<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, 1999
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
-------------------------------------------
MANDALAY RESORT GROUP (formerly 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.)
3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89119
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(702)632-6700
-------------
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. /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 19, 1999 (based upon the last reported sale price on the New York
Stock Exchange on such date) was $1,622,116,907.
The number of shares of Registrant's Common Stock, $.01-2/3 par
value, outstanding at April 19, 1999: 90,258,088.
DOCUMENTS INCORPORATED BY REFERENCE
PART II - Portions of the Registrant's Annual Report to Stockholders
for the year ended January 31, 1999 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 17,
1999, 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, 1999 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 1999 Annual
Report, which pages are included as part of Exhibit 13 to this Report.
Year Ended January 31, 1999
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Revenue $ 356,962 $ 384,661 $ 382,449 $ 355,708 $1,479,780
Income from operations 61,059 66,105 64,257 51,358 242,779
Income before income tax 35,794 40,043 39,289 25,689 140,815
Net income 21,607 25,285 23,716 14,590 85,198
Basic earnings per share $ .23 $ .27 $ .25 $ .16 $ .90
Diluted earnings per share $ .23 $ .27 $ .25 $ .16 $ .90
</TABLE>
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>
2
<PAGE>
Elgin Riverboat Resort - Riverboat Casino
Balance Sheets
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
Current assets:
Cash and cash equivalents $43,684,544 $ 34,006,385
Accounts receivable, net of
allowance for doubtful accounts
of $191,911 at December 31, 1999 690,069 3,722
Inventories 420,586 271,271
Prepaid expenses 1,087,828 1,251,757
----------- ------------
Total current assets 45,883,027 35,533,135
Property and equipment, net 76,538,358 82,770,290
Other assets 55,400 54,500
----------- ------------
Total assets $122,476,785 $118,357,925
============ ============
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable $ 392,681 $ 803,668
Accrued liabilities 38,615,364 30,900,933
------------ -----------
Total current liabilities 39,008,045 31,704,601
------------ ----------
Total liabilities 39,008,045 31,704,601
Partners' equity 83,468,740 86,653,324
------------ ------------
Total liabilities and
partners' equity $122,476,785 $118,357,925
============ ============
</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, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Revenues:
Casino $316,840,285 $256,167,427 $241,943,689
Food and beverage 27,157,258 20,433,412 18,550,330
Admissions and other 10,608,140 9,814,091 9,808,754
----------- ----------- -----------
354,605,683 286,414,930 270,302,773
Less: promotional allowances (27,197,384) (20,214,157) (18,664,088)
----------- ----------- -----------
327,408,299 266,200,773 251,638,685
----------- ----------- -----------
Operating expenses:
Casino 168,220,654 134,456,692 99,702,338
Food and beverage 6,379,957 6,924,198 6,612,865
General and administrative 39,378,146 32,706,338 37,431,032
Depreciation and amortization 9,111,407 9,159,722 8,528,455
Other operating expenses 14,080,875 13,768,135 10,713,224
----------- ----------- -----------
237,171,039 197,015,085 162,987,914
----------- ----------- -----------
Operating income 90,237,260 69,185,688 88,650,771
----------- ----------- -----------
Other income (expense):
Interest income 1,029,656 1,002,700 990,908
Gain (loss) on asset disposal 48,500 (242,916) (225,723)
----------- ----------- -----------
1,078,156 759,784 765,185
----------- ----------- -----------
Net income $91,315,416 $69,945,472 $89,415,956
=========== =========== ===========
</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, 1999
<TABLE>
<CAPTION>
LANDING
PARTNERSHIP RBG, L.P. TOTAL
<S> <C> <C> <C>
Balance, January 1, 1997 $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
Net income 45,657,708 45,657,708 91,315,416
Distributions to partners (47,250,000) (47,250,000) (94,500,000)
---------- ---------- ----------
Balance, December 31, 1999 $41,734,370 $41,734,370 $83,468,740
========== ========== ==========
</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, 1999
<TABLE>
<CAPTION>
1999 1998 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $91,315,416 $69,945,472 $89,415,956
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 9,111,407 9,159,722 8,528,455
Net (gain) loss from sale of asset (48,500) 242,916 225,723
Increase (decrease) in cash attributable
to changes in assets and liabilities:
Accounts receivable (686,347) 76,648 106,671
Inventories (149,315) 119,004 (71,770)
