SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 11-K/A
Amendment No. 1 to
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ________ to ________
Commission file number 0-8570
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
CIRCUS CIRCUS ENTERPRISES, INC.
2880 Las Vegas Boulevard South
Las Vegas, Nevada 89109-1120
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits
as of December 31, 1997 and 1996 5
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1997 6
Notes to Financial Statements 7-13
Schedules:
II. Combining Statements of Net Assets Available
for Benefits as of December 31, 1997 and 1996 14-15
III. Combining Statement of Changes in Net Assets
Available for Benefits for the Year
Ended December 31, 1997 16
Schedule of Assets Held for Investment at
December 31, 1997 (Form 5500 Schedule 27(a)) 17
Reportable Transactions for the Year
Ended December 31, 1997 (Form 5500 Schedule 27(d)) 18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Circus Circus Enterprises, Inc.:
We have audited the accompanying statements of net assets available
for benefits (including Schedule II) of Circus Circus Employees'
Profit Sharing and Investment Plan (the "Plan") as of December 31,
1997 and 1996, and the related statement of changes in net assets
available for benefits (including Schedule III) for the year ended
December 31, 1997. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
<PAGE>
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 1997 and 1996, and the changes
in net assets available for benefits for the year ended December 31,
1997, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment at December 31, 1997 and
reportable transactions for the year ended December 31, 1997 are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 15, 1998
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
CASH $3,500,164 $3,715,391
CONTRIBUTIONS RECEIVABLE:
Employee 212,575 433,759
Employer 749,918 889,222
INVESTMENT INCOME RECEIVABLE 582,961 390,153
INVESTMENTS, at contract or market value:
Circus Circus Common Stock Fund
(cost of $14,094,667 and $14,587,182) 12,374,271 21,908,288
Fixed Income Fund
(cost of $19,649,988 and $15,260,030) 19,649,988 15,260,030
General Common Stock Fund
(cost of $4,485,140 and $2,847,420) 7,064,988 4,201,928
U.S. Government Securities Fund
(cost of $1,054,608 and $707,831) 1,071,375 709,947
Capital Fund
(cost of $3,446,440 and $2,163,725) 3,849,320 2,280,472
Small Capitalization Index Fund
(cost of $1,468,075 and $583,829) 1,653,521 598,939
International Growth Fund
(cost of $997,687 and $417,260) 941,900 433,621
ESOP Fund
(cost of $12,201,278 and $13,761,886) 9,292,527 17,552,872
NET ASSETS $60,943,508 $68,374,622
The accompanying notes are an integral part of these statements.
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
CONTRIBUTIONS:
Employee $ 6,894,563
Employer automatic 3,767,200
Employer matching 482,718
Total contributions 11,144,481
INVESTMENT INCOME:
Interest 49,471
Cash dividends 1,944,023
Total investment income 1,993,494
INVESTMENT LOSSES:
Realized losses, net (1,352,822)
Unrealized depreciation (12,159,349)
Total net investment losses (13,512,171)
DECREASE BEFORE DISTRIBUTIONS (374,196)
BENEFIT DISTRIBUTIONS (7,056,918)
DECREASE IN NET ASSETS (7,431,114)
NET ASSETS, beginning of year 68,374,622
NET ASSETS, end of year $60,943,508
The accompanying notes are an integral part of this statement.
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
(1) Description of the Plan
The following description of the Circus Circus Employees' Profit
Sharing and Investment Plan (the "Plan") provides only general
information. Plan participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
General
The Plan was adopted as a 401(k) plan by the Board of Directors of
Circus Circus Enterprises, Inc. ("CCEI") in August 1985 and has been
approved by the Board of Directors of each of its wholly owned
subsidiaries which are participating employers (collectively referred
to as the "Company"). Certain other amendments have been made to the
Plan from time to time, including those necessary to comply with
Internal Revenue Service and Department of Labor guidelines.
The Plan is administered by CCEI except with respect to investments
(see Note 2). Plan amendments must be approved by CCEI's Board of
Directors.
