SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-8570
CIRCUS CIRCUS ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0121916
(State or other jurisdiction of (I.R.S. Employer incorporation
incorporation or organization) Identification No.)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:(702) 734-0410
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Name of Exchanges on which Registered
Common Stock, $.01-2/3 Par Value New York Stock Exchange and
Pacific Stock Exchange
Common Stock Purchase Rights New York Stock Exchange and
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock of the
Registrant held by persons other than the registrant's directors
and executive officers as of April 25, 1997 (based upon the last
reported sale price on the New York Stock Exchange on such date)
was $1,936,961,369.
The number of shares of Common Stock, $.01-2/3 par value,
outstanding at April 25, 1997: 94,862,033.
DOCUMENTS INCORPORATED BY REFERENCE
PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1997 are incorporated
by reference into Items 7 and 8, inclusive.
PART III - Portions of the Registrant's definitive proxy
statement in connection with the annual meeting of stockholders
to be held on June 24, 1997, are incorporated by reference into
Items 10 through 13, inclusive.
Item 8 is amended and restated as follows solely for the purpose
of including the financial statements of Elgin Riverboat Resort -
Riverboat Casino for the year ended December 31, 1997 as required
by Rule 3-09 of Regulation S-X. Item 14 is also amended and
restated to include the consent of independent public accountants
relating to the above-mentioned financial statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Incorporated herein by reference are pages 38 through 54 of
the 1997 Annual Report which pages are included as part of
Exhibit 13 to this Report.
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Year Ended January 31, 1997
(in thousands, except per share amounts)
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
Revenue $352,885 $338,806 $337,990 $304,569 $1,334,250
Income from operations 81,297 24,650 71,185 45,037 222,169
Income before income tax 69,385 12,881 55,659 25,938 163,863
Net income 43,472 7,309 34,813 15,139 100,733
Earnings per share $ .42 $ .07 $ .34 $ .16 $ .99
Year Ended January 31, 1996
(in thousands, except per share amounts)
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
Revenue $295,033 $326,766 $354,206 $323,591 $1,299,596
Income from operations 71,046 24,365 88,399 67,563 251,373
Income before income tax 61,367 12,885 76,187 55,320 205,759
Net income 39,400 7,281 46,584 35,633 128,898
Earnings per share $ 0.46 $ 0.08 $ 0.45 $ 0.35 $ 1.33
Balance Sheets
December 31, 1997 and 1996
ASSETS 1997 1996
Current assets:
Cash and cash equivalents $ 36,879,271 $23,469,117
Accounts receivable 80,370 187,041
Inventories 390,275 318,505
Prepaid expenses 1,930,296 1,910,001
Total current assets 39,280,212 25,884,664
Property and equipment, net 89,110,218 96,284,167
Other assets 237,120 965,498
Total assets $128,627,550 $123,134,329
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable $ 433,407 434,758
Accrued liabilities 33,286,291 18,707,675
Total current liabilities 33,719,698 19,142,433
Total liabilities 33,719,698 19,142,433
Partners' equity 94,907,852 103,991,896
Total liabilities and partners'
equity $128,627,550 $123,134,329
The accompanying notes are an integral part of these financial statements.
Statements of Operations
for the years ended December 31, 1997, 1996 and 1995
1997 1996 1995
Revenues:
Casino $241,943,689 $233,074,809 $203,839,260
Food and beverage 18,550,330 17,148,086 14,301,126
Admissions and other 9,808,754 9,441,806 8,706,203
270,302,773 259,664,701 226,846,589
Less: promotional allowances (18,664,088) (16,243,962) (12,146,655)
251,638,685 243,420,739 214,699,934
Operating expenses:
Casino 99,702,338 92,886,998 78,707,606
Food and beverage 6,612,865 7,280,565 7,970,113
General and administrative 37,431,032 24,972,009 10,479,451
Depreciation and
amortization 8,528,455 8,216,672 7,899,232
Other operating expenses 10,713,224 10,299,447 8,494,846
162,987,914 143,655,691 113,551,248
Operating income 88,650,771 99,765,048 101,148,686
Other income (expense):
Interest income 990,908 300,206 272,850
Interest expense - - (13,010)
Loss on asset disposal (225,723) (100,014) -
765,185 200,192 259,840
Net income $ 89,415,956 $ 99,965,240 $101,408,526
The accompanying notes are an integral part of these financial statements.
Statements of Partners' Equity
for each of the three years ended December 31, 1997
Nevada
Landing
Partnership RBG, L.P. Total
Balance, January 1, 1995 $52,509,065 $52,509,065 $105,018,130
Net income 50,704,263 50,704,263 101,408,526
Distributions to partners (46,500,000) (46,500,000) (93,000,000)
Balance, December 31, 1995 56,713,328 56,713,328 113,426,656
Net income 49,982,620 49,982,620 99,965,240
Distributions to partners (54,700,000) (54,700,000) (109,400,000)
Balance, December 31, 1996 51,995,948 51,995,948 103,991,896
Net income 44,707,978 44,707,978 89,415,956
Distributions to partners (49,250,000) (49,250,000) (98,500,000)
Balance, December 31, 1997 $47,453,926 $47,453,926 $ 94,907,852
The accompanying notes are an integral part of these financial statements.