Prepaid expenses 163,929 678,539 (20,295)
Other assets (900) 182,620 728,378
Accounts payable (410,987) 370,261 (1,351)
Accrued expenses 7,714,431 (2,385,358) 14,578,616
----------- ----------- -----------
Net cash provided by operating
activities 107,009,134 78,389,824 113,490,383
----------- ----------- -----------
Cash flows from investing activities:
Capital expenditures (2,879,475) (3,063,911) (1,788,594)
Proceeds from sale of fixed assets 48,500 1,201 208,365
----------- ----------- -----------
Net cash used in investing activities (2,830,975) (3,062,710) (1,580,229)
Cash flows from financing activities:
Distributions to partners (94,500,000) (78,200,000) (98,500,000)
----------- ----------- -----------
Net cash used in financing activities (94,500,000) (78,200,000) (98,500,000)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 9,678,159 (2,872,886) 13,410,154
Cash and cash equivalents, beginning of year 34,006,385 36,879,271 23,469,117
----------- ----------- -----------
Cash and cash equivalents, end of year $43,684,544 $34,006,385 $36,879,271
=========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
<PAGE>
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
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. 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>
1999 1998 1997
<S> <C> <C> <C>
Admissions and other $ 9,843,693 $10,705,450 $10,503,250
Food and beverage 13,788,717 10,013,585 8,276,075
----------- ----------- -----------
$23,632,410 $20,719,035 $18,779,325
=========== =========== ===========
</TABLE>
Cash and Cash Equivalents
The Joint Venture considers all highly liquid investments purchased
with an original 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>
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
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:
<TABLE>
<S> <C>
Buildings 39 years
Riverboat 20 years
Land improvements 15 years
Furniture, fixtures and equipment,
gaming and computer equipment 2-7 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.
Reclassifications
Certain 1998 footnote disclosure amounts have been reclassified to
conform with 1999 presentation.
8
<PAGE>
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3. Property and Equipment:
A summary of property and equipment at December 31, 1999 and 1998 is as
follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Buildings $29,070,069 $29,070,069
Riverboat 52,799,655 52,799,655
Land improvements 5,517,891 5,517,891
Furniture, fixtures and equipment,
gaming and computer equipment 33,411,141 30,569,402
Construction in progress 33,228 -
------------ ------------
Total property and equipment 120,831,984 117,957,017
Less: accumulated depreciation and
amortization 44,293,626 35,186,727
------------ ------------
Property and equipment, net $ 76,538,358 $ 82,770,290
============ ============
</TABLE>
4. Accrued Liabilities
A summary of accrued liabilities at December 31, 1999 and 1998 is as
follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Accrued "Grand Victoria Foundation"
& Kane County donation $24,394,158 $19,177,996
Accrued payroll, vacation and related
taxes 2,355,796 2,761,299
Reserve for slot club redemptions 2,570,533 2,347,360
Accrued rent expense 1,180,221 762,308
Accrued property taxes 750,000 828,727
Reserve for progressive jackpots 3,137,545 1,989,831
Unredeemed chip/token liability 651,214 564,805
Accrued employees' tips 244,025 417,443
Accrued gaming and sales taxes 477,264 288,840
Kane County Forest Preserve trust
agreement 125,000 125,000
Accrued liability insurance 570,901 117,488
Accrued audit and legal 205,100 60,471
Unclaimed property liability 149,671 100,005
Other 1,803,936 1,359,360
----------- -----------
Total accrued liabilities $38,615,364 $30,900,933
=========== ===========
</TABLE>
9
<PAGE>
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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 initial 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. 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 was $182,620. No amounts remained as of December 31,
1999.
The future minimum lease commitments under the ground lease as of
December 31, 1999 are as follows:
<TABLE>
<S> <C>
2000 107,195
2001 107,195
2002 107,195
2003 107,195
2004 81,938
</TABLE>
Rent expense for the years ended December 31, 1999, 1998 and 1997 were
$3,931,310, $3,039,686, and $3,890,851, 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, 1999, 1998 and 1997, the
Joint Venture has paid amounts in excess of the guarantee.
10
<PAGE>
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
NOTES TO FINANCIAL STATEMENTS, CONTINUED
7. Commitments, continued
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. This commitment must be paid within 120
days of the end of the fiscal year for which it has been calculated.