The Plan is a voluntary defined contribution plan covering primarily
nonunion employees of at least age 21 who have completed one year of
service, including at least 1,000 hours of service as defined in the
Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
Changes in the Plan
On November 21, 1995, the Plan was amended (Tenth Amendment and
Restatement, effective January 1, 1996) for the primary purpose of
offering participants a greater diversity of investment alternatives.
Two investment options were added, Fund F-Small Capitalization Index
Fund and Fund G-International Growth Fund (See Note 2 Investment
Options).
The Plan, as amended, requires that participants make an election
(among the seven investment options) for the investment of all
employer contributions subsequent to 1995, which are made in cash and
no longer directed to the ESOP Fund. No more than 25% of these
contributions or of post-1995 employee contributions may be directed
to Fund A, the Circus Circus Stock Fund. Transfers of previously
invested balances into Fund A will be allowed only to the extent that
a participant's Fund A balance is less than 25% of his/her total
balance prior to the transfer. The Plan, as amended, also provides
that any contributions by or for a participant who fails to make
investment elections will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund.
The Plan amendment also modified an eligibility provision to permit
qualifying employees of specific subsidiaries acquired in 1995 to
enter the Plan on January 1, 1996. The amendment also changed the
name of the Plan to the Circus Circus Employees' Profit Sharing and
Investment Plan. Other minor changes were included in the amendment
for purposes of regulatory compliance, clarification and general
updating.
Contributions
Contributions to the Plan are limited under certain provisions
of the Internal Revenue Code (the "Code") as follows:
i. Section 401(k) of the Code establishes maximum percentages of
compensation which may be contributed as elective contributions
by participants of the Plan who constitute "Highly Compensated
Employees" (as defined in the Code).
ii. Section 401(m) of the Code establishes maximum percentages of
compensation which may be contributed as matching contributions
on behalf of such Highly Compensated Employees.
iii. Section 402(g) of the Code establishes a specific dollar
limitation on the amount of an individual participant's elective
contributions to the Plan.
iv. Section 415 of the Code establishes limitations on the combined
amounts of annual employer and employee contributions and
forfeitures which may be credited to an individual participant's
account.
Employee Savings Contributions
The Plan provides for each participant to contribute up to 15
percent of his/her compensation unless otherwise reduced to
comply with limitations as contained in the Internal Revenue
Code. The participants may elect to have such contributions
invested in any of seven investment options (see Note 2
"Investment Options").
Savings contributions are accepted on the condition that they
fall within certain limitations contained in the Plan document.
Savings contributions that do not comply with those limitations
are returned (with the earnings, if any, on such amount) to the
participant after the Plan year end.
Automatic Contributions
The Company contributes an amount to each eligible participant's
account annually based on years of credited service (as defined).
Automatic contributions, ranging from $250 for one year of
credited service to $800 for eight or more years of credited
service, are funded in cash.
Employer Matching Contributions
The Company matches 25% of participant savings contributions up
to specified maximum amounts per participant ranging from $62.50
for one year of credited service to $200 for eight or more years
of credited service. The contributions are funded in cash.
Employer Discretionary Contributions
The Plan also provides for discretionary contributions to be made
by the Company, if approved by CCEI's Board of Directors. No
employer discretionary contributions had been made through
December 31, 1997.
Vesting
Participants eligibly employed before July 3, 1989, and who entered
the Plan on or before December 31, 1992, are fully vested in all
employer contributions and related earnings. For participants with
initial eligible employment dates on or after July 3, 1989, and for
participants with eligible employment dates prior to July 3, 1989, but
who did not enter the Plan until after December 31, 1992, employer
contributions and earnings thereon begin vesting in annual 25%
increments after three years of service and are completely vested
after six years of service, as defined in the Plan. All employee
contributions and earnings thereon are 100% vested, regardless of
employment date.
The Plan requires a participant to reach age 65 and to complete five
years of Plan participation to qualify for normal retirement. All
accounts are fully vested at the time of normal retirement. In the
event of death or total disability (as defined) of a participant, the
participant's accounts also become fully vested.
Upon termination of employment prior to normal retirement, total
disability or death, the unvested portion of a participant's account
is forfeited. Such forfeitures of $247,943 occurring during the 1996
Plan year were allocated among the remaining participants as of the
last day of the 1997 Plan year in proportion to the respective
participant's automatic contributions for such Plan year.
