<PAGE>
UNITED STATES
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, 1998
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 Identification
incorporation or organization) 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:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, $.01-2/3 New York Stock Exchange and
Par Value Pacific Exchange
Common Stock Purchase Rights New York Stock Exchange and
Pacific 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. [ ]
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 20, 1998 (based upon the last reported sale price on the New York
Stock Exchange on such date) was $1,598,200,968.
The number of shares of Registrant's Common Stock, $.01-2/3 par
value, outstanding at April 20, 1998: 95,129,383.
----------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
PART II - Portions of the Registrant's Annual Report to
Stockholders for the year ended January 31, 1998 are incorporated by
reference into Items 7 through 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 18,
1998, are incorporated by reference into Items 10 through 13, inclusive.
<PAGE>
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, 1998 as required by Rule 3-09 of
Regulation S-X. Through its wholly owned subsidiary, Nevada Landing
Partnership, the Company owns a 50% interest in Elgin Riverboat Resort-
Riverboat Casino. 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 37 through 53 of the 1998
Annual Report, which pages are included as part of Exhibit 13 to this
Report.
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Year Ended January 31, 1998
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ 344,098 $ 343,292 $ 341,852 $ 325,245 $1,354,487
Income from operations 82,638 62,747 59,650 31,465 236,500
Income before income tax 59,367 38,876 43,061 6,618 147,922
Net income 37,489 24,488 27,223 708 89,908
Basic earnings per share $ .40 $ .26 $ .29 $ .01 $ .95
Diluted earnings per share $ .39 $ .26 $ .29 $ .01 $ .94
</TABLE>
Year Ended January 31, 1997
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER TOTAL
--------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
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
Basic earnings per share $ .42 $ .07 $ .34 $ .16 $ .99
Diluted earnings per share $ .41 $ .07 $ .33 $ .15 $ .97
</TABLE>
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<PAGE>
Elgin Riverboat Resort - Riverboat Casino
Balance Sheets
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34,006,385 $ 36,879,271
Accounts receivable 3,722 80,370
Inventories 271,271 390,275
Prepaid expenses 1,251,757 1,930,296
------------ ------------
Total current assets 35,533,135 39,280,212
Property and equipment, net 82,770,290 89,110,218
Other assets 54,500 237,120
------------ ------------
Total assets $118,357,925 $128,627,550
------------ ------------
------------ ------------
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable $ 803,668 $ 433,407
Accrued liabilities 30,900,933 33,286,291
------------ ------------
Total current liabilities 31,704,601 33,719,698
------------ ------------
Total liabilities 31,704,601 33,719,698
Partners' equity 86,653,324 94,907,852
------------ ------------
Total liabilities and
partners' equity $118,357,925 $128,627,550
------------ ------------
------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-3-
<PAGE>
Elgin Riverboat Resort - Riverboat Casino
Statements of Operations
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Revenues:
Casino $ 256,167,427 $ 241,943,689 $ 233,074,809
Food and beverage 20,433,412 18,550,330 17,148,086
Admissions and other 9,814,091 9,808,754 9,441,806
------------- ------------- -------------
286,414,930 270,302,773 259,664,701
Less: promotional allowances (20,214,157) (18,664,088) (16,243,962)
------------- ------------- -------------
266,200,773 251,638,685 243,420,739
------------- ------------- -------------
Operating expenses:
Casino 134,456,692 99,702,338 92,886,998
Food and beverage 6,924,198 6,612,865 7,280,565
General and administrative 32,706,338 37,431,032 24,972,009
Depreciation and amortization 9,159,722 8,528,455 8,216,672
Other operating expenses 13,768,135 10,713,224 10,299,447
------------- ------------- -------------
197,015,085 162,987,914 143,655,691
------------- ------------- -------------
Operating income 69,185,688 88,650,771 99,765,048
------------- ------------- -------------
Other income (expense):
Interest income 1,002,700 990,908 300,206
Loss on asset disposal (242,916) (225,723) (100,014)
------------- ------------- -------------
759,784 765,185 200,192
------------- ------------- -------------
Net income $ 69,945,472 $ 89,415,956 $ 99,965,240
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-4-
<PAGE>
Elgin Riverboat Resort - Riverboat Casino
Statements of Partners' Equity
