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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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, 1996.
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
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COMMISSION FILE NUMBER 0-16760
MGM GRAND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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)
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(702) 891-3333
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, $.01 Par Value New York Stock Exchange
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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 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 13, 1997) was approximately $737 million. As
of March 13, 1997, 57,863,526 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, 1996 are incorporated by reference into Part II of this
Form 10-K. Portions of the Registrant's Proxy Statement dated March 28, 1997 are
incorporated by reference into Part III of this Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
MGM Grand, Inc. (the "Company") was organized as a Delaware corporation on
January 29, 1986.
Through its wholly-owned subsidiary, MGM Grand Hotel, Inc., the Company owns
and operates the MGM Grand Hotel and Casino ("MGM Grand Las Vegas"), a
hotel/casino entertainment complex offering a full range of destination resort
amenities. The resort is located on approximately 113 acres at the northeast
corner of Las Vegas Boulevard South (the "Strip") and Tropicana Avenue, the
"New Four Corners," in Las Vegas, Nevada, across the street from New York-New
York Hotel and Casino. MGM Grand Hotel Finance Corp. ("MGM Finance"), a
wholly-owned subsidiary of the Company, was formed to issue First Mortgage
Notes to the public, to incur bank debt, and to lend the aggregate proceeds
thereof to MGM Grand Hotel, Inc. to finance the construction and opening of
MGM Grand Las Vegas. The MGM Finance First Mortgage Notes were defeased on
July 3, 1996 in accordance with the terms of the bond indenture, and on
October 29, 1996, all Company asset liens related thereto were released and
the defeasance was finalized.
Through its wholly-owned subsidiary, MGM Grand Australia Pty Ltd., the
Company owns and operates the MGM Grand Diamond Beach Hotel and Casino ("MGM
Grand Australia"), a hotel/casino resort in Darwin, Australia. MGM Grand
Australia is located on 18 acres of beachfront property on the north central
coast of Australia. The resort includes a public and private casino, 96 rooms
and suites, restaurants, and other facilities.
The Company and Primadonna Resorts, Inc. ("Primadonna") each own 50% of New
York-New York Hotel and Casino, LLC. ("NYNY LLC"), which completed development
of the $460 million architecturally distinctive themed destination resort
called New York-New York Hotel and Casino ("NYNY") in December 1996, and which
opened on January 3, 1997. NYNY is located on approximately 20 acres at the
northwest corner of Tropicana Avenue and the Strip, across from MGM Grand Las
Vegas. NYNY features a 2,033-room hotel, an 84,000 square foot casino, themed
entertainment attractions, restaurants, and retail outlets.
Through its wholly-owned subsidiary MGM Grand Atlantic City, Inc., the
Company intends to construct and operate a destination resort hotel/casino,
entertainment and retail facility in Atlantic City. On July 9, 1996, the
Company entered into an agreement with FC Atlantic City Associates, L. P. (an
affiliate of the Forest City Ratner Company) to develop approximately 35 acres
of land on the Atlantic City Boardwalk. Construction of the project is subject
to the receipt of various governmental approvals. The plans for the hotel and
casino resort include, among other features, approximately 335,000 square feet
of entertainment and retail facilities. On July 24, 1996, the Company was
found suitable for licensing by the New Jersey Casino Control Commission.
On July 30, 1996, the Company entered into an agreement with Tsogo Sun
Holdings (Pty) Limited ("Tsogo Sun"), a joint venture company formed by the
Southern Sun Group and Tsogo Investment Holding Company (Pty) Limited, to act
as the exclusive casino project developer and manager for the joint venture
company, which contemplates applying for approximately 15 casino licenses in
the Republic of South Africa. Under the agreement, the Company will earn fees
for the development and management of all casino operations of Tsogo Sun.
Tsogo Sun will provide or procure all of the financing necessary for the
hotel/casino projects. The National Gambling Act was approved and assented to
by the president of the government of South Africa on June 27, 1996. On
January 7, 1997, Tsogo Sun was named the preferred finalist for two of the
three gaming licenses in Mpumalanga Province of the Republic of South Africa.
The Mpumalanga Gaming Board is anticipated to grant licenses before the end of
April 1997.
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The Company operated MGM Grand Air, a scheduled and charter airline service,
through its wholly-owned subsidiary, MGM Grand Air, Inc., from September 1987
until December 31, 1994, when MGM Grand Air was sold.
For certain information about the Company's industry segments, see Note 19
to the Company's Consolidated Financial Statements.
The Company's principal executive offices are located at 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109. The Company's telephone number is
(702) 891-3333.
HOTELS AND GAMING
MGM Grand Las Vegas
MGM Grand Las Vegas, the Company's flagship property, is a multi-themed
destination resort, located on approximately 113 acres, which management
believes is a "must see" attraction for visitors to Las Vegas. The resort
opened on December 18, 1993, and has over 350 feet of frontage on the Strip
and 1,450 feet on Tropicana Avenue. The complex is easily accessible from
McCarran International Airport and from Interstate 15 via Tropicana Avenue.
MGM Grand Las Vegas creates an exciting and unique gaming and entertainment
experience which is intended to appeal to all segments of the Las Vegas
market.
The casino is approximately 171,500 square feet in size, and is one of the
largest casinos in the world. The casino has 3,708 slot machines and 163 table
games, a state of the art baccarat room, including private premium play
facilities, a poker room, a race and sports book, and a keno lounge. The
casino features four separate themed areas: Emerald City, Hollywood, Monte
Carlo, and Sports which enhance the entertainment experience of the casino
patron.