Statements of Cash Flows
for each of the three years ended December 31, 1997
1997 1996 1995
Cash flows from operating activities:
Net income $ 89,415,956 $ 99,965,240 $101,408,526
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 8,528,455 8,216,672 7,899,232
Net loss from sale of asset 225,723 100,014 -
Increase (decrease) in cash
attributable to changes in
assets and liabilities:
Accounts receivable 106,671 (50,225) (43,361)
Inventories (71,770) (143,556) (32,634)
Prepaid expenses (20,295) 97,659 (477,345)
Other assets 728,378 546,359 624,612
Accounts payable (1,351) (241,254) (227,722)
Accrued expenses 14,578,616 14,673,505 2,020,900
Net cash provided by
operating activities 113,490,383 123,164,414 111,172,208
Cash flows from investing activities:
Capital expenditures (1,788,594) (2,593,361) (2,294,242)
Proceeds from sale of fixed assets 208,365 51,000
Payments of construction costs
payable - - (5,143,500)
Net cash used in investing
activities (1,580,229) (2,542,361) (7,437,742)
Cash flows from financing activities:
Distributions to partners (98,500,000) (109,400,000) (93,000,000)
Payments on notes payable - (116,119) (7,498,575)
Net cash used in provided by
financing activities (98,500,000) (109,516,119)(100,498,575)
Net increase in cash and cash
equivalents 13,410,154 11,105,934 3,235,891
Cash and cash equivalents,
beginning of year 23,469,117 12,363,183 9,127,292
Statements of Cash Flows
for each of the three years ended December 31, 1997 (continued)
1997 1996 1995
Cash and cash equivalents,
end of year $ 36,879,271 $ 23,469,117 $12,363,183
Noncash financing and investing
activities:
Vendor financing for equipment
purchases $ 696,711
Conversion of construction costs
payable to note payable, net of
vendor financing $ 480,597
The accompanying notes are an integral part of these financial statements
Notes to Financial Statements
1. Business
Elgin Riverboat Resort - Riverboat Casino ("Joint Venture"),
doing business as the Grand Victoria Casino, was formed in
December 1992, as a partnership, under a Joint Venture
Agreement between Nevada Landing Partnership and RBG, L.P.,
in which each partner owns a fifty percent interest.
The Joint Venture is licensed by the Illinois Gaming Board
("IGB") to own and operate a riverboat casino on the Fox
River in Elgin, Illinois. The original license, issued on
October 6, 1994, was valid for a three year term. The
license was renewed on October 21, 1997 for a one-year
period.
2. Summary of Significant Accounting Policies
Casino Revenues
In accordance with industry practice, the Joint Venture
recognizes as casino revenues the net win from gaming
activities, which is the difference between gaming wins and
losses.
Promotional Allowances
The retail value of admissions, food and beverage, and other
complimentary items furnished to customers without charge is
included in gross revenue and then deducted as promotional
allowances. Additionally, the estimated costs of providing
such promotional allowances have been included in casino
expenses as follows:
1997 1996 1995
Admissions and other $ 10,503,250 $ 10,285,198 $ 10,762,515
Food and beverage 8,276,075 6,470,703 3,596,327
$ 18,779,325 $ 16,755,901 $ 14,358,842
Cash and Cash Equivalents
The Joint Venture considers all highly liquid investments
purchased with a maturity of three months or less to be cash
equivalents. The Joint Venture maintains cash balances at a
financial institution in excess of federally insured limits.
Notes to Financial Statements, continued
2. Summary of Significant Accounting Policies, continued
Inventories
Inventories, consisting of food, beverage, and gift shop
items are stated at the lower of cost or market value. Cost
is determined by the first-in, first-out method.
Property and Equipment
Property, improvements and equipment are stated at cost.
The Joint Venture computes depreciation and amortization
using the straight-line method over the estimated useful
lives of the assets. The estimated useful lives are as
follows:
Buildings 39 years
Riverboat 20 years
Land improvements 15 years
Furniture, fixtures and equipment,
gaming and computer equipment 5-7 years
Reserve for Slot Club Redemption
The Joint Venture has accrued for the total liability of all
points earned, but not redeemed by slot club members.
Income Taxes
The financial statements of the Joint Venture do not reflect
a provision for income taxes because the partners are
required to recognize their proportionate share of the Joint
Venture's income in their individual tax returns.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results
could differ from those estimates.
Notes to Financial Statements, continued
2. Summary of Significant Accounting Policies, continued
Reclassifications
Certain 1995 amounts have been reclassified to conform to
the 1996 and 1997 presentation.