for each of the three years ended December 31, 1998
<TABLE>
<CAPTION>
Nevada
Landing
Partnership RBG, L.P. TOTAL
<S> <C> <C> <C>
Balance, January 1, 1996 $ 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
Net income 34,972,736 34,972,736 69,945,472
Distributions to partners (39,100,000) (39,100,000) (78,200,000)
---------- ---------- -----------
Balance, December 31, 1998 $ 43,326,662 $ 43,326,662 $ 86,653,324
---------- ---------- -----------
---------- ---------- -----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-5-
<PAGE>
Elgin Riverboat Resort - Riverboat Casino
Statements of Cash Flows
for each of the three years ended December 31, 1998
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 69,945,472 $ 89,415,956 $ 99,965,240
Adjustments to reconcile net
income to net cash provided by
operating activities
Depreciation and amortization 9,159,722 8,528,455 8,216,672
Net loss from sale of asset 242,916 225,723 100,014
Increase (decrease) in cash attributable
to changes in assets and liabilities:
Accounts receivable 76,648 106,671 (50,225)
Inventories 119,004 (71,770) (143,556)
Prepaid expenses 678,539 (20,295) 97,659
Other assets 182,620 728,378 546,359
Accounts payable 370,261 (1,351) (241,254)
Accrued expenses (2,385,358) 14,578,616 14,673,505
------------ ------------ ------------
Net cash provided by operating
activities 78,389,824 113,490,383 123,164,414
------------ ------------ ------------
Cash flows from investing activities:
Capital expenditures (3,063,911) (1,788,594) (2,593,361)
Proceeds from sale of fixed assets 1,201 208,365 51,000
------------ ------------ ------------
Net cash used in investing activities (3,062,710) (1,580,229) (2,542,361)
------------ ------------ ------------
Cash flows from financing activities:
Distributions to partners (78,200,000) (98,500,000) (109,400,000)
Payments on notes payable -- -- (116,119)
Net cash used in financing activities (78,200,000) (98,500,000) (109,516,119)
------------ ------------ ------------
Net increase (decrease) in cash and
Cash equivalents (2,872,886) 13,410,154 11,105,934
Cash and cash equivalents, beginning of year 36,879,271 23,469,117 12,363,183
------------ ------------ ------------
Cash and cash equivalents, end of year $ 34,006,385 $ 36,879,271 $ 23,469,117
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
-6-
<PAGE>
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. Subsequent to the initial three-year term, the license has been
renewed for one-year periods on an annual basis.
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:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Admissions and other $10,705,450 $10,503,250 $10,285,198
Food and beverage 10,013,585 8,276,075 6,470,703
----------- ----------- -----------
$20,719,035 $18,779,325 $16,755,901
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
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.
-7-
<PAGE>
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
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:
<TABLE>
<CAPTION>
<S> <C>
Buildings 39 Years
Riverboat 20 Years
Land improvements 15 Years
Furniture, fixtures and
equipment, gaming and computer equipment 5-7 Years
</TABLE>
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.
-8-
<PAGE>
3. PROPERTY AND EQUIPMENT:
A summary of property and equipment at December 31, 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Buildings $ 29,070,069 $ 29,070,069
Riverboat 52,799,655 52,799,655
Land improvements 5,517,891 5,501,167
Furniture, fixtures and equipment,
gaming and computer equipment 30,569,402 27,875,396
Construction in progress -- 25,655
Total property and equipment 117,957,017 115,271,942
Less: accumulated depreciation
and amortization 35,186,727 26,161,724
Property and equipment, net $82,770,290 $89,110,218
</TABLE>
4. ACCRUED LIABILITIES
A summary of property and equipment at December 31, 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Accrued "Grand Victoria Foundation"
& Kane County donation $ 19,177,996 $24,159,571
Accrued payroll, vacation and 2,878,787 2,254,851
related taxes
Reserve for slot club redemptions 2,347,360 1,648,114
Accrued rent expense 762,308 920,222
Accrued property taxes 828,727 794,015
Reserve for progressive jackpots 1,989,831 1,838,535
Unredeemed chip/token liability 564,805 589,754
Accrued dealer's tips 417,443 382,997
Accrued gaming and sales taxes 288,840 257,771
Kane County Forest Preserve trust agreement 125,000 125,000
Other 1,519,836 315,461
------------ -----------
Total accrued liabilities $ 30,900,933 $33,286,291
------------ -----------
------------ -----------
</TABLE>
-9-
<PAGE>
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 equal to the greater of (i) $107,195 or (ii) three
percent of the Joint Venture's annual net operating income, as defined.