The hotel/casino, which management believes is the largest in the world, has
5,005 rooms, including approximately 4,254 typical guest rooms decorated in
five different themes: Deep South, Hollywood, Monte Carlo, Emerald, and
Casablanca. The hotel also has 751 luxury suites, which management believes is
more than any other Las Vegas hotel. These suites range in size from 650 to
6,000 square feet. The hotel provides guests with a state of the art health
spa, a swimming pool, and four lighted tennis courts.
Other entertainment facilities include: a theme park including thrill rides
and the new 250 foot high Sky Screamer Skycoaster; an 11,700 square foot
arcade containing carnival games of skill and an extensive video arcade
including virtual reality simulators; a 660 seat showroom providing celebrity
entertainment; a 1,774 seat showroom specifically designed for the EFX!
production show, the Company's original grand spectacle special effects stage
production; nine restaurants and a food court; 51 retail shopping outlets,
including 25 owned and 26 leased facilities; and a special events center,
which seats a maximum of 16,766 patrons, providing mega entertainment such as
Barbra Streisand, Bette Midler, the Rolling Stones, Rod Stewart, Neil Diamond,
Phil Collins, and Luther Vandross, as well as Mike Tyson and Evander Holyfield
boxing and various other sporting events.
In an effort to continue a legacy of providing exceptional entertainment
through the leveraging of its highly recognizable brand name, the Company has
embarked on an extensive transformation of MGM Grand Las Vegas into "The City
of Entertainment." The $250 million, 30-month Master Plan program is designed
to enhance the quality of the entertainment experience, and features a series
of substantive improvements and additions throughout its 113 acre destination
resort. Such enhancements will include an expansion of entertainment,
restaurant and retail shopping areas, a new convention center consisting of
approximately 300,000 square feet which will occupy approximately 15 of the
current 33 acres in the theme park, a significant enhancement to the major
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entrances and exteriors of the facility, and an upgrade of certain of the
property's luxury suites. The renovation and expansion began in June 1996 and
will be substantially complete by the end of 1998. The project has commenced
in phases in order to minimize disruption of operations. Additionally, the
lion entry will be substantially remodeled with exterior enhancements which
will create theatrical multimedia projection and light shows designed to
increase customer foot traffic at the property. As part of the enhancement
program, the Company anticipates introducing a new Entertainment Casino area
with dramatic live entertainment, themed restaurants, a nightclub and an
increase in the number of gaming positions by approximately 500.
MGM Grand Las Vegas uses the unique characteristics of the property to
target the following segments of the Las Vegas market: (i) free and
independent travelers; (ii) tour and travel; (iii) special events/conventions;
(iv) high-end gaming; and (v) local.
Las Vegas Market
MGM Grand Las Vegas operates in the Las Vegas market and is located on the
Strip. Las Vegas is the largest city in Nevada, with a metropolitan area
population in excess of one million and is one of the largest resort
destinations in the world.
Gaming has continued to be a strong and growing business in Las Vegas. Las
Vegas Strip gaming revenues have increased at a compound annual growth rate of
8.4% from $1.6 billion in 1986 to $3.6 billion in 1996.
The hotel/casino industry in Las Vegas is highly competitive. Several new
hotel/casinos opened during 1996 including Monte Carlo, Orleans and
Stratosphere. Additionally, several new resorts are under construction and
several other existing resorts are undergoing major expansion and renovation.
The Company's MGM Grand Las Vegas, Luxor, Caesars and others are in various
stages of expansion or remodeling. While some of the large themed resorts pose
direct competition with MGM Grand Las Vegas, the Las Vegas Convention and
Visitors Authority ("LVCVA") statistics show that tourism growth is increasing
at a rate which appears to be sufficient to absorb the increased room
capacity, as visitor volume for 1996 increased 2.2% over 1995. Total visitors
for 1996 exceeded 29.6 million.
The Company's 50% joint venture NYNY LLC completed construction of NYNY in
December 1996, and opened NYNY on January 3, 1997. The 47-story destination
resort replicates many of Manhattan's landmark buildings and icons, including
the Statue of Liberty, the Empire State Building, Central Park, the Brooklyn
Bridge, and a Coney Island-style roller coaster. Management believes that the
$460 million, 2,033 room and suite resort is architecturally the most
distinctive property ever built in Las Vegas. The 84,000 square foot casino
offers approximately 2,400 slot machines and 71 table games. NYNY is located
on the Strip at the "New Four Corners" directly across from MGM Grand Las
Vegas. NYNY has substantially increased foot traffic at the MGM Grand Las
Vegas since the two facilities became connected by an extension of the
existing elevated pedestrian walkway. The elevated pedestrian walkway, which
enters MGM Grand Las Vegas at the site of the old Emerald City, will, upon
completion of the Master Plan Project, lead into a dramatic new multimedia
mezzanine level overlooking the atrium of the new Entertainment Casino at MGM
Grand Las Vegas.
MGM Grand Las Vegas competes with gaming and resort facilities in Las Vegas
as well as gaming and resort facilities elsewhere in the world. To some
extent, state lotteries and state-authorized and locally approved card rooms,
such as those operating in California compete with the casino/hotel.