Benefits
The benefit to which a participant is entitled is paid in a lump sum.
The following benefits are payable under the provisions of the Plan:
Retirement Benefit
Upon the later of reaching normal retirement age (65 years of
age), or accumulating five years of Plan participation, a
participant is entitled to a retirement benefit in an amount
equal to 100% of the participant's account balance.
Death Benefit
In the event of the death of a participant, his designated
beneficiary is entitled to a death benefit in an amount equal to
100% of the participant's account balance.
Disability Benefit
In the event a participant becomes totally disabled (as defined),
such participant is entitled to a disability benefit in an amount
equal to 100% of the participant's account balance.
Severance of Employment Benefit
In the event a participant's employment with the Company is
terminated, such participant is entitled to a severance of
employment benefit in an amount equal to the participant's
vested account balance.
Benefits Payable
Net assets available for benefits at December 31, 1997 and 1996
include the market values of $11,111 and $17,075, respectively,
for distributions to be paid subsequent to year end.
(2) Investment Options
Effective January 1, 1996, all employer contributions are made in cash
and are directed to investment options in accordance with the
participant's investment election as of the last day of the Plan year.
All employee contributions are invested among the following seven
investment options available under the Plan, at the direction of the
participant. No portion of the ESOP fund investments may be directed
by participants into other funds prior to 1999. To the extent a
participant does not specifically designate investment elections,
undesignated amounts will be invested in Fund B, the Fixed Income
Fund, unless the Trustee designates a different default fund or until
a designation can be obtained from the participant. The participant-
directed investment options available are as follows:
Fund A - Circus Circus Common Stock Fund
This Fund is invested by Bank of America, Nevada (the "Trustee"),
primarily in CCEI common stock. The Trustee has discretion as to
the timing and manner of purchasing shares of common stock. Cash
dividends or interest, if any, are reinvested in this fund, and
any stock dividends or shares issued pursuant to a stock split on
the shares held by this fund will be added to this fund.
The respective numbers of shares of CCEI common stock held by
this fund as of the dates indicated are as follows:
December 31,
1997 1996
Number of shares 603,623 637,332
Fund B - Fixed Income Fund
Investments in Fund B are generally invested by the Trustee in
the Merrill Lynch Retirement Preservation Trust (the "Merrill
Lynch Fund"), which is a collective trust fund available for
investments by qualified retirement plans. The Merrill Lynch
Fund's investment goal is to obtain high current income
consistent with the preservation of capital and the maintenance
of liquidity. The Merrill Lynch Fund is invested primarily in
contracts issued by insurance companies and banks which provide
for a return of principal plus interest, either periodically or
at maturity. Investments may also include money market
instruments. Merrill Lynch Trust Company ("Merrill Lynch") and
Merrill Lynch Asset Management, L.P. (entities entirely owned,
directly or indirectly, by Merrill Lynch & Co., Inc.) are the
trustee and the investment advisor, respectively, of the Merrill
Lynch Fund.
Fund C - General Common Stock Fund
This fund is invested by the Trustee in the S&P 500 Index
Portfolio (the "Portfolio"), an investment fund constituting a
part of the SEI Index Funds and managed by SEI Fund Management.
The Portfolio seeks to provide investment results that correspond
to the aggregate price and dividend performance of the securities
in the Standard & Poor's 500 Composite Price Index.
Fund D - U.S. Government Securities Fund
This fund is invested by the Trustee in institutional shares of
the Federated U.S. Government Securities Fund: 2-5 years (the
"U.S. Fund"). The U.S. Fund invests in U.S. government securities
to provide current income, and invests only in those securities
with remaining maturities of five years or less.
Fund E - Capital Fund
This fund is invested by the Trustee in Class A shares of Merrill
Lynch Capital Fund, Inc. (the "Capital Fund"). The Capital Fund
seeks to achieve high total investment return consistent with
prudent risk by investing in equity securities, corporate bonds
or money market securities.