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, 1998 and 1997 were $182,620 and $913,098, respectively, and
are included in prepaid expenses and other assets.
The future minimum lease commitments under the ground lease as of
December 31, 1998 are as follows:
<TABLE>
<S> <C> <C>
1999 $107,195
2000 107,195
2001 107,195
2001 107,195
2003 and thereafter 188,839
</TABLE>
Rent expense for the years ended December 31, 1998, 1997 and 1996 were
$3,039,686, $3,890,851, and $3,781,229, respectively.
-10-
<PAGE>
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, 1998, 1997 and 1996, 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 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. 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,
1998, 1997, and 1996 were $19,177,996, $23,993,096 and $12,219,654,
respectively.
8. RELATED PARTY TRANSACTIONS
During 1996, the employment of certain 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 $392,740, $293,261 and $211,051 in 1998, 1997 and 1996,
respectively.
-11-
<PAGE>
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, 1998 and 1997, and
the related statements of operations, partners' equity and cash flows for
each of the three years in the period ended December 31, 1998. 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 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, 1998 and 1997, and the results of its
operations, partners' equity and cash flows for each of the three years in
the period ended December 31, 1998 in conformity with generally accepted
accounting principles.
PRICEWATERHOUSECOOPERS LLP
January 14, 1999
-12-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Consolidated Financial Statements:
<TABLE>
<CAPTION>
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES Page
----
<S> <C>
Consolidated Balance Sheets as of January 31, 1998 and
1997................................................... 37 *
Consolidated Statements of Income for the three years
ended January 31, 1998................................. 38 *
Consolidated Statements of Cash Flows for the three
years ended January 31, 1998........................... 39 *
Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1998................. 40 *
Notes to Consolidated Financial Statements............. 41 *
Report of Independent Public Accountants............... 53 *
(a)(2) Supplemental Financial Statement Schedules:
None.
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
Balance Sheets as of December 31, 1998 and 1997....... 3 **
Statements of Operations for the three years ended
December 31, 1998...................................... 4 **
Statements of Partners' Equity for each of the three
years ended December 31, 1998.......................... 5 **
Statements of Cash Flows for each of the three years
ended December 31, 1998................................ 6 **
Notes to Financial Statements.......................... 7 **
Report of Independent Accountants...................... 12 **
</TABLE>
- -----------------------------
* Refers to page of the Annual Report to Stockholders for the year ended
January 31, 1998, the incorporated portions of which are included as
Exhibit 13 to this Report.
** Refers to page in this amendment.
(a)(3) Exhibits:
The following exhibits are filed as a part of this Report or incorporated herein
by reference:
-13-
<PAGE>
3(i)(a). Restated Articles of Incorporation of the Company as of July
15, 1988 and Certificate of Amendment thereto, dated June 29,
1989. (Incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1991.)
3(i)(b). Certificate of Division of Shares into Smaller Denominations,
dated June 20, 1991. (Incorporated by reference to Exhibit
3(b) to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1992.)
3(i)(c). Certificate of Division of Shares into Smaller Denominations,
dated June 22, 1993. (Incorporated by reference to Exhibit
3(i) to the Company's Current Report on Form 8-K dated July 21,
1993.)
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). Amended and Restated $2.0 Billion Loan Agreement, dated as of May
23, 1997, 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 the related Subsidiary
Guarantee dated May 23, 1997, of the Company's subsidiaries named
therein. (Incorporated by reference to Exhibit 4(a) to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 30, 1997.)