3. Property and Equipment:
A summary of property and equipment at December 31, 1997 and
1996 is as follows:
1997 1996
Buildings $ 29,070,069 $ 29,170,069
Riverboat 52,799,655 52,799,655
Land improvements 5,501,167 5,501,167
Furniture, fixtures and
equipment, gaming and
computer equipment 27,875,396 26,708,592
Construction in progress 25,655 73,068
Total property and
equipment 115,271,942 114,252,551
Less: accumulated depreciation
and amortization 26,161,724 17,968,384
Property and equipment, net $ 89,110,218 $ 96,284,167
4. Accrued Liabilities
A summary of accrued liabilities at December 31, 1997 and
1996 is as follows:
1997 1996
Accrued "Grand Victoria Foundation"
& Kane County donation $ 24,159,571 $ 12,048,872
Accrued payroll, vacation and
related taxes 2,254,851 1,872,365
Reserve for slot club redemptions 1,648,114 1,603,346
Accrued rent expense 920,222 932,696
Accrued property taxes 794,015 741,842
Reserve for progressive jackpots 1,838,535 421,373
Unredeemed chip/token liability 589,754 339,848
Notes to Financial Statements, continued
4. Accrued Liabilities, continued
1997 1996
Accrued dealers tips 382,997 338,384
Accrued gaming and sales taxes 257,771 171,243
Kane County Forest Preserve trust
agreement 125,000 125,000
Other 315,461 112,706
Total accrued liabilities $ 33,286,291 $ 18,707,675
5. Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents
approximate fair value because of the short maturity of
these instruments.
6. Leases
In accordance with the Ground Lease and Development
Agreement, as amended, (the "Agreement") the Joint Venture
leases land for a term of ten years commencing with the
issuance of the IGB license, with the right to renew the
Agreement for successive five year terms, not to exceed a
total lease term of thirty years. Additionally, the
Agreement provides an option to purchase such land at fair
market value at anytime during the lease term subject to the
construction of certain other capital projects by the Joint
Venture. The Agreement requires annual lease payments of
$107,195 until the Joint Venture's cumulative net after tax
cash flow, as defined, equals $75,000,000, which occurred
during the fourth quarter of 1995. Thereafter, the
Agreement requires annual lease payments equal to the
greater of (i) $107,195 or (ii) three percent of the Joint
Venture's annual net operating income, as defined.
By agreement, the Joint Venture has applied federal and
state income tax rates to its taxable income as if its
partners were being taxed as individuals in the State of
Illinois. The applicable income tax rates applied to the
Joint Venture's taxable income are as follows:
Federal 39.6%
State 3.0%
Notes to Financial Statements, continued
6. Leases, continued
During the construction of the riverboat casino facility,
certain costs were incurred by the Joint Venture on behalf
of the City of Elgin (the "City") which will be utilized to
offset the future percentage rent payments described in (ii)
above. The remaining unrecovered costs as of December 31,
1997 and 1996 were $913,098 and $1,643,576, respectively,
and are included in prepaid expenses and other assets.
The future minimum lease commitments under the ground lease
as of December 31, 1997 are as follows:
1998 $ 107,195
1999 107,195
2000 107,195
2001 107,195
2002 and thereafter 296,227
Rent expense for the years ended December 31, 1997, 1996 and
1995 were $3,890,851, $3,781,229, and $186,599,
respectively.
7. Commitments
Pursuant to an agreement with the City of Elgin, the Joint
Venture has guaranteed that the City shall receive at least
$500,000 annually resulting from a combination of lease
payments and admission taxes. For each of the three years
ended December 31, 1997, 1996 and 1995, the Joint Venture
has paid amounts in excess of the guarantee. Additionally,
the Agreement requires the Joint Venture to pay the City
$350,000 per year, for five years to defray additional law
enforcement costs estimated to be incurred by the City.
Pursuant to the Fox River Trust Agreement, entered into on
July 20, 1993, the Joint Venture has agreed to make certain
payments to a trust fund for the benefit of the Fox River.
Annual contributions of $500,000 commenced on October 6,
1995, the initial anniversary date of the issuance of the
IGB license, and will continue for twelve successive years.
The Joint Venture has agreed to contribute to both Kane
County and to a foundation that has been established for the
benefit of educational, environmental and economic
Notes to Financial Statements, continued
7. Commitments, continued
development programs in the region. The total commitment is
equal to 20% of adjusted net operating income ("ANOI"), as
defined, after the cumulative after tax ANOI exceeds the
Joint Venture's total investment cost, as defined, incurred
in connection with the development of the riverboat casino
facility. This commitment must be paid within 120 days of
the end of the fiscal year for which it has been calculated.
The Joint Venture has applied the same federal and state
income tax rates that were applied in the percentage rent
calculation of the Ground Lease (see Note 6). During 1996,
ANOI exceeded the Joint Venture's total investment costs and
the Joint Venture began accruing for this donation expense.
Donation expense for the years ended December 31, 1997 and
1996 were $23,993,096 and $12,219,654, respectively.
8. Related Party Transactions
During 1996, the employment of four key employees of the
Joint Venture was transferred to one of the partners of the
Joint Venture. Salary, bonus and related taxes are paid by
the Joint Venture partner. The Joint Venture partner is
then reimbursed by the Joint Venture for these expenses.
9. Profit Sharing Plan
The Joint Venture contributes to a defined contribution plan
which provides for contributions in accordance with the plan
document. The plans cover substantially all employees. The
Joint Venture contributes a set dollar amount to all
eligible employees as well as a matching contribution of 25%
of employee contributions limited to specified dollar amount
as stated in the plan document. Joint Venture contributions
to the plan amounted to $293,261 and $211,051 in 1997 and
1996, respectively.
