<PAGE>
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, 1998
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:
MANDALAY RESORT GROUP
(formerly Circus Circus Enterprises, Inc.)
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
-1-
<PAGE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1997 5
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1998 6
Notes to Financial Statements 7-13
Schedules:
II. Combining Statements of Net Assets Available
for Benefits as of December 31, 1998 and 1997 14-15
III. Combining Statement of Changes in Net Assets
Available for Benefits for the Year
Ended December 31, 1998 16
Schedule of Assets Held for Investment at
December 31, 1998 (Form 5500 Schedule 27(a)) 17
Reportable Transactions for the Year
Ended December 31, 1998 (Form 5500 Schedule 27(d)) 18
</TABLE>
-2-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Mandalay Resort Group (formerly 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, 1998 and 1997, and the related
statement of changes in net assets available for benefits (including Schedule
III) for the year ended December 31, 1998. 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.
-3-
<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, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, 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, 1998 and reportable transactions for the year
ended December 31, 1998 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
May 26, 1999 except for Note 6, as to which the date is June 17, 1999
-4-
<PAGE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CASH $ 4,356,144 $ 3,500,164
CONTRIBUTIONS RECEIVABLE:
Employee 152,474 212,575
Employer 221,861 749,918
INVESTMENT INCOME RECEIVABLE 121,951 582,961
INVESTMENTS, at contract or market value:
Circus Circus Common Stock Fund
(cost of $12,941,384 and $14,094,667) 6,623,637 12,374,271
Fixed Income Fund
(cost of $22,724,349 and $19,649,988) 22,724,349 19,649,988
General Common Stock Fund
(cost of $6,353,602 and $4,485,140) 10,107,554 7,064,988
U.S. Government Securities Fund
(cost of $1,398,167 and $1,054,608) 1,429,200 1,071,375
Capital Fund
(cost of $4,938,433 and $3,446,440) 5,232,603 3,849,320
Small Capitalization Index Fund
(cost of $2,560,880 and $1,468,075) 2,479,940 1,653,521
International Growth Fund
(cost of $1,602,153 and $997,687) 1,572,534 941,900
ESOP Fund
(cost of $10,631,560 and $12,201,278) 4,469,042 9,292,527
----------- -----------
NET ASSETS $59,491,289 $60,943,508
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CONTRIBUTIONS:
<S> <C>
Employee $ 6,903,478
Employer automatic 4,014,951
Employer matching 481,910
------------
Total contributions 11,400,339
------------
INVESTMENT INCOME:
Interest 66,770
Cash dividends 2,246,873
------------
Total investment income 2,313,643
------------
INVESTMENT LOSSES:
Realized losses, net (315,391)
Unrealized depreciation (7,093,413)
------------
Total net investment losses (7,408,804)
------------
INCREASE BEFORE DISTRIBUTIONS 6,305,178
BENEFIT DISTRIBUTIONS (7,757,397)
------------
DECREASE IN NET ASSETS (1,452,219)
NET ASSETS, beginning of year 60,943,508
------------
NET ASSETS, end of year $ 59,491,289
------------
------------
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
(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 Mandalay
Resort Group ("MRG") (formerly Circus Circus Enterprises, Inc.) 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 MRG except with respect to investments (see Note 2).
Plan amendments must be approved by MRG'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.
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.
-7-
<PAGE>
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 MRG's Board of Directors. No employer
discretionary contributions had been made through December 31, 1998.
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%
-8-
<PAGE>
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 $78,532 occurring during the 1997 Plan year will be allocated
among the remaining participants in proportion to the respective participant's
automatic contributions for the 1998 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.
-9-
<PAGE>
BENEFITS PAYABLE
Net assets available for benefits at December 31, 1998 and 1997 include
the market values of $407,894 and $11,111, 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 Circus Circus Enterprises, Inc. 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 Circus common stock held by this
fund as of the dates indicated are as follows:
<TABLE>
<CAPTION>
December 31,
----------------
1998 1997
---- ----
<S> <C> <C>
Number of shares 585,489 603,623
</TABLE>
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
-10-
<PAGE>
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 Investments 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 Kemper Investments,
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.
