of Certain Documents by Reference" in the Prospectus
constituting a part of this Registration Statement, which information is
incorporated herein by this reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes (the "Nevada Law") permits a
corporation to indemnify any of its directors, officers, employees and agents
against costs and expenses arising from claims, suits and proceedings if such
persons acted in good faith and in a manner 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 no reasonable cause to believe his conduct
was unlawful. Notwithstanding the foregoing, in an action by or in the right
of the corporation, no indemnification may be made in respect of any claim,
issue or matter, as to which such person is adjudged to be liable to the
corporation unless a court of competent jurisdiction determines that in view
of all the circumstances of the case, indemnification would be appropriate.
The indemnification provisions of the Nevada Law expressly do not exclude any
other rights a person may have to indemnification under any bylaw, among other
things.
In accordance with Nevada Revised Statutes 78.037, Article XI of the
Company's Restated Articles of Incorporation provides that no director or
officer of the Company shall be personally liable to the Company or its
stockholders for damages for breach of fiduciary duty as a director or
officer, except for (a) acts or omissions which include intentional
misconduct, fraud or a knowing violation of law, or (b) the payment of
dividends in violation of Nevada Revised Statutes 78.300.
Article X, Section 10.2 of the Company's Restated Bylaws provides for
mandatory indemnification of directors and officers to the fullest extent now
or hereafter permitted by law.
The Company maintains a liability insurance policy under which officers and
directors are generally indemnified against losses and liability (including
costs, expenses, settlements, and judgments) incurred by them in such
capacities, individually or otherwise, other than specified excluded losses.
The insurance policy will pay on behalf of the Company all covered losses for
which the Company grants indemnification of each officer or director as
permitted by law which the officer or director becomes legally obligated to
pay on account of an indemnifiable claim. The policy would generally cover, in
addition to other liabilities, liabilities arising under the federal
securities laws; however, the subject of loss may not include any claim or
claims under federal or state law arising out of or relating to (i) the filing
of a registration statement with the Securities and Exchange Commission or the
offer or sale by means of a prospectus of any security with respect to which a
registration statement has been filed, including, but not limited to, any
claim asserting that such registration statement or prospectus contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) any underwriting agreement for the offer or sale of any
security, or (iii) any accounting of profits from the purchase or sale of
securities of the Company under Section 16(b) of the Securities Exchange Act
of 1934 or a similar state law.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
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 (Incorporated by reference to Exhibit
3(ii) to the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997).
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.
4(b) Amendment to Rights Agreement, effective as of April 16, 1996, between
the Company and First Chicago Trust Company of New York (Incorporated
by reference to Exhibit 4(a) to the Company's Quarterly Report on Form
10-Q for the period ended July 31, 1996).
4(c) Group Annuity Contract No. GA70867, effective as of November 1, 1985,
between Bankers Life Company and Circus Circus Enterprises, Inc., and
related letters dated November 15, 1985 and December 4, 1985--
Incorporated by reference to Exhibit 4(c) to the Company's
Registration Statement on Form S-8 (No. 33-1459).
4(d) Tenth Amendment and Restatement of the Circus Circus Employees' Profit
Sharing, Investment and Employee Stock Ownership Plan.*
4(e) Fifth Amendment and Restatement of the Circus Circus Employees' Profit
Sharing, Investment and Employee Stock Ownership Trust.*
4(f) Sixth Amendment to the Circus Circus Employees Profit Sharing and
Investment Trust.
5(a) Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey, Chartered, Las
Vegas, Nevada.*
5(b) Internal Revenue Service determination letter, dated April 28, 1987--
Incorporated by reference to Exhibit 5(b) to the Company's
Registration Statement on Form S-8 (No. 33-1459).
5(c) Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
Tampa, Florida.*
5(d) Internal Revenue Service determination letter, dated May 23, 1995.*
5(e) Internal Revenue Service determination letter, dated July 22, 1997.*
23(a) Consent of Schreck, Jones, Bernhard, Woloson & Godfrey, Chartered.
Reference is made to Exhibit 5(a) hereto.
23(b) Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis.
Reference is made to Exhibit 5(c) hereto.
23(c) Consent of Arthur Andersen LLP
24 Power of Attorney. Included on Page II-4 hereof.
</TABLE>
- --------
* Previously filed as an exhibit to this Registration Statement.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF LAS VEGAS, STATE OF NEVADA, ON THE 3RD DAY OF DECEMBER, 1998.
Circus Circus Enterprises, Inc.
/s/ Michael S. Ensign
By_________________________________
MICHAEL S. ENSIGN, CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS MICHAEL S. ENSIGN AND GLENN W. SCHAEFFER, AND
EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT, WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD,
IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME
WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH
THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT
AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL
INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR
OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Michael S. Ensign Chairman of the December 3, 1998
- ------------------------------------- Board and Chief
MICHAEL S. ENSIGN Executive Officer
(Principal
Executive Officer)
/s/ William A. Richardson Vice Chairman of the December 3, 1998
- ------------------------------------- Board
WILLIAM A. RICHARDSON
/s/ Glenn W. Schaeffer President, Chief December 3, 1998
- ------------------------------------- Financial Officer,
GLENN W. SCHAEFFER Treasurer and
Director (Principal
Financial Officer)
II-4
<PAGE>
SIGNATURE TITLE DATE
/s/ Les Martin Vice President and December 3, 1998
- ------------------------------------- Chief Accounting
LES MARTIN Officer (Principal
Accounting Officer)
/s/ William E. Bannen Director December 3, 1998
- -------------------------------------
WILLIAM E. BANNEN
Director December , 1998
- -------------------------------------
ARTHUR H. BILGER
/s/ Michael D. McKee Director December 3, 1998
- -------------------------------------
MICHAEL D. MCKEE
/s/ Donna B. More Director December 3, 1998
- -------------------------------------
DONNA B. MORE
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada, on the 3rd day of December, 1998.