Report of Independent Accountants
To the Partners of the Elgin Riverboat Resort -
Riverboat Casino
We have audited the accompanying balance sheets of the Elgin
Riverboat Resort - Riverboat Casino ("Joint Venture") as of
December 31, 1997 and 1996, and the related statements of
operations, partners' equity and cash flows for each of the three
years in the period ended December 31, 1997. These financial
statements are the responsibility of the Joint Venture's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Elgin Riverboat Resort - Riverboat Casino as of December
31, 1997 and 1996, and the results of its operations, partners'
equity and cash flows for each of the three years in the period
ended December 31, 1997 in conformity with generally accepted
accounting principles.
Coopers & Lybrand L.L.P.
Chicago, Illinois
January 21, 1998
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a)(1) Consolidated Financial Statements:
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES Page
Consolidated Balance Sheets as of January 31, 1997 and
1996................................................... 38*
Consolidated Statements of Income for the three years
ended January 31, 1997................................. 39*
Consolidated Statements of Cash Flows for the three
years ended January 31, 1997........................... 40*
Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1997................. 41*
Notes to Consolidated Financial Statements............. 42*
Report of Independent Public Accountants............... 54*
(a)(2) Supplemental Financial Statement Schedules:
None.
* Refers to page of the Annual Report to Shareholders for the
year ended January 31, 1997, a copy of the incorporated
portions of which are included as Exhibit 13 to this Report.
(a)(3) Exhibits:
The following exhibits are filed as a part of this Report or
incorporated herein by reference:
3(i)(a). Restated Articles of Incorporation of the Company as of
July 15, 1988 and Certificate of Amendment thereto,
dated June 29, 1989. (Incorporated by reference to
Exhibit 3(a) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1991.)
3(i)(b). Certificate of Division of Shares into Smaller
Denominations, dated June 20, 1991. (Incorporated by
reference to Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended January
31, 1992.)
<PAGE>
3(i)(c). Certificate of Division of Shares into Smaller
Denominations, dated June 22, 1993. (Incorporated by
reference to Exhibit 3(i) to the Company's Current
Report on Form 8-K dated July 21, 1993.)
3(ii). Restated Bylaws of the Company dated November 30,
1996.**
4(a). Rights Agreement dated as of July 14, 1994, between the
Company and First Chicago Trust Company of New York.
(Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated August 15,
1994.)
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 quarterly period ended July 31,
1996.)
4(c). $1.5 Billion Loan Agreement, dated as of January 29,
1996, by and among the Company, the Banks named therein
and Bank of America National Trust and Savings
Association, as administrative agent for the Banks, and
related Subsidiary Guaranty dated as of January 29,
1996, of the Company's subsidiaries named therein.
(Incorporated by reference to Exhibit 4(a) to the
Company's Current Report on Form 8-K dated January 29,
1996.)
4(d). Amendment No. 1 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks. (Incorporated by
reference to Exhibit 4(c) to the Company s Annual
Report on Form 10-K for the fiscal year ended January
31, 1996.)
4(e). Amendment No. 2 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks. (Incorporated by
reference to Exhibit 4(a) to the Company s Quarterly
Report on Form 10-Q for the period ended October 31,
1996.)
<PAGE>
4(f). Amendment No. 3 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks. (Incorporated by
reference to Exhibit 4(b) to the Company s Quarterly
Report on Form 10-Q for the period ended October 31,
1996.)
4(g). Amendment No. 4 to the $1.5 Billion Loan Agreement, by
and among the Company, the Banks named therein and
Wells Fargo Bank, N.A., as administrative agent.**
4(h). Rate Swap Master Agreement, dated as of October 24,
1986, and Rate Swap Supplements One through Four.
(Incorporated by reference to Exhibit 4(j) to the
Company's Current Report on Form 8-K dated December 29,
1986.)
4(i). Interest Rate Swap Agreement, dated as of October 20,
1989, by and between the Company and Salomon Brothers
Holding Company Inc. (Incorporated by reference to
Exhibit 4(q) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1990.)
4(j). Indenture by and between the Company and First
Interstate Bank of Nevada, N.A., as Trustee with
respect to the Company's 10-5/8% Senior Subordinated
Notes due 1997. (Incorporated by reference to Exhibit
4(a) to the Company's Registration Statement (No. 33-
34439) on Form S-3.)
4(k). Indenture by and between the Company and First
Interstate Bank of Nevada, N.A., as Trustee with
respect to the Company's 6-3/4% Senior Subordinated
Notes due 2003 and its 7-5/8% Senior Subordinated
Debentures due 2013. (Incorporated by reference to
Exhibit 4(a) to the Company's Current Report on Form
8-K dated July 21, 1993.)
4(l). Indenture, dated February 1, 1996, by and between the
Company and First Interstate Bank of Nevada, N.A., as
Trustee. (Incorporated by reference to Exhibit 4(b) to
the Company's Current Report on Form 8-K dated
January 29, 1996.)