Donation expense for the years ended December 31, 1999, 1998, and 1997
were $24,394,158, $19,177,996 and $23,993,096, respectively.
8. Related Party Transactions
Employment expenses for certain key Joint Venture employees are paid by
one of the Joint Venture Partners. 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. The Joint Venture
expensed contributions in the amount of $404,175, $392,740 and $293,261
in 1999, 1998 and 1997, respectively.
11
<PAGE>
Report of Independent Accountants
To the Partners of the Elgin Riverboat Resort -
Riverboat Casino
In our opinion, the accompanying balance sheets and the related statements of
operations, partners' equity and cash flows present fairly, in all material
respects, the financial position of Elgin Riverboat Resort - Riverboat Casino
("Joint Venture") at December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted
in the United States. 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 of
these statements in accordance with auditing standards generally accepted in
the United States, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
January 14, 2000
12
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Consolidated Financial Statements:
MANDALAY RESORT GROUP AND SUBSIDIARIES (formerly known as Circus Circus
Enterprises, Inc.)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Balance Sheets as of January 31, 1999 and
1998 .................................................................. 38*
Consolidated Statements of Income for the three years
ended January 31, 1999 ................................................ 39*
Consolidated Statements of Cash Flows for the three
years ended January 31, 1999 .......................................... 40*
Consolidated Statements of Stockholders' Equity for
the three years ended January 31, 1999 ................................ 41*
Notes to Consolidated Financial Statements ............................... 42*
Report of Independent Public Accountants ................................. 55*
(a)(2) Supplemental Financial Statement Schedules:
None.
ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO
Balance Sheets as of December 31, 1999 and 1998 .......................... 3**
Statements of Operations for the three years ended
December 31, 1999 ........................................................ 4**
Statements of Partners' Equity for each of the three
years ended December 31, 1999 ............................................ 5**
Statements of Cash Flows for each of the three years
ended December 31, 1999 .................................................. 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, 1999, the incorporated portions of which are included as
Exhibit 13 to this Report.
** Refers to page in this amendment.
13
<PAGE>
(a)(3) Exhibits:
The following exhibits are filed as a part of this Report or incorporated
herein by reference:
<TABLE>
<S> <C>
3(i)(a). Restated Articles of Incorporation of the Company as of July 15,
1988 and Certificate of Amendment thereto, dated June 29, 1989.
(Incorporated by reference to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1991.)
3(i)(b). Certificate of Division of Shares into Smaller Denominations, dated
June 20, 1991. (Incorporated by reference to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1992.)
3(i)(c). Certificate of Division of Shares into Smaller Denominations, dated
June 22, 1993. (Incorporated by reference to Exhibit 3(i) to the
Company's Current Report on Form 8-K dated July 21, 1993.)
3(ii). Restated Bylaws of the Company dated April 30, 1999.
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.)
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.)
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
4(e). Amendment No. 2 to the $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 on Form 10-Q for the quarterly period ended April
30, 1998.)
4(f). 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(g). 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(h). 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(i). Interest Rate Cap Agreement, dated January 13, 1998, between the
Company and Morgan Guaranty Trust Company of New York. (Incorporated
by reference to Exhibit 4(h) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998.)
4(j). 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(k). 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(l). 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.)
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
4(m). 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.)
4(n). 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(o). 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(p). 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(q). 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(r). 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(s). 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(t). 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.)
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4(u). 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(v). 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(w). 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.)
4(x). Instrument of Joinder, dated May 31, 1998, by Mandalay Corp.,
pursuant to the Subsidiary Guaranty dated as of May 23, 1997, with
respect to the Amended and Restated $2.0 Billion Loan Agreement, in
favor of 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
quarterly period ended July 31, 1998.)
4(y). Indenture dated November 20, 1998, by and between the Company and
The Bank of New York, as Trustee. (Incorporated by reference to
Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1998.)
4(z). Supplemental Indenture, dated November 20, 1998, by and between the
Company and The Bank of New York, as Trustee, with respect to the
Company's 9-1/4% Senior Subordinated Notes due December 1, 2005.
(Incorporated by reference to Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1998.)
4(aa). 9-1/4% Senior Subordinated Notes due December 1, 2005 in the
principal amount of $275,000,000. (Incorporated by reference to
Exhibit 4(c) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1998.)
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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.)
10(i). 1999 Non-employee Directors Stock Option Plan.
10(j).* 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(k). 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.)
