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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 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to _____________________
COMMISSION FILE NUMBER 0-16760
MGM GRAND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 88-0215232
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3799 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(702) 891-3333
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- ---------------------
Common Stock, $.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) 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 Registrant's Common Stock held by non-
affiliates (based on the closing price on the New York Stock Exchange--
Composite Transactions on March 14, 1996) was approximately $509 million. As
of March 14, 1996, 49,085,075 shares of Registrant's Common Stock, $.01 par
value, were outstanding.
Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1995 are incorporated by reference into Part II of this Form 10-
K. Portions of the Registrant's Proxy Statement dated March 29, 1996 are
incorporated by reference into Part III of this Form 10-K.
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PART IV
Item 14(a) 3. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3(1) Certificate of Incorporation of Company, as amended (incorporated by
reference to Exhibit 3(1) to Registration Statement No. 33-3305).
3(2) Bylaws of Company, as amended (incorporated by reference to Exhibit
3(2) to Registration Statement No. 33-30337).
4 Indenture, dated as of May 1, 1992, among MGM Grand Hotel Finance
Corp. ("MGM
Finance"), as issuer, the Company, as guarantor, MGM Grand Hotel,
Inc. ("MGM Grand Hotel"), as obligor with respect to certain cove-
nants, and U.S. Trust Company of California, N.A., a national bank-
ing corporation validly organized and existing under the laws of the
United States, as Trustee (the "Trustee"), relating to First Mort-
gage Notes, including forms of First Mortgage Notes (incorporated by
reference to Exhibit (A)(IV) of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1992).
10(1) MGM Grand, Inc. Nonqualified Stock Option Plan (incorporated by ref-
erence to Exhibit A to the Company's Proxy Statement dated March 30,
1990).
10(2) MGM Grand, Inc. Incentive Stock Option Plan (incorporated by refer-
ence to Exhibit B to the Company's Proxy Statement dated March 30,
1990).
10(3) Credit Agreement, as amended, among MGM Finance, MGM Grand Hotel and
Bank of America N.T. & S.A. ("Bank Agent") and the banks named
therein (the "Banks") (incorporated by reference to Exhibit 10(8) of
the Company's 1992 10-K), together with amendments.
10(4) Guaranty executed by the Company in favor of Bank Agent and the
Banks (incorporated by reference to Exhibit 10(9) of the Company's
1992 10-K and Exhibit 10(3) to the Company's 1994 10-K).
10(5) Intercreditor Agreement by and among the Trustee, Bank Agent and
Continental Bank, N.A., a national banking association ("Secured
Lenders' Agent"), together with the consent thereto of MGM Finance
(incorporated by reference to Exhibit 10(10) of the Company's 1992
10-K).
10(6) Collateral Assignment by MGM Finance in favor of Secured Lender's
Agent, together with the consent thereto of the Company, MGM Grand
Hotel, and MGM Grand Movieworld, Inc., a Nevada corporation
("Movieworld") (incorporated by reference to Exhibit 10(11) of the
Company's 1992 10-K).
10(7) Stock Pledge Agreement by and between the Company and Secured Lend-
ers' Agent (incorporated by reference to Exhibit 10(12) of the
Company's 1992 10-K).
10(8) Loan Agreement between MGM Grand Hotel and MGM Finance (incorporated
by reference to Exhibit 10(13) of the Company's 1992 10-K).
10(9) Secured Promissory Note by MGM Grand Hotel in favor of MGM Finance
(incorporated by reference to Exhibit 10(14) of the Company's 1992
10-K).
10(10) Deed of Trust, Assignment of Rents and Security Agreement (the "Deed
of Trust") by MGM Grand Hotel to Nevada Title Company, a Nevada cor-
poration, as trustee, for the benefit of MGM Finance, as beneficiary
(incorporated by reference to Exhibit 10(15) of the Company's 1992
10-K).
10(11) Loan Guaranty by the Company in favor of MGM Finance (incorporated
by reference to Exhibit 10(16) of the Company's 1992 10-K).
10(12) Letter Agreement, dated July 13, 1995, between the Company and Rob-
ert R. Maxey.
10(13) Letter Agreement, dated October 3, 1995, between the Company and K.
Eugene Shutler.
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10(14) Letter Agreements, dated January 3, 1991 and February 9, 1993, between the Company
and Alex Yemenidjian (incorporated by reference to Exhibit 10(19) of the Company's
1992 10-K).
10(15) Letter Agreement, dated February 9, 1993, between the Company and Fred Benninger
(incorporated by reference to Exhibit 10(20) of the Company's 1992 10-K).
10(16) Operating Agreement of New York-New York Hotel, LLC by and between MGM Grand, Inc.
and PRMA Las Vegas, Inc. dated as of December 26, 1994 (incorporated by reference
to Exhibit 10(16) to the Company's 1994 Form 10-K).
10(17) Contribution Agreement with Joint Escrow Instructions by and among PRMA Las Vegas,
Inc. and the Company and New York-New York Hotel, LLC dated as of December 26,
1994 (incorporated by reference to the Company's 1994 Form 10-K).
10(18) Construction/Revolving Loan Agreement dated as of September 15, 1995 among New
York-New York Hotel, LLC and the Banks named therein.
10(19) Completion Guaranty dated as of September 15, 1995 by the Company and Primadonna
Resorts, Inc.
10(20) Keep Well Agreement dated as of September 15, 1995 by the Company and Primadonna
Resorts, Inc.
10(21) Agreement for Purchase of Shares between MGM Grand Australia PTY LTD ("MGM Grand
Australia"), the Company and the Vendors (as defined therein) dated as of June 30,
1995.
10(22) Loan Agreement between MGM Grand Australia and the Banks named therein dated
September 6, 1995.
10(23) MGM Grand, Inc. Continuing Guaranty dated as of September 1, 1995.
10(24) Option Deed dated as of June 30, 1995 between the Shareholders named therein, the
Company and the persons named therein.
by and among DON KING PRODUCTIONS, INC., MGM GRAND HOTEL, INC. and the Company.
10(26) Letter Agreement dated April 13, 1995 between the Company and J. Terrence Lanni.
13* The Company's 1995 Annual Report to Stockholders.
21 List of Subsidiaries.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
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* Except for those portions which are expressly incorporated herein by
reference, such Annual Report is furnished for the information of the
Securities and Exchange Commission and is not to be deemed "filed" as part
of the Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, this 25th day of January, 1996.
MGM GRAND, INC.
By /s/ SCOTT LANGSNER
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Scott Langsner
Secretary/Treasurer