4(m). Supplemental Indenture, dated February 1, 1996, by and
between the Company and First Interstate Bank of
Nevada, N.A., as Trustee, with respect to the Company's
6.45% Senior Notes due February 1, 2006. (Incorporated
by reference to Exhibit 4(c) to the Company's Current
Report on Form 8-K dated January 29, 1996.)
4(n). 6.45% Senior Notes due February 1, 2006 in the
principal amount of $200,000,000. (Incorporated by
reference to Exhibit 4(d) to the Company's Current
Report on Form 8-K dated January 29, 1996.)
4(o). Supplemental Indenture, dated as of November 15, 1996,
to an indenture dated February 1, 1996, by and between
the Company and Wells Fargo Bank (Colorado), N.A., as
Trustee, with respect to the Company s 6.70% Senior
Notes due November 15, 2096. (Incorporated by
reference to Exhibit 4(c) to the Company s Quarterly
Report on Form 10-Q for the quarterly period ended
October 31, 1996.)
4(p). 6.70% Senior Notes due February 15, 2096 in the
principal amount of $150,000,000. (Incorporated by
reference to Exhibit 4(d) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
October 31, 1996.)
4(q). Indenture, dated November 15, 1996, by and between the
Company and Wells Fargo Bank (Colorado), N.A., as
Trustee. (Incorporated by reference to Exhibit 4(e) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1996.)
4(r). Supplemental Indenture, dated as of November 15, 1996,
to an indenture dated November 15, 1996, by and between
the Company and Wells Fargo Bank (Colorado), N.A., as
Trustee, with respect to the Company s 7.0% Senior
Notes due November 15, 2036. (Incorporated by
reference to Exhibit 4(f) to the Company s Quarterly
Report on Form 10-Q for the quarterly period ended
October 31, 1996.)
4(s). 7.0% Senior Notes due February 15, 2036, in the
principal amount of $150,000,000. (Incorporated by
reference to Exhibit 4(g) to the Company s Quarterly
Report on Form 10-Q for the quarterly period ended
October 31, 1996.)
10(a).* 1983 Nonqualified Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10(d) to the
Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(b).* 1983 Incentive Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10(e) to the
Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(c).* Amendment to Circus Circus Enterprises, Inc. 1983
Incentive Stock Option Plan. (Incorporated by
reference to Exhibit 4(a) to the Company's Registration
Statement (No. 2-91950) on Form S-8.)
10(d).* Amended and Restated 1989 Stock Option Plan of the
Company, dated April 25, 1997.**
10(e).* Stock Purchase Warrant Plan. (Incorporated by
reference to Exhibit 4(a) to the Company's Registration
Statement (No. 33-29014) on Form S-8.)
10(f).* Amended and Restated 1991 Stock Incentive Plan of the
Company, dated April 25, 1997.**
10(g).* Amended and Restated 1993 Stock Option Plan of the
Company, dated April 25, 1997.**
10(h).* 1995 Special Stock Option Plan and Forms of
Nonqualified Stock Option Certificate and Agreement.
(Incorporated by reference to Exhibit 10(gg) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995.)
10(i).* Circus Circus Enterprises, Inc. Executive Compensation
Insurance Plan. (Incorporated by reference to Exhibit
10(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1992.)
10(j). Lease, dated November 1, 1957, by and between Bethel
Palma and others, as lessor, and the Company's
predecessor in interest, as lessee; Amendment of Lease,
dated May 6, 1983. (Incorporated by reference to
Exhibit 10(g) to the Company's Registration Statement
(No. 2-85794) on Form S-1.)
10(k). Grant, Bargain and Sale Deed to the Company pursuant to
the Lease dated November 1, 1957. (Incorporated by
reference to Exhibit 10(h) to the Company's Annual
Report on Form 10-K for the fiscal year ended January
31, 1984.)
10(l). Lease, dated August 3, 1977, by and between B&D
Properties, Inc., as lessor, and the Company, as
lessee; Amendment of Lease, dated May 6, 1983.
(Incorporated by reference to Exhibit 10(h) to the
Company's Registration Statement (No. 2-85794) on Form
S-1.)
10(m). Tenth Amendment and Restatement of the Circus Circus
Employees' Profit Sharing and Investment Plan.
(Incorporated by reference to Exhibit 4(e) to Post
Effective Amendment No. 7 to the Company's Registration
Statement (No. 33-18278) on Form S-8.)
10(n). Fifth Amendment and Restatement to Circus Circus
Employees' Profit Sharing and Investment Trust.
(Incorporated by reference to Exhibit 4(h) to Post
Effective Amendment No. 7 to the Company's Registration
Statement (No. 33-18278) on Form S-8.)
10(o).* Retirement Plan for Outside Directors (Incorporated by
reference to Exhibit 10(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended January
31, 1995).
10(p). Group Annuity Contract No. GA70867 between Philadelphia
Life (formerly Bankers Life Company) and Trustees of
Circus Circus Employees' Profit Sharing and Investment
Plan. (Incorporated by reference to Exhibit 4(c) to
the Company's Registration Statement (No. 33-1459) on
Form S-8.)