Gambling, with various limitations and conditions, is currently legal in
numerous locations throughout the United States. The proliferation of such
gaming facilities on riverboats and elsewhere is increasing. Also, as a result
of certain legislative and court decisions, casino-type operations are being
established at various Native American reservations throughout the country.
The development
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of full service casinos in California would likely have a negative effect on
MGM Grand Las Vegas and NYNY operations in Nevada. Furthermore, pursuant to a
recent California State Assembly Legislative report, it is estimated that
12,000 slot machines are operating in various jurisdictions in California, the
legality of which is the subject of dispute between the State of California
and various Native American tribes. See "Competition."
Insurance
MGM Grand Las Vegas carries insurance of the type customary in the hotel and
casino industry and in amounts deemed adequate by management to protect the
properties. The policies provide business and commercial coverages, including
workers' compensation, third party liability, property damage, boiler and
machinery, and business interruption.
Nevada Government Regulation
The ownership and operation of casino gaming facilities in Clark County,
Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated thereunder (collectively, the "Nevada Act"); and (ii) various
local regulations. The Company's gaming operations are subject to the
licensing and regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada Board"), and
the Clark County Liquor and Gaming Licensing Board (the "CCLGLB"). The Nevada
Commission, the Nevada Board, and the CCLGLB are collectively referred to as
the "Nevada Gaming Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices of licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues; (iii)
providing reliable record keeping and requiring the filing of periodic reports
with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Any change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.
MGM Grand Las Vegas operates a casino and is required to be licensed by the
Nevada Gaming Authorities. The gaming license requires the periodic payment of
fees and taxes and is not transferable. MGM Grand Las Vegas is also licensed
as a manufacturer and distributor of gaming devices, as the operator of the
racebook and sportspool at NYNY, and as one of the two managers of NYNY. The
Company is also required to be registered by the Nevada Commission as a
publicly traded corporation ("Registered Corporation") and as such, it is
required periodically to submit detailed financial and operating reports to
the Nevada Commission and furnish any other information that the Nevada
Commission may require. No person may become a stockholder of, or receive any
percentage of profits from, MGM Grand Las Vegas or NYNY without first
obtaining licenses and approvals from the Nevada Gaming Authorities. The
Company, MGM Grand Las Vegas and NYNY have obtained from the Nevada Gaming
Authorities the various registrations, approvals permits and licenses required
in order to engage in gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, MGM Grand
Las Vegas or NYNY to determine whether such individual is suitable or should
be licensed as a business associate of a gaming licensee. Officers, directors
and certain key employees of MGM Grand Las Vegas and NYNY must file
applications with the Nevada Gaming Authorities and may be required to be
licensed or found suitable by the Nevada Gaming Authorities. Officers,
directors and key employees of the Company who are
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actively and directly involved in the gaming activities of MGM Grand Las Vegas
or NYNY may be required to be licensed or found suitable by the Nevada Gaming
Authorities. The Nevada Gaming Authorities may deny an application for
licensing for any cause they deem reasonable. A finding of suitability is
comparable to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant for
licensing or a finding of suitability, or the gaming licensee by whom the
applicant is employed or for whom the applicant serves, must pay all the costs
of the investigation. Changes in licensed positions must be reported to the
Nevada Gaming Authorities, and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company, MGM Grand Las Vegas or NYNY, such company or
companies would have to sever all relationships with such person. In addition,
the Nevada Commission may require the Company, MGM Grand Las Vegas or NYNY to
terminate the employment of any person who refuses to file appropriate
applications. Determinations of suitability or of questions pertaining to
licensing are not subject to judicial review in Nevada.
The Company, MGM Grand Las Vegas and NYNY are required to submit detailed
financial and operating reports to the Nevada Commission. Substantially all
material loans, leases, sales or securities and similar financing transactions
by the Company, MGM Grand Las Vegas and NYNY must be reported to or approved
by the Nevada Commission.
If it were determined that the Nevada Act was violated by MGM Grand Las
Vegas or NYNY, the gaming licenses they hold could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, MGM Grand Las Vegas, NYNY, the Company and
the persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission.
Further, a supervisor could be appointed by the Nevada Commission to operate
the Company's gaming properties and, under certain circumstances, earnings
generated during the supervisor's appointment (except for the reasonable
rental value of the gaming properties) could be forfeited to the State of
Nevada. Limitation, conditioning or suspension of any gaming license or the
appointment of a supervisor could (and revocation of any gaming license would)
materially adversely affect the Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be
investigated, and have their suitability as a beneficial holder of the
Company's voting securities determined if the Nevada Commission has reason to
believe that such ownership would otherwise be inconsistent with the declared
policies of the State of Nevada. The applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in conducting any such
investigation.