-14-
<PAGE>
4(d). Amendment No. 1 to Amended and Restated $2.0 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 for the quarterly
period ended October 31, 1997.)
4(e). 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(f). 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(g). Interest Rate Cap Agreement, dated October 20, 1997, between the
Company and Morgan Guaranty Trust Company of New York.
(Incorporated by reference to Exhibit 4(f) to the Company's
Quarterly Report for the quarterly period ended October 31, 1997.)
4(h). Interest Rate Cap Agreement, dated January 13, 1998, between the
Company and Morgan Guaranty Trust Company of New York.
4(i). Grid Promissory Note, dated October 17, 1997, between the Company
and Lyon Short Term Funding Corp. (Incorporated by reference to
Exhibit 4(g) to the Company's Quarterly Report for the quarterly
period ended October 31, 1997.)
4(j). Commercial Paper Dealer Agreement, dated October 9, 1997, between
the Company and Merrill Lynch Money Markets Inc. (Incorporated by
reference to Exhibit 4(b) to the Company's Quarterly Report for the
quarterly period ended October 31, 1997.)
4(k). Commercial Paper Dealer Agreement, dated October 9, 1997, between
the Company and BancAmerica Robertson Stephens. (Incorporated by
reference to Exhibit 4(c) to the Company's Quarterly Report for the
quarterly period ended October 31, 1997.)
4(l). Commercial Paper Dealer Agreement, dated October 9, 1997, between
the Company and Credit Suisse First Boston Corporation.
(Incorporated by reference to Exhibit 4(d) to the Company's
Quarterly Report for the quarterly period ended October 31, 1997.)
-15-
<PAGE>
4(m). Issuing and Paying Agency Agreement, dated October 9, 1997, between
the Company and The Chase Manhattan Bank. (Incorporated by
reference to Exhibit 4(e) to the Company's Quarterly Report for the
quarterly period ended October 31, 1997.)
4(n). 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(o). 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(p). 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(q). 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(r). 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(s). 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(t). 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.)
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<PAGE>
4(u). 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(v). 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.
(Incorporated by reference to Exhibit 10 to the Post Effective
Amendment No. 4 to the Company's Registration Statement (No.
33-39215) on Form S-8.)
10(e).* Amended and Restated 1991 Stock Incentive Plan of the Company.
(Incorporated by reference to Exhibit 10 to the Post Effective
Amendment No. 3 to the Company's Registration Statement (No.
33-56420) on Form S-8.)
10(f).* Amended and Restated 1993 Stock Option Plan of the Company.
(Incorporated by reference to Exhibit 10 to the Post Effective
Amendment No. 2 to the Company's Registration Statement (No.
33-53303) on Form S-8.)
10(g).* 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(h).* 1998 Stock Option Plan (Incorporated by reference to Exhibit 4(g)
to the Company's Registration Statement (No.333-51073) on Form S-8.)
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<PAGE>
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). 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(p). 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.)
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<PAGE>
10(q). 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(r). 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(s). 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(t). 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(u). 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(v). Amended and Restated Credit Agreement, dated November 25, 1997, by
and among Circus and Eldorado Joint Venture, the Banks named
therein and Bank of America National Trust and Savings Association
as Administrative Agent, and the related Note, Amended and Restated
Make-Well Agreement and Amended and Restated Deed of Trust.
(Incorporated by reference to Exhibit 4(h) to the Company's
Quarterly Report for the quarterly period ended October 31, 1997.)
10(w). 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(x). 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
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<PAGE>
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(y). 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(z). 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(aa). 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(bb). 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.)
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<PAGE>
10(cc). 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(dd).* 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(ee).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Clyde Turner.
10(ff).* Agreement and Release dated January 17, 1998, by and between the
Company and Clyde Turner.
10(gg).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Michael S. Ensign.
10(hh).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Glenn W. Schaeffer.
10(ii).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and William A. Richardson.
10(jj).* Amendment and Restatement of Employment Agreement dated July 14, 1997,
by and between the Company and Kurt D. Sullivan.
10(kk).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Antonio C. Alamo.