-11-
<PAGE>
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accrual Basis of Accounting
The Plan's financial statements are prepared on a modified accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
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 MRG's Board of Directors. All Plan expenses during 1998 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 $11.31 and $20.50 per share as of December 31, 1998 and 1997, respectively.
Subsequent to the end of the 1998 Plan year, the market value of the Company's
common stock increased to $21.00 on May 26, 1999.
(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
-12-
<PAGE>
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.
(6) SUBSEQUENT EVENTS
Effective May 1999, the Plan changed its trustee from Bank of America to Wells
Fargo Bank.
Pursuant to a vote by the Company's shareholders on June 17, 1999, the Company
changed its name to Mandalay Resort Group.
-13-
<PAGE>
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 1 OF 2
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998
CIRCUS
CIRCUS GENERAL U.S.
COMMON FIXED COMMON GOVERNMENT SMALL
STOCK INCOME STOCK SECURITIES CAPITAL CAPITALIZATION INTERNATIONAL
FUND FUND FUND FUND FUND INDEX FUND GROWTH FUND ESOP
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E FUND F FUND G FUND
------ ----------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ 4,356,144 $ 451,224 $ 2,835,947 $ 412,364 $ 93,008 $ 288,814 $ 139,080 $ 84,072 $ 51,635
CONTRIBUTIONS
RECEIVABLE:
Employee 152,474 20,391 50,622 30,495 7,636 20,495 14,205 8,630 -
Employer 221,861 22,766 146,725 21,371 4,827 14,774 7,035 4,363 -
EMPLOYEE TRANSFERS - (35,980) 162,956 (8,873 79,228 (175,208) 4,474 (26,597) -
INVESTMENT INCOME
RECEIVABLE 121,951 - 116,256 - 5,695 - - - -
INVESTMENTS, at contract
or market value:
Circus Circus Common
Stock Fund 6,623,637 6,623,637 - - - - - - -
Fixed Income Fund 22,724,349 - 22,724,349 - - - - - -
General Common Stock
Fund 10,107,554 - - 10,107,554 - - - - -
U.S. Government
Securities Fund 1,429,200 - - - 1,429,200 - - - -
Capital Fund 5,232,603 - - - - 5,232,603 - - -
Small Capitalization
Index Fund 2,479,940 - - - - - 2,479,940 - -
International Growth
Fund 1,572,534 - - - - - - 1,572,534 -
ESOP Fund 4,469,042 - - - - - - - 4,469,042
----------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
NET ASSETS $59,491,289 $7,082,038 $26,036,855 $10,562,911 $ 1,619,594 $5,381,478 $2,644,734 $1,643,002 $4,520,677
----------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
----------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these statements.
</TABLE>
-14-
<PAGE>
<TABLE>
<CAPTION>
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND SCHEDULE II
INVESTMENT PLAN PAGE 2 OF 2
COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
CIRCUS
CIRCUS GENERAL U.S.