The Nevada Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10% of
the Company's voting securities apply to the Nevada Commission for a finding
of suitability within thirty days after the Chairman of the Nevada Board mails
the written notice requiring such filing. Under certain circumstances, an
"institutional investor" as defined in the Nevada Act, which acquires more
than 10% but not more than 15% of the Company's voting securities, may apply
to the Nevada Commission for a waiver of such finding of suitability if such
institutional investor holds the voting securities for investment purposes
only. An institutional investor shall not be deemed to hold voting securities
for investment purposes unless the voting securities were acquired and are
held in the ordinary course of business as an institutional investor and not
for the purpose of causing, directly or indirectly, the election of a majority
of the members of the board of directors of the Company, any change in the
Company's corporate charter, bylaws, management, policies or
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operations of the Company or any of its gaming affiliates, or any other action
which the Nevada Commission finds to be inconsistent with holding the
Company's voting securities for investment purposes only. Activities that are
not deemed to be inconsistent with holding voting securities for investment
purposes only include: (i) voting on all matters voted on by stockholders;
(ii) making financial and other inquiries of management of the type normally
made by securities analysts for informational purposes and not to cause a
change in its management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be consistent with such
investment intent. If the beneficial holder of voting securities who must be
found suitable is a corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and
who holds, directly or indirectly, any beneficial ownership of the common
stock of a Registered Corporation beyond such period of time as may be
prescribed by the Nevada Commission may be guilty of a criminal offense. The
Company is subject to disciplinary action if, after it receives notice that a
person is unsuitable to be a stockholder or to have any other relationship
with the Company, MGM Grand Las Vegas or NYNY, and subsequently the Company,
MGM Grand Las Vegas or NYNY (i) pays that person any dividend or interest upon
voting securities of the Company; (ii) allows that person to exercise,
directly or indirectly, any voting right conferred through securities held by
that person; (iii) pays remuneration in any form to that person for services
rendered or otherwise; or (iv) fails to pursue all lawful efforts to require
such unsuitable person to relinquish his voting securities for cash at fair
market value. Additionally, the CCLGLB has taken the position that it has the
authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming license.
The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Corporation to file an application, be investigated
and be found suitable to own the debt security of a Registered Corporation. If
the Nevada Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Registered Corporation can be
sanctioned, including through the loss of its approvals, if without the prior
approval of the Nevada Commission, it: (i) pays to the unsuitable person any
dividend, interest, or any distribution whatsoever; (ii) recognizes any voting
right by such unsuitable person in connection with such securities; (iii) pays
the unsuitable person remuneration in any form; or (iv) makes any payment to
the unsuitable person by way of principal, redemption, conversion, exchange,
liquidation, or similar transaction.
The Company is required to maintain a current stock ledger in Nevada that
may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder
may be required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to disclose
the identity of the beneficial owner to the Nevada Gaming Authorities. A
failure to make such disclosure may be grounds for finding the record holder
unsuitable. The Company is also required to render maximum assistance in
determining the identity of the beneficial owner. The Nevada Commission has
the power to require the Company's stock certificates to bear a legend
indicating that such securities are subject to the Nevada Act. However, to
date, the Nevada Commission has not imposed such a requirement on the Company.
The Company may not make offerings of any securities without the prior
approval of the Nevada Commission if the securities or the proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. Such
approval, if given, does not constitute a finding, recommendation or approval
by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of
the prospectus or the investment merits of the securities. Any representation
to the contrary is unlawful.
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On July 25, 1996, the Nevada Commission granted the Company prior approval
to make public offerings for a period of one year, subject to certain
conditions (the "Shelf Approval"). However, the Shelf Approval may be
rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Chairman of the Nevada Board. The Shelf
Approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities offered. Any
representation to the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by any person whereby he or she obtains control, may not occur without the
prior approval of the Nevada Commission. Entities seeking to acquire control
of a Registered Corporation must satisfy the Nevada Board and the Nevada
Commission concerning a variety of stringent standards prior to assuming
control of such Registered Corporation. The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having a
material relationship or involvement with the entity proposing to acquire
control, to be investigated and licensed as part of the approval process of
the transaction.
The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevadas gaming industry and to further Nevadas policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of
corporate affairs. Approvals are, in certain circumstances, required from the
Nevada Commission before the Company can make exceptional repurchases of
voting securities above the current market price thereof and before a
corporate acquisition opposed by management can be consummated.
The Nevada Act also requires prior approval of a plan of recapitalization
proposed by the Company's board of directors in response to a tender offer
made directly to the Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to Clark
County, Nevada. Depending upon the particular fee or tax involved, these fees
and taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
main devices operated; or (iii) the number of table games operated. A casino
entertainment tax is also paid by MGM Grand Las Vegas and NYNY where certain
entertainment is provided in a cabaret, nightclub, cocktail lounge or casino
showroom in connection with the serving or selling of food, refreshments, or
merchandise. Casino entertainment tax is also paid for admission, food and
refreshments at a bar located adjacent to a cabaret nightclub, cocktail lounge
or casino showroom if portions of the bar can clearly see and hear the
entertainment, or at a location adjacent to those venues if such locations'
primary purpose is to provide refreshment to patrons viewing entertainment in
the cabaret, nightclub, cocktail lounge or casino showroom. Nevada licensees
that hold a license as a manufacturer or a distributor, such as MGM Grand Las
Vegas and NYNY, also pay certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside
of Nevada, is required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the expenses of
investigation of the Nevada Board of their participation in such foreign
gaming. The revolving fund is subject to
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increase or decrease at the discretion of the Nevada Commission. Thereafter,
Licensees are also required to comply with certain reporting requirements
imposed by the Nevada Act. Licensees are also subject to disciplinary action
by the Nevada Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to foreign gaming operation, fail to conduct the
foreign gaming operation in accordance with the standards of honesty and
integrity required of Nevada gaming operations, engage in activities that are
harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ a person in a foreign operation who has been denied a license
or a finding of suitability in Nevada on the ground of personal unsuitability.