Circus Circus Employees' Profit
Sharing And Investment Plan
By Circus Circus Enterprises, Inc.
Plan Administrator
/s/ Michael S. Ensign
By __________________________________
Michael S. Ensign, Chairman of the
Board and Chief Executive Officer
II-5
<PAGE>
EXHIBIT 4(f)
SIXTH AMENDMENT
TO THE
CIRCUS CIRCUS EMPLOYEES'
PROFIT SHARING AND INVESTMENT TRUST
This Sixth Amendment to the Circus Circus Employees' Profit Sharing and
Investment Trust is made and entered into this 28th day of February, 1997, but
is effective for all purposes (except as otherwise provided herein) as of
January 1, 1997, by Circus Circus Enterprises, Inc. (the "Company").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has previously adopted the Circus Circus Employees'
Profit Sharing and Investment Trust, which has previously been amended (as
amended, the "Trust"); and
WHEREAS, pursuant to the terms of the Trust, the Company is authorized and
empowered to further amend the Trust; and
WHEREAS, the Company desires to amend the Trust at the request of the
Trustee, to clarify certain provisions and to make other desired changes.
NOW, THEREFORE, the Trust is hereby amended as follows:
I.
Paragraph (b) of Article IV is hereby amended by adding a new subparagraph
(5) at the end thereof, as follows:
(5) make benefit payments from the Trust, and the Trustees
shall have no liability for any payment promptly made in accordance
with the Plan Administrator's direction. Such direction shall specify
the investments to be liquidated, the payee, the payee's address, the
amount of the payment, and the tax withholding,if any, to be applied
to the payment. The Trustee shall have no duty to determine the
identity or mailing address of any person entitled to benefits from
the Plan.
II.
Article IV is hereby amended by adding a new paragraph (i) at the end
thereof, as follows:
<PAGE>
(i) Indemnity Agreement. The Company shall indemnify, defend,
-------------------
and hold harmless the Trustee, its employees, officers, directors,
and affiliates ("Indemnified Parties") from and against all claims,
losses and expenses, including reasonable attorneys' fees, incurred
as a result of acting in accordance with directions given to the
Trustee by the Plan Administrator pursuant to Article IV(b) of the
Trust; provided, however, that the foregoing indemnity shall not
apply to the negligence, breach of fiduciary duty, or willful
misconduct of an Indemnified Party. This indemnity shall survive
the resignation or removal of the Trustee.
III.
Paragraph (c) of Article IV is hereby amended by adding a comma and the
following language immediately following the word "authorized" in the first line
of that paragraph (i):
at the written direction of the Plan Administrator and upon
indemnification satisfactory to the Trustee,
IV.
Paragraph (g) of Article IV is hereby amended by adding new subparagraphs
(3) and (4) at the end thereof, as follows:
(3) The Plan Administrator shall promptly review the Trustee's
accountings and shall, within 120 days after receipt of an accounting,
file any exceptions to the accounting with the Trustee. If the Trustee
receives no written exceptions within such 120 day period, the
accounting shall be deemed settled.
(4) The Trustee shall determine the fair market value of the
Trust on a periodic basis, as agreed between the Plan Administrator
and the Trustee. The Trustee shall perform such valuation in a
reasonable and consistent manner in accordance with applicable law.
The Trustee may utilize and shall be entitled to rely upon quotation
and pricing services and publications it considers reliable. If the
Plan Administrator or Investment Manager directs investment into an
asset for which no public pricing information is available, the
Trustee may obtain its fair market value from the Plan Administrator
or the Investment Manager, or from an
2
<PAGE>
appraiser engaged by the Plan Administrator, and it shall be
entitled to rely conclusively upon the value provided. If the
Plan Administrator or Investment Manager is unable or unwilling
to provide such valuation, the Trustee may employ an appraiser
or other expert to provide such valuation. If insurance policies,
annuities, or participant loans become assets of the Trust, the
Plan Administrator shall be responsible for their valuation.
IN WITNESS WHEREOF, this Sixth Amendment has been executed on the day and
year first above written.
ATTEST: CIRCUS CIRCUS ENTERPRISES, INC.
(CORPORATE SEAL)
/s/ YVETTE E. LANDAU By: /s/ MICHAEL S. ENSIGN
- ------------------------------ --------------------------
Secretary Chief Operating Officer
"COMPANY"
ATTEST:
(CORPORATE SEAL) BANK OF AMERICA
By: /s/ ELVIRA DUENAS
- ------------------------------ -------------------------
Secretary Its: Assistant Vice President
-------------------------
"TRUSTEE"
3
<PAGE>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement (File No. 33-18278) of our
report dated February 27, 1998 incorporated by reference in Circus Circus
Enterprises, Inc.'s Annual Report on Form 10-K for the year ended January 31,
1998; our report dated June 15, 1998 included in the Circus Circus Employees'
Profit Sharing and Investment Plan's Amendment No. 1 on Form 11-K/A to its
Annual Report on Form 11-K for the year ended December 31, 1997; and to all
references to our Firm included in this registration statement.
Arthur Andersen LLP
Las Vegas, Nevada
December 3, 1998