COMMON FIXED COMMON GOVERNMENT SMALL
STOCK INCOME STOCK SECURITIES CAPITAL CAPITALIZATION INTERNATIONAL
FUND FUND FUND FUND FUND INDEX FUND GROWTH FUND ESOP
ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E FUND F FUND G FUND
------ ----------- ----------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH $ 3,500,164 $ 421,033 $ 2,355,491 $ 280,285 $ 60,062 $ 228,060 $ 94,818 $ 60,123 $ 292
CONTRIBUTIONS
RECEIVABLE:
Employee 212,575 33,580 84,755 32,009 5,973 31,542 14,968 9,748 -
Employer 749,918 90,239 504,693 60,054 12,869 48,865 20,316 12,882 -
FORFEITURES RECEIVABLE - 28,248 172,470 18,361 3,918 14,926 6,137 3,883 (247,943)
INVESTMENT INCOME
RECEIVABLE 582,961 - 109,300 75,295 - 167,777 115,243 115,346 -
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 - - - - - 1,653,521 - -
International Growth
Fund 941,900 - - - - - - 941,900 -
ESOP Fund 9,292,527 - - - - - - - 9,292,527
----------- ----------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
NET ASSETS $60,943,508 $12,947,371 $22,876,697 $ 7,530,992 $ 1,154,197 $4,340,490 $1,905,003 $1,143,882 $9,044,876
----------- ----------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
----------- ----------- ----------- ----------- ----------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these statement.
</TABLE>
-15-
<PAGE>
SCHEDULE III
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
CIRCUS CIRCUS
COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT
FUND INCOME FUND STOCK FUND SECURITIES FUND
TOTAL FUND A FUND B FUND C FUND D
----------- ----------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 6,903,478 $ 987,682 $ 2,318,934 $ 1,357,058 $ 272,782
Employer automatic 4,014,951 390,512 2,752,249 357,140 80,860
Employer matching 481,910 70,920 221,695 76,036 16,975
----------- ----------- ----------- ----------- ----------
Total contributions 11,400,339 1,449,114 5,292,878 1,790,234 370,617
----------- ----------- ----------- ----------- ----------
INVESTMENT INCOME:
Interest 66,770 - - - 66,770
Cash dividends 2,246,873 10,446 1,392,328 182,810 7,025
----------- ----------- ----------- ----------- ----------
Total investment income 2,313,643 10,446 1,392,328 182,810 73,795
----------- ----------- ----------- ----------- ----------
INVESTMENT GAINS (LOSSES):
Realized gains (losses),
net (315,391) (458,170) - 221,622 7,442
Unrealized appreciation
(depreciation) (7,093,413) (4,931,352) - 1,707,212 25,602
----------- ----------- ----------- ----------- ----------
Total net investment
gains (losses) ( 7,408,804) (5,389,522) - 1,928,834 33,044
----------- ----------- ----------- ----------- ----------
TRANSFERS - (520,352) (60,545) 185,670 139,328
----------- ----------- ----------- ----------- ----------
BENEFIT DISTRIBUTIONS (7,757,397) (1,415,019) (3,464,503) (1,055,629) (151,387)
----------- ----------- ----------- ----------- ----------
INCREASE (DECREASE) IN
NET ASSETS (1,452,219) (5,865,333) 3,160,158 3,031,919 465,397
NET ASSETS, beginning of year 60,943,508 12,947,371 22,876,697 7,530,992 1,154,197
----------- ----------- ----------- ----------- ----------
NET ASSETS, end of year $59,491,289 $ 7,082,038 $26,036,855 $10,562,911 $1,619,594
----------- ----------- ----------- ----------- ----------
----------- ----------- ----------- ----------- ----------
SMALL
CAPITAL CAPITALIZATION INTERNATIONAL
FUND INDEX FUND GROWTH FUND ESOP
FUND E FUND F FUND G FUND
---------- -------------- ------------- ----------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee $ 954,322 $ 630,548 $ 382,152 $ -
Employer automatic 246,485 115,849 71,856 -
Employer matching 52,954 26,751 16,579 -
---------- ---------- ---------- ----------
Total contributions 1,253,761 773,148 470,587 -
---------- ---------- ---------- ----------