The sale of alcoholic beverages by MGM Grand Las Vegas is subject to
licensing, control and regulation by the applicable local authorities. All
licenses are revocable and are not transferable. The agencies involved have
full power to limit, condition, suspend or revoke any such license, and any
such disciplinary action could (and revocation would) have a material adverse
effect upon the Company's operations.
Pursuant to a 1985 agreement between the State of Nevada and the United
States Department of the Treasury (the "Treasury"), the Nevada Commission and
the Nevada Board have authority, under Regulation 6A of the Nevada Act, to
enforce their own cash transaction reporting laws applicable to casinos which
substantially parallel the federal Bank Secrecy Act. Under the Money
Laundering Suppression Act of 1994 which was passed by Congress, the Secretary
of the Treasury retained the ability to permit states, including Nevada, to
continue to enforce their own cash transaction reporting laws applicable to
casinos. The Nevada Act requires gaming licensees to file reports related to
cash purchases of chips, cash wagers, cash deposits or cash payment of gaming
debts, if any such transactions aggregate more than $10,000 in a 24-hour
period. Casinos are required to monitor receipts and disbursements of currency
in excess of $10,000 and report them to the Nevada Board, which in turn
reports them to the Treasury. Although it is not possible to quantify the full
impact of these requirements on the Company's business, the changes are
believed to have had some adverse effect on results of operations since
inception.
On November 28, 1994, the Treasury enacted amendments (effective December 1,
1994) to the federal regulations under the Bank Secrecy Act. The amendments
require casinos subject to the Bank Secrecy Act to implement written programs
no later than June 1, 1995 to assure and monitor compliance with the Bank
Secrecy Act. Although Nevada casinos are exempt from Title 31, the Treasury
has requested the Nevada Commission to enact amendments to the Nevada Act that
will parallel in many respects the amendments to the Bank Secrecy Act. These
amendments to the Nevada Act will require suspicious activity reporting and
both MGM Grand Las Vegas and NYNY will, in the future, be required to
implement programs of this type.
Regulation and Taxes
As stated above, the Company is subject to extensive regulation by the
Nevada Gaming Authorities. The Company will also be subject to regulation,
which may or may not be similar to that in Nevada, by the appropriate
authorities in any other jurisdiction where the Company may conduct gaming
activities in the future. Changes in applicable laws or regulations could have
an adverse effect on the Company.
The gaming industry represents a significant source of tax revenues to the
State of Nevada and Clark County. From time to time, federal and state
legislators and officials have proposed changes in tax law, or in the
administration of such law, affecting the gaming industry. Recent proposals
have included a federal gaming tax and increases in state or local gaming
taxes. They have also included limitations on the federal income tax
deductibility of the cost of furnishing certain complimentary promotional
items to customers, as well as various measures which would require tax
withholding on
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amounts won by customers. It is not possible to determine with certainty the
likelihood of possible changes in tax law or in the administration of such
law. Such changes, if adopted, could have a material adverse effect on the
Company's financial results.
Competition
The hotel industry is highly competitive. Hotels located on or near the
strip ("Strip Hotels") compete primarily with other Strip Hotels and with a
few major hotels in downtown Las Vegas. Strip Hotels offering similar prices
compete with each other primarily on the basis of quality of rooms,
restaurants and facilities, entertainment offered, complimentary goods and
services given, credit limits and quality of personal attention offered to
guests and casino customers. The Company's hotel/casino operations also
compete with a large number of hotels and motels, and gaming facilities not
related to hotels or motels, located in and near Las Vegas. Some of the
Company's competitors may have greater resources.
According to the LVCVA, as of December 31, 1996, there were approximately
101,000 hotel and motel rooms in the Las Vegas area (including the Company's
NYNY which was completed prior to December 31, 1996 and which opened on
January 3, 1997). In addition, the LVCVA reports projects under construction
and/or proposed for future development of approximately 25,500 more hotel and
motel rooms, including one themed hotel/casino property currently under
construction on the Strip between Tropicana and Flamingo Avenues.
Additionally, Circus-Circus has publicized its intent to commence additional
projects which will add additional themed hotel/casino facilities south of
Luxor. The Company cannot make any prediction as to how many additional rooms
will be constructed in Las Vegas. The Company's future operating results could
be adversely affected by excess Las Vegas rooms and gaming capacity.
In addition to competing with hotel/casino facilities elsewhere in Nevada
(i.e., the Reno/Lake Tahoe areas and the Laughlin area) and in Atlantic City,
the Company competes with hotel/casino facilities elsewhere in the world and
with state lotteries. Certain states are currently considering legalizing
casino gaming in specific geographic areas, and several other states have
recently legalized casino gaming. This growth has been driven by the expansion
of traditional land-based casino destinations and the continued development of
new riverboat and Native American reservation casinos throughout the United
States. Currently, casinos are operating or are approved in 26 states.
Elsewhere in North America, nearly all of the Canadian provinces and
territories offer some form of casino gaming. Legalized casino gaming in other
states could adversely affect the Company's activities in Las Vegas,
particularly if such legalization were to occur in areas close to Nevada, such
as California. Additionally, certain gaming operations are conducted or have
been proposed on federal Native American reservations, including those located
in the primary market to be served by MGM Grand Las Vegas. In addition, with
respect to group bookings, the Company's hotel/casino facilities in Las Vegas
also compete with hotels and resorts, which do not include casinos, throughout
the United States. See "Las Vegas Market."