10(ll).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Gregg H. Solomon.
10(mm). 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.)
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<PAGE>
10(nn). 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(oo). 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(pp). 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(qq). 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.)
10(rr). 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(ss). 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(tt). 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.)
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<PAGE>
10(uu). 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(vv). 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(ww). 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(xx). Amendment No.6 to the Victoria Partners Loan Agreement, dated as of
April 12, 1997. (Incorporated by reference to Exhibit 10(ccc) to
the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997.)
10(yy). 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(zz). 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(aaa). 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(bbb). 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(ccc). 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.)
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<PAGE>
10(ddd). 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(eee). 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(fff). 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. (Incorporated by reference to Exhibit 10(kkk) to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1997.)
10(ggg).* Description of Consulting Plan adopted June 21, 1996.
(Incorporated by reference to Exhibit 10(lll) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1997.)
10(hhh). Letter agreement between the Company and Atwater Casino Group,
L.L.C., and related Executive Summary. (Incorporated by reference
to Exhibit 10(a) to the Company's Amendment on Form 10-Q/A dated
August 1, 1997.)
10(iii). Operating Agreement, dated October 7, 1997, by and between Circus
Circus Michigan, Inc. and Atwater Casino Group, L.L.C.
(Incorporated by reference to Exhibit 10(a) to the Company's
Quarterly Report for the quarterly period ended October 31, 1997.)
10(jjj). Development Agreement, dated as of March 12, 1998, by and among
Detroit Entertainment, L.L.C., the City of Detroit and the Economic
Development Corporation of the City of Detroit for the City of
Detroit Casino Development Project (without exhibits) and the
related Second Letter of Corrections to the Development Agreement
dated April 8, 1998.
10(kkk). Hotel Pre-opening Services Agreement, dated as of January 1, 1997,
by and among the Company and Four Seasons Hotels Limited.
10(lll). Hotel Management Agreement, dated as of March 10, 1998, by and
among the Company, Mandalay Corp. and Four Seasons Hotel Limited.
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<PAGE>
10(mmm). Hotel License Agreement, dated as of March 10, 1998, by and among
Mandalay Corp. and Four Seasons Hotel Limited.
13. Portions of the Annual Report to Stockholders for the Year Ended
January 31, 1998 specifically incorporated by reference as part of
this Report.
21. Subsidiaries of the Company.
23. Consent of Arthur Andersen LLP.
23(b). Consent of PricewaterhouseCoopers LLP
27(a). Financial Data Schedule for the year ended January 31, 1998 as
required under EDGAR.
27(b). Restated Financial Data Schedule for the three-month period ended
April 30, 1997.
27(c). Restated Financial Data Schedule for the year ended January 31, 1997.
27(d). Restated Financial Data Schedule for the nine-month period ended
October 31, 1996.
27(e). Restated Financial Data Schedule for the six-month period ended
July 31, 1996.
27(f). Restated Financial Data Schedule for the three-month period ended
April 30, 1996.
27(g). Restated Financial Data Schedule for the year ended January 31,
1996.
- ---------------
* This exhibit is a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Report.
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<PAGE>
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,
1998, 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.
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<PAGE>
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 29, 1999 By: /s/ GLENN SCHAEFFER
----------------------------
Glenn Schaeffer,
President, Chief Financial
Officer and Treasurer
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<PAGE>
INDEX TO EXHIBITS
FORM 10-K/A
(AMENDMENT NO.1)
Fiscal Year Ended
January 31, 1998
EXHIBIT NUMBER 23(b).
Consent of PricewaterhouseCoopers LLP
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<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of our report dated January 14, 1999 relating
to the financial statements of the Elgin Riverboat Resort-Riverboat Casino as
of December 31, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998 included (or incorporated by reference) into the
filing on Form 10-K/A on or about March 29, 1999, of Circus Circus
Enterprises, Inc. (the "Company") for the year ended January 31, 1998, 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, 33-53303 and
333-51073 and into the Company's previously filed Form S-3 Registration
Statement File No. 333-60975.
PricewaterhouseCoopers LLP
March 29, 1999
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