INVESTMENT INCOME:
Interest
Cash dividends 316,735 174,290 161,205 2,034
---------- ---------- ---------- ----------
Total investment income 316,735 174,290 161,205 2,034
INVESTMENT GAINS (LOSSES):
Realized gains (losses),
net (9,401) (39,255) 56,175 (93,804)
Unrealized appreciation
(depreciation)
(39,266) (201,171) (20,904) (3,633,534)
---------- ---------- ---------- ----------
Total net investment
gains (losses) (48,667) (240 426) 35,271 (3,727,338)
---------- ---------- ---------- ----------
TRANSFERS (13,554) 329,662 (60,209) -
BENEFIT DISTRIBUTIONS (467,287) (296,943) (107,734) (798,895)
---------- ---------- ---------- ----------
INCREASE (DECREASE) IN
NET ASSETS 1,040,988 739,731 499,120 (4,524,199)
NET ASSETS, beginning of year 4,340,490 1,905,003 1,143,882 9,044,876
---------- ---------- ---------- ----------
NET ASSETS, end of year $5,381,478 $2,644,734 $1,643,002 $4,520,677
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
-16-
<PAGE>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1998
(Form 5500 Item 27(a))
At December 31, 1998 the Trustee held for the Plan the following investments:
<TABLE>
<CAPTION>
CONTRACT/
NUMBER OF MARKET
SHARES/UNITS COST VALUE
------------ ----------- -----------
<S> <C> <C> <C>
Circus Circus Common Stock Fund* 585,489 $12,941,384 $ 6,623,637
Fixed Income Fund 22,724,349 22,724,349 22,724,349
(Merrill Lynch Retirement Preservation Trust)
General Common Stock Fund 262,944 6,353,602 10,107,554
(S&P 500 Index Portfolio - SEI Fund Management)
U.S. Government Securities Fund 130,999 1,398,167 1,429,200
(Federated U.S. Government Securities Fund)
Capital Fund 152,066 4,938,433 5,232,603
(Merrill Lynch Capital Fund)
Small Capitalization Index Fund 116,978 2,560,880 2,479,940
(Vanguard Index Trust)
International Growth Fund 32,290 1,602,153 1,572,534
(Scudder International Fund)
ESOP Fund* 395,036 10,631,560 4,469,042
(Circus Circus Common Stock)
24,400,151 $63,150,528 $54,638,859
</TABLE>
* Party in interest
-17-
<PAGE>
EIN# 88-0121916
CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING AND
INVESTMENT PLAN
REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Form 5500 Item 27(d))
(In thousands, except number of transactions)
<TABLE>
<CAPTION>
PURCHASES
-------------------------------
NUMBER OF CONTRACT/
TRANSACTIONS SHARES COST MARKET VALUE
------------ ------ ------- ------------
<S> <C> <C> <C> <C>
REPORTABLE TRANSACTIONS BY ISSUE:
SEI Trust Funds Treasury 656 18,725 $18,725 $18,725
Merrill Lynch Retirement Preservation Trust 137 7,511 7,511 7,511
Circus Circus Stock* 132 111 1,818 1,256
Equity Account (Fund C) 137 97 3,323 3,729
</TABLE>
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
<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 615 18,644 $18,644 $18,644 $ -
Merrill Lynch Retirement Preservation Trust 42 4,436 4,436 4,436 -
Circus Circus Stock* 80 187 4,541 3,276 (1,265)
Equity Account (Fund C) 32 65 1,455 2,209 765
</TABLE>
INDIVIDUALLY REPORTABLE TRANSACTIONS:
N/A
* Party in interest
-18-
<PAGE>
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.
Mandalay Resort Group
(formerly Circus Circus Enterprises, Inc.)
as Plan Administrator of the
Circus Circus Employees' Profit
Sharing and Investment Plan
June 29, 1999 By GLENN SCHAEFFER
--------------------------------
Glenn Schaeffer
President, Chief Financial Officer
and Treasurer
-19-
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
23 Consent of Arthur Andersen LLP
-20-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated May 26, 1999 included in this Form 11-K, into Mandalay
Resort Group's (formally Circus Circus Enterprises, Inc.) previously filed
Registration Statement File No. 33-18278 on Form S-8.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 26, 1999