MGM GRAND AUSTRALIA
On September 7, 1995, the Company, through its wholly-owned subsidiary, MGM
Grand Australia Pty Ltd., completed the acquisition of the MGM Grand Australia
in Darwin, Northern Territory, Australia. MGM Grand Australia is located on 18
acres of beachfront property next to the Arafura Sea on the north central
coast. The resort includes a public and private casino, 96 rooms, restaurants
and other facilities. Casino operations include table games, slots ("poker
machines") and keno.
The success of MGM Grand Australia is based in part upon its strategic
location to the South East Asian gaming market. The Darwin International
Airport is an average of 5.5 hours away from the major Asian cities. However,
frequency of scheduled air service is a limiting factor.
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There exist 14 casinos in Australia competing for the Far East Market.
Australian casinos operate under exclusive arrangements, which create a
regional monopoly for a fixed term. As such, Australian casinos do not compete
among themselves for the regional middle to low end players. However, Far East
premium players have become an increasingly important source of revenues;
consequently, this market has become very competitive. Competition for the Far
East premium player is increasing, as evidenced by the gaming activity in
Kuala Lumpur and Macau, the recent growth in the number of casinos operating
in Australia, and an increase in the number of casino cruise ships. Due to the
increasing competition and the limitations on scheduled air service, the
desired mixture of premium players has not been attained at MGM Grand
Australia. As a result, the operating margins have been negatively impacted
and future operating results could be adversely affected if this trend
continues. In an effort to attract premium players, MGM Grand Australia
completed a $15 million capital improvement program in June 1996. Casino
operations include approximately 35 table games, 405 slots and a keno lounge.
The capital improvement program included renovation of all 96 rooms (including
16 suites), enhanced casino facilities, and additional dining, entertainment
and retail amenities. The Company has positioned MGM Grand Australia as a
multi-faceted gaming/ entertainment facility for the local market and as an
exclusive destination resort targeting premium international table game
customers.
Two casinos operate in the Northern Territory, including MGM Grand Australia
in Darwin on the northern coast, and a small casino in Alice Springs in the
southern part of the Territory. Unlike the U.S., Australia has granted, for
the most part, regional casino monopolies in its provinces. Gaming machines
(i.e., slots or "poker machines") were installed in clubs and hotels in 1996,
and MGM Grand Australia will effectively receive 22.0% of the revenues from
these machines through 2005 in the form of a tax rebate. Keno machines ("NT
Keno") are also being installed in pubs, hotels and clubs in the Northern
Territory. NT Keno is a territory-wide keno game that the Northern Territory
Government has licensed to MGM Grand Australia, whereby keno tickets are sold
in pubs, hotels and clubs throughout the Northern Territory. The pubs, hotels
and clubs act as agents on behalf of MGM Grand Australia and sell keno tickets
in return for a commission paid by MGM Grand Australia. NT Keno operations
commenced on October 30, 1996.
Australia Government Regulation
The Northern Territory of Australia, like Nevada, has comprehensive laws and
regulations governing the conduct of gaming. MGM Grand Australia's operations
are subject to the Gaming Control Act of 1993 and regulations promulgated
thereunder (the "Northern Territory Law") and to the licensing and general
control of the Minister for Racing and Gaming (the "Minister"). MGM Grand
Australia Pty. Ltd. has entered into a Casino Operator's Agreement with the
Minister pursuant to which MGM Grand Australia was granted a license (the
"License") to conduct casino gaming on an exclusive basis through June 30,
2005 in the northern half of the Northern Territory (which includes Darwin,
its largest city, where MGM Grand Australia is located). The License provides
for good faith negotiations to reach agreement on an extension of the License.
The License provides for a tax payable to the Northern Territory Government on
gross profits derived from gaming, including gaming devices. The License is
not exclusive with respect to gaming devices, and the Minister may permit such
devices to be placed in limited numbers in locations not operated by MGM Grand
Australia. However, under the License, a portion of the operators' win on such
gaming devices is to be offset against gaming tax otherwise payable by MGM
Grand Australia.
The License may be terminated if MGM Grand Australia breaches the Casino
Operator's Agreement or the Northern Territory Law or fails to operate in
accordance with the requirements of the License. The Northern Territory
authorities have the right under the Northern Territory Law, the Casino
Operator's Agreement and the License to monitor and approve virtually all
aspects of the conduct of gaming by MGM Grand Australia.
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Additionally, under the terms of the License, the Minister has the right to
approve the directors and corporate secretary of the Company and its
subsidiaries which own or operate MGM Grand Australia, as well as changes in
the ownership or corporate structure of such subsidiaries. The Company is
required to file with the Northern Territory authorities copies of all
documents required to be filed by the Company or any of its subsidiaries with
the Nevada Gaming Authorities. In the event of any person becoming the
beneficial owner of 10% or more of the outstanding stock of the Company, the
Minister must be so notified and may investigate the suitability of such
person. If the Minister determines such person to be unsuitable and following
such determination such person remains the beneficial owner of 10% or more of
the Company's stock, that would constitute a default under the License.
MGM GRAND ATLANTIC CITY
The Company, through its wholly-owned subsidiary, MGM Grand Atlantic City,
Inc., intends to create a destination resort hotel/casino in Atlantic City
("MGM Grand Atlantic City") that will be larger and more elaborate than any
other facility currently in existence in that market. The Company expects to
use its entertainment themes at MGM Grand Atlantic City, and plans to offer a
wide array of gaming and non-gaming amenities to its prospective customers.