10(q). Lease, dated as of November 1, 1981, between Novus
Property Company, as landlord, and the Company, as
tenant. (Incorporated by reference to Exhibit 4(h) to
the Company's Registration Statement (No. 2-85794) on
Form S-1.)
10(r). First Addendum and First Amendment, each dated as of
June 15, 1983, to Lease dated as of November 1, 1981.
(Incorporated by reference to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the year ended
January 31, 1984.)
10(s). Second Amendment, dated as of April 1, 1984, to Lease
dated as of November l, 1981. (Incorporated by
reference to Exhibit 10(o) to the Company's
Registration Statement (No. 33-4475) on Form S-1.)
10(t). Lease by and between Robert Lewis Uccelli, guardian, as
lessor, and Nevada Greens, a limited partnership,
William N. Pennington, as trustee, and William G.
Bennett, as trustee, and related Assignment of Lease.
(Incorporated by reference to Exhibit 10(p) to the
Company's Registration Statement (No. 33-4475) on
Form S-1.)
10(u). Agreement of Purchase, dated March 15, 1985, by and
between Denio Brothers Trucking Company, as seller, and
the Company, as buyer, and related lease by and between
Denio Brothers Trucking Co., as lessor, and Nevada
Greens, a limited partnership, William N. Pennington,
as trustee, and William G. Bennett, as trustee, and
related Assignment of Lease. (Incorporated by
reference to Exhibit 10(q) to the Company's
Registration Statement (No. 33-4475) on Form S-1.)
10(v). Agreement of Joint Venture, dated as of March 1, 1994,
by and among Eldorado Limited Liability Company,
Galleon, Inc., and the Company. (Incorporated by
reference to Exhibit 10(y) to the Company's Annual
Report on Form 10-K for the fiscal year ended January
31, 1994.)
10(w). Amended and Restated Credit Agreement, dated as of
September 9, 1996, by and among Circus and Eldorado
Joint Venture, the Banks named therein and Wells Fargo
Bank, N.A., as Arranger and Administrative Agent, and
the related Note, Amended and Restated Make-Well
Agreement, Amended and Restated Deed of Trust and
Subordination and Debt Put Agreement. (Incorporated by
reference to Exhibit 10(b)to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
July 31, 1996.)
10(x). Amendment No.1 to the Amended and Restated Credit
Agreement of Circus and Eldorado Joint Venture, dated
April 4, 1997 and related Amendment No. 1 to the
Amended and Restated Deed of Trust.**
10(y). Purchase and Sale Agreement, dated January 10, 1995, by
and between Hacienda Hotel, Inc. and William G. Bennett
of the Hacienda Hotel and Casino, and the related
Assignment and Consent to Assignment to the Company,
dated March 5, 1995. (Incorporated by reference to
Exhibit 10(dd) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1995.)
10(z). Agreement and Plan of Merger, dated March 19, 1995, by
and among the Company and M.S.E. Investments,
Incorporated, Last Chance Investments, Incorporated,
Gold Strike Investments, Incorporated, Diamond Gold,
Inc., Gold Strike Aviation, Incorporated, Gold Strike
Finance Company, Inc., Oasis Development Company, Inc.,
Michael S. Ensign, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota.
(Incorporated by reference to Exhibit 10(ee) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995.)
10(aa). First Amendment to Agreement and Plan of Merger, dated
May 30, 1995, by and among the Company and M.S.E.
Investments, Incorporated, Last Chance Investments,
Incorporated, Goldstrike Investments, Incorporated,
Diamond Gold, Inc., Gold Strike Aviation, Incorporated,
Goldstrike Finance Company, Inc., Oasis Development
Company, Inc., Michael S. Ensign, William A.
Richardson, David R. Belding, Peter A. Simon II and
Robert J. Verchota. (Incorporated by reference to
Exhibit 99.2 of the Schedule 13D of Michael S. Ensign
relating to the Company's Common Stock, filed on
June 12, 1995.)
10(bb). Exchange Agreement, dated March 19, 1995, by and among
the Company and New Way, Inc., a wholly owned
subsidiary of the Company, Glenn W. Schaeffer, Gregg H.
Solomon, Antonio C. Alamo, Anthony Korfman and William
Ensign. (Incorporated by reference to Exhibit 10(ff) to
the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1995.)
10(cc). First Amendment to Exchange Agreement, dated May 30,
1995, by and among the Company and New Way, Inc., a
wholly owned subsidiary of the Registrant, Glenn W.
Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
Korfman and William Ensign. (Incorporated by reference
to Exhibit 10(d) to the Company's Current Report on
Form 8-K dated June 1, 1995.)
10(dd). Registration Rights Agreement, dated as of June 1,
1995, by and among the Company and Michael S. Ensign,
William A. Richardson, David R. Belding, Peter A. Simon
II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C.
Alamo, Anthony Korfman, William Ensign and Robert J.
Verchota. (Incorporated by reference to Exhibit 99.5
of the Schedule 13D of Michael S. Ensign, relating to
the Company's Common Stock, filed on June 12, 1995.)
10(ee). Standstill Agreement, dated as of June 1, 1995, by and
among the Company and Michael S. Ensign, William A.