Fund F - Small Capitalization Index Fund
This fund is invested by the Trustee in the Small Capitalization
Stock Portfolio of the Vanguard Index Trust (the "Small Cap
Fund") and is administered by Vanguard's Core Management Group.
The Small Cap Fund seeks to replicate the aggregate price and
yield performance of the Russell 2000 Small Stock Index, a
broadly diversified small-capitalization stock index consisting
of approximately 2,000 common stocks.
Fund G - International Growth Fund
This fund is invested by the Trustee in the Scudder International
Fund (the "International Fund"), one of a series of funds of
Scudder International Fund, Inc. and is managed by Scudder,
Stevens & Clark, Inc. The International Fund seeks long-term
growth of capital by investing in a diversified portfolio of
marketable stocks issued by non-U.S. companies, thus permitting
participation in foreign economies having prospects for growth.
(3) Summary of Significant Accounting Policies
Accrual Basis of Accounting
The Plan's financial statements are prepared on an accrual basis.
Plan Expenses
Plan expenses, including accounting, legal, trustee and any other
costs of administering the Plan, are paid by the Company or charged to
the Plan at the discretion of CCEI's Board of Directors. All Plan
expenses during 1997 were paid by the Company.
Valuation of Investments
Contributions to the Fixed Income Fund beginning in 1991 are placed in
the Merrill Lynch Retirement Preservation Trust, formerly named the
Merrill Lynch GIC Managed Trust. The interest rate earned on such
investments is the weighted average rate determined by the individual
contracts or investments that make up the Trust. The investment in
such accounts reflected in the statements of net assets available for
benefits subsequent to 1990 is stated at the amount of the
contributions plus the interest earned to date.
The values of the General Common Stock Fund, U.S. Government
Securities Fund, Capital Fund, Small Capitalization Index Fund and the
International Growth Fund at the financial statement date are based on
the latest available closing prices of the investments included in
those funds.
The value of the Circus Circus Common Stock Fund and the ESOP Fund
are based on the latest available quoted closing price of the
Company's common stock, which was $20.50 and $34.38 per share as of
December 31, 1997 and 1996, respectively. Subsequent to the end of
the 1997 Plan year, the market value of the Company's common stock
decreased to $15.81 on June 15, 1998.
(4) Federal Income Taxes
The Company received a favorable determination letter, dated July 22,
1997, from the Internal Revenue Service with respect to the tax exempt
status of the Plan (under Code Section 401(a)), and as to whether the
Plan qualifies for deferred tax treatment of contributions (under Code
Section 401(k)). In management's opinion, within the limits
established by the Plan, a participant in the Plan is not subject to
any federal income tax on the contributions of the participant or the
Company, or on the dividends, interest or profits from sales of
securities held by the Trustee, until such amounts are withdrawn by
the participant.
(5) Plan Termination
Although the Company expects to continue the Plan indefinitely, it
reserves the right to amend or terminate the Plan in whole or in part
at any time.
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 1 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C> <C>
CASH $ 3,500,164 $ 421,033 $ 2,355,491 $ 280,285 $ 60,062 $ 228,060
CONTRIBUTIONS RECEIVABLE:
Employee 212,575 33,580 84,755 32,009 5,973 31,542
Employer 749,918 90,239 504,693 60,054 12,869 48,865
FORFEITURES RECEIVABLE - 28,248 172,470 18,361 3,918 14,926
INVESTMENT INCOME RECEIVABLE 582,961 - 109,300 75,295 - 167,777
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund 12,374,271 12,374,271 - - - -
Fixed Income Fund 19,649,988 - 19,649,988 - - -
General Common Stock Fund 7,064,988 - - 7,064,988 - -
U.S. Government Securities
Fund 1,071,375 - - - 1,071,375 -