The Company's plans for MGM Grand Atlantic City also include the development
of retail and food and beverage facilities. The Company believes that the
acquisition and/or development of MGM Grand Atlantic City could cost in excess
of $700 million and that the development could take up to three years. The
Company has entered into an agreement with FC Atlantic City Associates, L.P.
(an affiliate of the Forest City Ratner Company) to develop approximately 35
acres of land on the Atlantic City Boardwalk. The plans for the hotel and
casino resort include, among other features, approximately 335,000 square feet
of entertainment and retail facilities. The design, budget and schedule for
development of the project are at a preliminary stage, and will be subject to
the risks attendant to large-scale projects and may be subject to additional
costs and delays beyond preliminary estimates. No assurance can be given that
the Company will develop a hotel/casino in Atlantic City, or if it does, as to
its ultimate size, configuration or cost. Any development or operation in
Atlantic City will be subject to the receipt of regulatory approvals. On
July 24, 1996, the Company was found suitable for licensing by the New Jersey
Casino Control Commission.
Atlantic City Market
Atlantic City is, after Las Vegas, the second largest gaming destination in
the United States. The Company believes that it has the potential to
successfully expand its domestic base through developing and operating a
destination resort in Atlantic City. Management believes that Atlantic City
represents an attractive market for additional development due to its
proximity to areas with favorable demographics, including a large population
base with a high level of disposable income. The Atlantic City market
currently consists of 12 hotel/casinos which as of December 31, 1996 had
10,533 rooms, 988,702 square feet of casino space, 32,786 slot machines and
1,484 table games. According to the Atlantic City Department of Planning and
Development (the "ACDPD"), more than 58 million people (approximately 23.5% of
the United States population) live within 300 miles of Atlantic City, and more
than 17.8 million people live within 100 miles. Most of the Atlantic City
visitors are "day-trippers," but there are a substantial number of overnight
visitors, who are believed to have a higher gaming budget. The Company
believes that the overnight visitor component will increase substantially as
destination resorts and "must see" attractions such as the proposed MGM Grand
Atlantic City make Atlantic City a more exciting and appealing attraction for
the middle and high-end gaming customer.
The Atlantic City gaming market has demonstrated continued growth despite
the recent proliferation of new gaming venues across the country. The 12
hotel/casinos in Atlantic City generated approximately $3.81 billion in gaming
revenues in 1996, a 1.6% increase over 1995 gaming revenues of approximately
$3.75 billion. From 1990 to 1996, total gaming revenues in Atlantic City
increased 29.5%, while hotel rooms increased only approximately 19.3% during
this period.
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The regulatory environment in Atlantic City has improved significantly over
the last several years. New games, such as poker and keno, have been approved,
24-hour gaming has been permitted, registration of certain employees has been
eliminated, license terms have been extended, and various operational
requirements have been relaxed. These regulatory changes have resulted in
reduced costs for the operators and created a more varied and attractive
environment for the gaming customer. Management believes that the reforms will
serve to permit future reductions in operating expenses of casinos in Atlantic
City and to increase the funds available for additional infrastructure
development through the New Jersey Casino Redevelopment Authority ("CRDA").
Due principally to an improved regulatory environment, general improvements of
economic conditions from 1993 through 1995 and high occupancy rates, all 12 of
the Atlantic City hotel/casinos have recently expanded, are in the process of
expanding or have announced plans to expand their facilities. In late 1996,
Hilton Hotels Corporation entered the Atlantic City market by acquiring two
hotel/casino facilities and Sun International Limited acquired a hotel/casino
facility. In addition, Mirage Resorts has entered into an agreement with
Atlantic City for the development of the "H-Tract," a 170-acre site in the
Atlantic City Marina, and plans to construct a 2,000 room hotel/casino with
100,000 square feet of casino space, and Circus Circus and Boyd have each
announced intentions to enter the Atlantic City market. Management believes
that these increases in hotel/casino capacity, together with infrastructure
improvements, and community revitalization programs, will be instrumental in
stimulating future revenue growth in the Atlantic City market and increasing
its appeal as a destination resort.
In addition to the planned casino expansions, major infrastructure
improvements have been proposed or have begun. These include, among other
projects, new housing and retail development, a tunnel connecting the Atlantic
City Expressway to the Marina and construction of a new $254 million
Convention Center. The CRDA is currently overseeing the development of the
"tourist corridor" that will link the Convention Center with the Boardwalk and
will, when completed, feature approximately 500,000 square feet of exhibit and
pre-function space, meeting rooms, food-service facilities and a 1,600 car
underground parking garage. The new convention center will be the largest
exhibition space between New York and Washington D.C. The tourist corridor is
scheduled to be completed in conjunction with the completion of the new
convention center, planned to open in May 1997.
New Jersey Government Regulation
The ownership and operation of hotel/casino facilities and gaming activities
in Atlantic City, New Jersey are subject to extensive state regulation under
the New Jersey Casino Control Act (the "New Jersey Act") and the regulations
("Regulations") of the New Jersey Casino Control Commission (the "New Jersey
Commission") and other applicable laws. In general, the New Jersey Act and
Regulations arguably provide for more extensive controls over a broader scope
of gaming-related activities than does the Nevada regulatory system. In order
to operate a hotel/casino facility in New Jersey, MGM Grand Atlantic City must
be licensed by the New Jersey Commission and obtain numerous other licenses,
permits or approvals from other state as well as local governmental
authorities.