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10(l). 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(m). 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(n). 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(o). 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(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.)
</TABLE>
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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 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(x). 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(y). 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,
</TABLE>
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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(z). 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(aa). 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(bb). 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(cc). 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(dd). 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(ee).* 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.)
</TABLE>
21
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10(ff).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Clyde Turner. (Incorporated by
reference to Exhibit 10(ee) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998.)
10(gg).* Agreement and Release dated January 17, 1998, by and between the
Company and Clyde Turner. (Incorporated by reference to Exhibit
10(ff) to the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998.)
10(hh).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Michael S. Ensign.
(Incorporated by reference to Exhibit 10(gg) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.)
10(ii).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Glenn W. Schaeffer.
(Incorporated by reference to Exhibit 10(hh) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.)
10(jj).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and William A. Richardson.
(Incorporated by reference to Exhibit 10(ii) to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1998.)
10(kk).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Antonio C. Alamo. (Incorporated
by reference to Exhibit 10(kk) to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1998.)
10(ll).* Amendment and Restatement of Employment Agreement dated November 1,
1997, by and between the Company and Gregg H. Solomon. (Incorporated
by reference to Exhibit 10(ll) to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1998.)
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.)
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.)
</TABLE>
22
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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, J.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.)
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.)
</TABLE>
23
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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.)
</TABLE>
24
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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). 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(fff). 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(ggg). Amended and Restated Development Agreement, dated as of April 9,
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.
(Incorporated by reference to Exhibit 10(a) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended July
31, 1998.)
10(hhh). First Amendment to the Amended and Restated Development Agreement,
dated as of April 9, 1998, by and among Detroit Entertainments,
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. (Incorporated by reference to Exhibit 10(b) to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 31, 1998.)
10(iii). Hotel Pre-opening Services Agreement, dated as of January 1, 1997,
by and among the Company and Four Seasons Hotels Limited.
(Incorporated by reference to Exhibit 10(kkk) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1998.)
10(jjj). Hotel Management Agreement, dated as of March 10, 1998, by and among
the Company, Mandalay Corp. and Four Seasons Hotel Limited.
(Incorporated by reference to Exhibit 10(lll) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1998.)
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10(kkk). Hotel License Agreement, dated as of March 10, 1998, by and among
Mandalay Corp. and Four Seasons Hotel Limited. (Incorporated by
reference to Exhibit 10(mmm) to the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998.)
10(lll). Lease Intended As Security, dated October 30, 1998, among Circus
Circus Leasing, Inc., as lessee; the Company, as guarantor; First
Security Bank, National Association, as Trustee, the Banks named
therein and Bank of America National Trust and Savings Association,
as administrative agent for the Banks. (Incorporated by reference to
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended October 31, 1998.)
10(mmm). Guaranty, dated October 30, 1998, by the Company in favor of First
Security Bank, National Association, as Trustee, and the Banks named
therein. (Incorporated by reference to Exhibit 10(b) to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended October 31, 1998.)
10(nnn).* Circus Circus Enterprises, Inc. Supplemental Executive Retirement
Plan. (Incorporated by reference to Exhibit 10(c) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended October
31, 1998.)
13. Portions of the Annual Report to Stockholders for the Year Ended
January 31, 1999 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. Financial Data Schedule for the year ended January 31, 1999 as
required under EDGAR.
</TABLE>
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* This exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Report.
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.
26
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(b) During the fourth quarter of the fiscal year ended January
31, 1999, 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.
27
<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.
MANDALAY RESORT GROUP
(formerly Circus Circus Enterprises, Inc.)
Dated: March 23, 2000 By: GLENN SCHAEFFER
----------------------------------
Glenn Schaeffer,
President, Chief Financial Officer
and Treasurer
28
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INDEX TO EXHIBITS
FORM 10-K/A
Fiscal Year Ended
January 31, 1999
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
23(b). Consent of PricewaterhouseCoopers LLP.
</TABLE>
29
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Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of our report dated January 14, 2000 relating
to the financial statements of the Elgin Riverboat Resort-Riverboat Casino as of
December 31, 1999 and 1998, and for each of the three years in the period ended
December 31, 1999 included (or incorporated by reference) into the filing on
Form 10-K/A on or about March 29, 2000, of Mandalay Resort Group (the "Company")
for the year ended January 31, 1999, 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 27, 2000