Capital Fund 3,849,320 - - - - 3,849,320
Small Capitalization Index
Fund 1,653,521 - - - - -
International Growth Fund 941,900 - - - - -
ESOP Fund 9,292,527 - - - - -
NET ASSETS $60,943,508 $12,947,371 $22,876,697 $ 7,530,992 $ 1,154,197 $4,340,490
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 2 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
ASSETS FUND F FUND G FUND
CASH $ 94,818 $ 60,123 $ 292
CONTRIBUTIONS RECEIVABLE:
Employee 14,968 9,748 -
Employer 20,316 12,882 -
FORFEITURES RECEIVABLE 6,137 3,883 (247,943)
INVESTMENT INCOME RECEIVABLE 115,243 115,346 -
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund - - -
Fixed Income Fund - - -
General Common Stock Fund - - -
U.S. Government Securities
Fund - - -
Capital Fund - - -
Small Capitalization Index
Fund 1,653,521 - -
International Growth Fund - 941,900 -
ESOP Fund - - 9,292,527
NET ASSETS $1,905,003 $1,143,882 $ 9,044,876
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 3 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C>
CASH $ 3,715,391 $ 569,598 $ 2,302,132 $ 427,087 $ 68,159 $ 201,659
CONTRIBUTIONS RECEIVABLE:
Employee 433,759 52,862 235,458 41,391 9,730 48,306
Employer 889,222 100,573 517,892 46,606 12,099 43,869
FORFEITURES RECEIVABLE - 42,783 238,600 19,398 4,993 18,206
INVESTMENT INCOME RECEIVABLE 390,153 - 224,653 - - 102,249
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund 21,908,288 21,908,288 - - - -
Fixed Income Fund 15,260,030 - 15,260,030 - - -
General Common Stock Fund 4,201,928 - - 4,201,928 - -
U.S. Government Securities
Fund 709,947 - - - 709,947 -
Capital Fund 2,280,472 - - - - 2,280,472
Small Capitalization Index
Fund 598,939 - - - - -
International Growth Fund 433,621 - - - - -
ESOP Fund 17,552,872 - - - - -
NET ASSETS $68,374,622 $22,674,104 $18,778,765 $ 4,736,410 $ 804,928 $ 2,694,761
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 4 OF 4
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
ASSETS FUND F FUND G FUND
CASH $ 78,933 $ 53,898 $ 13,925
CONTRIBUTIONS RECEIVABLE:
Employee 30,492 15,520 -
Employer 16,721 10,391 141,071
FORFEITURES RECEIVABLE 6,847 4,243 (335,070)
INVESTMENT INCOME RECEIVABLE 45,381 17,870 -
INVESTMENTS, at contract or
market value:
Circus Circus Common Stock
Fund - - -
Fixed Income Fund - - -
General Common Stock Fund - - -
U.S. Government Securities
Fund - - -
Capital Fund - - -
Small Capitalization Index
Fund 598,939 - -
International Growth Fund - 433,621 -
ESOP Fund - - 17,552,872
NET ASSETS $ 777,313 $ 535,543 $17,372,798
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE III
INVESTMENT PLAN Page 1 of 2
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL
FUND INCOME FUND STOCK FUND SECURITIES FUND FUND
TOTAL FUND A FUND B FUND C FUND D FUND E
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 6,894,563 $ 1,190,294 $ 2,630,040 $ 1,106,548 $ 253,557 $ 859,121
Employer automatic 3,767,200 429,208 2,620,486 278,915 59,533 226,800
Employer matching 482,718 82,191 239,698 61,424 13,397 50,125
Total contributions 11,144,481 1,701,693 5,490,224 1,446,887 326,487 1,136,046
INVESTMENT INCOME:
Interest 49,471 - - - 49,471 -
Cash dividends 1,944,023 41,831 1,173,825 184,396 2,373 315,439
Total investment income 1,993,494 41,831 1,173,825 184,396 51,844 315,439
INVESTMENT GAINS (LOSSES):
Realized gains (losses), net (1,352,822) (1,003,539) - 103,389 (1,472) 33,666
Unrealized appreciation
(depreciation) (12,159,349) (7,684,694) - 1,368,827 16,558 292,081
Total net investment
gains (losses) (13,512,171) (8,688,233) - 1,472,216 15,086 325,747
TRANSFERS - (704,680) (283,785) 415,359 44,486 227,061
BENEFIT DISTRIBUTIONS (7,056,918) (2,077,344) (2,282,332) (724,276) (88,634) (358,564)
INCREASE (DECREASE) IN
NET ASSETS (7,431,114) (9,726,733) 4,097,932 2,794,582 349,269 1,645,729
NET ASSETS, beginning of year 68,374,622 22,674,104 18,778,765 4,736,410 804,928 2,694,761
NET ASSETS, end of year $60,943,508 $12,947,371 $22,876,697 $ 7,530,992 $ 1,154,197 $4,340,490
The accompanying notes are an integral part of these statements.