Richardson, David R. Belding, Peter A. Simon II and
Glenn W. Schaeffer. (Incorporated by reference to
Exhibit 99.4 of the Schedule 13D of Michael S. Ensign,
relating to the Company's Common Stock, filed on
June 12, 1995.)
10(ff). Amendment No. 1 to Standstill Agreement, effective
April 16, 1996, by and among the Company and Michael S.
Ensign, William A. Richardson, David R. Belding, Peter
A. Simon II and Glenn W. Schaeffer. (Incorporated by
reference to Exhibit 99.7 of Amendment No. 2 to the
Schedule 13D of Michael S. Ensign, relating to the
Company s Common Stock, filed on September 5, 1996.)
10(gg).* Executive Officer Annual Bonus Plan. (Incorporated by
reference to Exhibit 10(hh) to the Company's Annual
Report on Form 10-K for the fiscal year ended January
31, 1995.)
10(hh).* Employment Agreement dated June 1, 1995, by and between
the Company and Clyde Turner. (Incorporated by
reference to Exhibit 10(i) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(ii).* Employment Agreement dated June 1, 1995, by and between
the Company and Michael S. Ensign. (Incorporated by
reference to Exhibit 99.3 of the Schedule 13D of
Michael S. Ensign, relating to the Company's Common
Stock, filed on June 12, 1995.)
10(jj).* Employment Agreement dated June 1, 1995, by and between
the Company and Glenn W. Schaeffer. (Incorporated by
reference to Exhibit 10(k) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(kk).* Employment Agreement dated June 1, 1995, by and between
the Company and William A. Richardson. (Incorporated
by reference to Exhibit 99.3 of the Schedule 13D of
William R. Richardson, relating to the Company's Common
Stock, filed on June 12, 1995.)
10(ll).* Employment Agreement dated June 1, 1995, by and between
the Company and Mike H. Sloan. (Incorporated by
reference to Exhibit 10(m) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(mm).* Employment Agreement dated June 1, 1995, by and between
the Company and Kurt D. Sullivan. (Incorporated by
reference to Exhibit 10(n) to the Company's Current
Report on Form 8-K dated June 1, 1995.)
10(nn).* Employment Agreement dated June 1, 1995, by and between
the Company and Antonio C. Alamo. (Incorporated by
reference to Exhibit 10(oo) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(oo).* Employment Agreement dated June 1, 1995, by and between
the Company and Gregg H. Solomon. (Incorporated by
reference to Exhibit 10(pp) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(pp).* Employment Agreement dated June 1, 1995, by and between
the Company and Daniel N. Copp. (Incorporated by
reference to Exhibit 10(qq) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(qq).* Agreement dated April 15, 1996, by and between the
Company and Daniel N. Copp. (Incorporated by reference
to Exhibit 10(rr) to the Company s Annual Report on
Form 10-K for the fiscal year ended January 31, 1996.)
10(rr). Joint Venture Agreement, dated as of December 18, 1992,
between Nevada Landing Partnership and RBG, L.P.
(Incorporated by reference to Exhibit 10(g) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1995.)
10(ss). Amendment dated July 15, 1993 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(h) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1995.)
10(tt). Amendment dated October 6, 1994 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(i) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1995.)
10(uu). Amendment dated June 1, 1995 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(j) to
the Company's Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 1995.)
10(vv). Amendment dated February 28, 1996 to the Joint Venture
Agreement between Nevada Landing Partnership and RBG,
L.P. (Incorporated by reference to Exhibit 10(ww) to
the Company s Annual Report on Form 10-K for the fiscal
year ended January 31, 1996.)
<PAGE>
10(ww). Reducing Revolving Loan Agreement, dated as of
December 21, 1994, among Victoria Partners, each bank
party thereto, The Long-Term Credit Bank of Japan,
Ltd., Los Angeles Agency, and Societe Generale, as Co-
agents, and Bank of America National Trust and Savings
Association, as Administrative Agent (without Schedules
or Exhibits) (the "Victoria Partners Loan Agreement").
(Incorporated by reference to Exhibit 99.2 to Amendment
No. 1 on Form 8-K/A to the Current Report on Form 8-K
dated December 9, 1994 of Mirage Resorts, Incorporated.
Commission File No. 1-6697.) (Incorporated by
reference to Exhibit 10 (ww) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(xx). Amendment No. 1 to the Victoria Partners Loan
Agreement, dated as of January 31, 1995. (Incorporated
by reference to Exhibit 10(uu) to the Annual Report on
Form 10-K for the year ended December 31, 1994 of
Mirage Resorts Incorporated. Commission File No. 1-
6697.)
10(yy). Amendment No. 2 to the Victoria Partners Loan
Agreement, dated as of June 30, 1995. (Incorporated by
reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1995
of Mirage Resorts, Incorporated. Commission File No.
1-6697.)
10(zz). Amendment No. 3 to the Victoria Partners Loan
Agreement, dated as of July 28, 1995. (Incorporated by
reference to Exhibit 10.3 to the Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 1995
of Mirage Resorts, Incorporated. Commission File No.
1-6697.)
10(aaa). Amendment No. 4 to the Victoria Partners Loan
Agreement, dated as of October 16, 1995. (Incorporated
by reference to Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 1995.)
10(bbb). Amendment No. 5 to the Victoria Partners Loan Agreement
dated as of August 1, 1996. (Incorporated by reference
to Exhibit 10(a) to the Company s Quarterly Report on
Form 10-Q for the quarterly period ended July 31,
1996.)
10(ccc). Amendment No.6 to the Victoria Partners Loan Agreement,
dated as of April 12, 1997.**
10(ddd). Joint Venture Agreement, dated as of December 9, 1994,
between MRGS Corp. and Gold Strike L.V. (without
Exhibit) (the "Victoria Partners Venture Agreement").
(Incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K dated December 9, 1994 of
Mirage Resorts, Incorporated. Commission File No.
1-6697.)
10(eee). Amendment No. 1 to the Victoria Partners Venture
Agreement dated as of April 17, 1995. (Incorporated by
reference to Exhibit 10(c) to the Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1995
of Mirage Resorts, Incorporated. Commission File No.
1-6697.)
10(fff). Amendment No. 2 to the Victoria Partners Venture
Agreement dated as of September 25, 1995.
(Incorporated by reference to Exhibit 10.4 to the
Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 1995 of Mirage Resorts
Incorporated. Commission File No. 1-6697.)
10(ggg). Amendment No. 3 to the Victoria Partners Venture
Agreement dated as of February 28, 1996. (Incorporated
by reference to Exhibit 10(fff) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(hhh). Amendment No. 4 to the Victoria Partners Venture
Agreement dated as of May 29, 1996. (Incorporated by
reference to Exhibit 10(b) to the Company s Quarterly
Report on Form 10-Q for the quarterly period ended
April 30, 1996.)
10(iii). Consulting Agreement, dated June 1, 1995, between
Circus Circus Casinos, Inc. (a subsidiary of the
Company) and Lakeview Company. (Incorporated by
reference to Exhibit 10(ggg) to the Company s Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996.)
10(jjj). Agreement, dated May 30, 1996, with Mirage Resorts,
Incorporated regarding the development of certain
property in Atlantic City, New Jersey. (Incorporated by
reference to Exhibit 10(a) to the Company s Quarterly
Report on Form 10-Q for the quarterly period ended
April 30, 1996.)
10(kkk). Stock Transfer Agreement, dated January 23, 1997, by
and between the Company, Windsor Casino Limited,
Windsor Casino Supplies Limited and Windsor Casino
Financial Limited and Caesars World, Inc., Conrad
International Investment Corporation and Hilton Hotels
Corporation.**
10(lll).* Description of Consulting Plan adopted June 21, 1996.**
13. Portions of the Annual Report to Stockholders for the
Year Ended January 31, 1997 specifically incorporated
by reference as part of this Report.**
21. Subsidiaries of the Company.**
23. Consent of Arthur Andersen LLP.** (See page 57.)***
23(b). Consent of Coopers & Lybrand L.L.P.
27. Financial Data Schedule for the year ended January 31,
1997 as required under EDGAR.**
_____________
* This exhibit is a management contract or compensatory plan
or arrangement required to be filed as an exhibit to this
Report.
** This exhibit was included in the original filing of this
Report.
*** This page reference is to such page of this Report, as
originally filed.
Certain instruments with respect to long-term debt have not
been filed hereunder or incorporated by reference herein where
the total amount of such debt thereunder does not exceed 10% of
the consolidated total assets of the Company. Copies of such
instruments will be furnished to the Securities and Exchange
Commission upon request.
(b) During the fourth quarter of the fiscal year ended
January 31, 1997, the Company filed no Current Report on Form
8-K.
(c) The exhibits required by Item 601 of Regulation S-K
filed as part of this Report or incorporated herein by reference
are listed in Item 14(a)(3) above, and the exhibits filed
herewith are listed on the Index to Exhibits which accompanies
this Report.
(d) See Item 14(a)(2) of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CIRCUS CIRCUS ENTERPRISES, INC.
Dated: March 11, 1998 By:Glenn Schaeffer
Glenn Schaeffer, President
and Chief Financial Officer
INDEX TO EXHIBITS
FORM 10-K/A
(AMENDMENT NO. 1)
Fiscal Year Ended
January 31, 1997
Exhibit
Number
23(b). Consent of Coopers & Lybrand L.L.P.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of our report dated January 21,
1998 relating to the financial statements of the Elgin Riverboat
Resort-Riverboat Casino (a Joint Venture) as of December 31, 1997
and 1996, and for each of the three years in the period ended
December 31, 1997 included (or incorporated by reference) into
the filing on Form 10-K/A on or about March 10, 1998, of Circus
Circus Enterprises, Inc. (the "Company") for the year ended
January 31, 1997, into the Company's previously filed Form S-8
Registration Statements File Nos. 2-91950, 2-93578, 33-18278,
33-29014, 33-39215, 33-56420 and 33-53303 and into the Company's
previously filed Form S-3 Registration Statements File Nos.
33-65359 and 333-16327.
We also consent to the reference to our firm under the caption
"Experts".
Coopers & Lybrand L.L.P.
Chicago, Illinois
March 9, 1998