</TABLE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE III
INVESTMENT PLAN Page 2 of 2
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
SMALL
CAPITALIZATION INTERNATIONAL
INDEX FUND GROWTH FUND ESOP
FUND F FUND G FUND
CONTRIBUTIONS:
Employee $ 515,566 $ 339,437 $ -
Employer automatic 93,248 59,010 -
Employer matching 21,887 13,996 -
Total contributions 630,701 412,443 -
INVESTMENT INCOME:
Interest - - -
Cash dividends 111,204 114,289 666
Total investment income 111,204 114,289 666
INVESTMENT GAINS (LOSSES):
Realized gains (losses), net (7,293) 4,315 (481,888)
Unrealized appreciation
(depreciation) 170,211 (71,474) (6,250,858)
Total net investment
gains (losses) 162,918 (67,159) (6,732,746)
TRANSFERS 331,703 217,799 (247,943)
BENEFIT DISTRIBUTIONS (108,836) (69,033) (1,347,899)
INCREASE (DECREASE) IN
NET ASSETS 1,127,690 608,339 (8,327,922)
NET ASSETS, beginning of year 777,313 535,543 17,372,798
NET ASSETS, end of year $1,905,003 $1,143,882 $ 9,044,876
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1997
(Form 5500 Item 27(a))
At December 31, 1997 the Trustee held for the Plan the following investments:
Contract/
Number of Market
Shares/Units Cost Value
<S> <C> <C> <C>
Circus Circus Common Stock Fund* 603,623 $14,094,667 $12,374,271
Fixed Income Fund 19,649,988 19,649,988 19,649,988
(Merrill Lynch Retirement Preservation Trust)
General Common Stock Fund 230,505 4,485,140 7,064,988
(S&P 500 Index Portfolio - SEI Fund Management)
U.S. Government Securities Fund 100,788 1,054,608 1,071,375
(Federated U.S. Government Securities Fund)
Capital Fund 111,542 3,446,440 3,849,320
(Merrill Lynch Capital Fund)
Small Capitalization Index Fund 69,622 1,468,075 1,653,521
(Vanguard Index Trust)
International Growth Fund 20,588 997,687 941,900
(Scudder International Fund)
ESOP Fund* 453,294 12,201,278 9,292,527
(Circus Circus Common Stock)
21,239,950 $57,397,883 $55,897,890
* Party in interest
</TABLE>
<TABLE>
<CAPTION>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(Form 5500 Item 27(d))
(In thousands, except number of transactions)
PURCHASES
Number of Contract/
Transactions Shares Cost Market Value
<S> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury 625 10,800 $10,800 $10,800
Merrill Lynch Retirement Preservation Trust 161 6,521 6,521 6,521
Circus Circus Stock* 172 93 2,460 1,907
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
>/TABLE>
</TABLE>
<TABLE>
<CAPTION>
SALES
Number of Original Gain
Transactions Shares Cost Proceeds (Loss)
<S> <C> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury 575 11,215 $11,215 $11,215 $ -
Merrill Lynch Retirement Preservation Trust 47 2,557 2,557 2,557 -
Circus Circus Stock* 67 184 4,837 4,512 (325)
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
* Party in interest
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Plan Administrator has duly caused this
Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
Circus Circus Enterprises, Inc.,
as Plan Administrator of the
Circus Circus Employees' Profit
Sharing and Investment Plan
June 26, 1998 By GLENN SCHAEFFER
Glenn Schaeffer
President, Chief Financial Officer
and Treasurer
-19-
EXHIBIT INDEX
No. Description
23 Consent of Arthur Andersen LLP
-20-
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 15, 1998 included in this
Form 11-K, into Circus Circus Enterprises, Inc.'s previously
filed Registration Statement File No. 33-18278 on Form S-8.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 26, 1998