The New Jersey Act and Regulations concern primarily the good character,
honesty, integrity and financial stability of casino licensees, their
intermediary and holding companies, their employees, their security holders
and others financially interested in casino operations, the nature of hotel
and casino facilities and a wide range of gaming and non-gaming related
operations. The New Jersey Act and Regulations include detailed provisions
concerning, among other things: the granting of casino licenses, including the
qualification of natural persons and entities related to a casino license
applicant, the suitability of the hotel/casino facility, and the amount of
authorized casino space and gaming units permitted in a hotel/casino facility;
financial and accounting practices used in connection with casino operations;
residence and equal employment opportunities for employees of casino
operators, contractors for casino facilities and others; rules of games,
levels of supervision of games and methods of selling and redeeming chips;
manner of granting credit, duration of credit and enforceability of
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gaming debts; manufacture, distribution and sale of gaming equipment; security
standards, management control procedures, accounting and cash control methods
and reports to gaming authorities; advertising of casinos and standards for
entertainment; and distribution of alcoholic beverages in casinos. A number of
these provisions require practices which are different from those in Nevada
and some of them result in casino operating costs being higher than those in
comparable facilities in Nevada.
The New Jersey Act also established the New Jersey Division of Gaming
Enforcement (the "New Jersey Division") to investigate all license
applications, enforce the provisions of the New Jersey Act and Regulations and
prosecute all proceedings for violations of the New Jersey Act and Regulations
before the New Jersey Commission. The New Jersey Division also conducts audits
and continuing reviews of all casino operations.
The Company's wholly owned subsidiary MGM Grand Atlantic City, Inc. has
applied to be licensed by the New Jersey Commission to operate a casino, and
the Company has applied to be approved as a qualified holding company. On July
24, 1996, the Company and MGM Grand Atlantic City and their officers,
directors, and 5% or greater shareholders were found suitable for licensing by
the New Jersey Commission. Employees who will work at the hotel/casino
facilities to be operated by MGM Grand Atlantic City, Inc. must also be
approved or licensed. In addition, all contracts affecting the facilities must
be approved, and all enterprises that conduct business with MGM Grand Atlantic
City, Inc. will be required to register with the New Jersey Commission and
those enterprises that conduct gaming-related businesses or that conduct
business on a regular and continuing basis, as defined by the Regulations,
must be licensed by the New Jersey Commission.
The New Jersey Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. Casino licenses are not
transferable. A hotel/casino facility must also continually satisfy certain
requirements concerning, among other things, the number of qualifying sleeping
units and the relationship between the number of qualifying sleeping units and
the square footage of casino space.
The New Jersey Act further provides that each person who directly or
indirectly holds any beneficial interest or ownership of the securities issued
by a casino licensee or any of its intermediary or holding companies, those
persons who, in the opinion of the New Jersey Commission, have the ability to
control the casino licensee or its intermediary or holding companies or elect
a majority of the board of directors of said companies, other than a banking
or other licensed lending institution which makes a loan or holds a mortgage
or other lien acquired in the ordinary course of business, lenders and
underwriters of said companies may be required to seek qualification from the
New Jersey Commission. However, because the Company intends to qualify as a
publicly traded holding company, in accordance with the provisions of the New
Jersey Act, a waiver of qualification may be granted by the New Jersey
Commission, with the concurrence of the Director of the New Jersey Division,
if it is determined that said persons or entities are not significantly
involved in the activities of MGM Grand Atlantic City and, in the case of
security holders, do not have the ability to control the Company or elect one
or more of its directors. There exists a rebuttable presumption that any
person holding 5% or more of the equity securities of a casino licensee's
intermediary or holding company or a person having the ability to elect one or
more of the directors of such a company has the ability to control the company
and thus must obtain qualification from the New Jersey Commission.
Notwithstanding this presumption of control, the New Jersey Act provides for
a waiver of qualification for passive "institutional investors," as defined by
the New Jersey Act, if the institutional investor purchased the securities for
investment purposes only and where such securities constitute (i) less than
10% of the equity securities of a casino licensee's holding or intermediary
company or (ii) debt securities of a casino licensee's holding or intermediary
company representing a percentage of the outstanding debt of such company not
exceeding 20% or a percentage of any issue of the
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outstanding debt of such company not exceeding 50%. The waiver of
qualification is subject to certain conditions including, upon request of the
New Jersey Commission, filing a certified statement that the institutional
investor has no intention of influencing or affecting the affairs of the
issuer, except that an institutional investor holding voting securities shall
be permitted to vote on matters put to a vote of the holders of outstanding
voting securities. Additionally, a waiver of qualification may also be granted
to institutional investors holding a higher percentage of securities of a
casino licensee's holding or intermediary company upon a showing of good
cause.
If an institutional investor that has been granted a waiver subsequently
changes its investment intent, or if the New Jersey Commission finds
reasonable cause to believe that the institutional investor may be found
unqualified, no action other than divestiture shall be taken by the investor
with respect to the security holdings until there has been compliance with the
provisions of the New Jersey Act concerning interim casino authorization. The
provisions of the New Jersey Act concerning interim casino authorization
provide that whenever a security holder of either equity or debt is required
to qualify pursuant to the New Jersey Act, the security holder shall, within
30 days after the New Jersey Commission determines that qualification is
required or declines to waive qualification, (i) file a completed application
for qualification, along with an executed and approved trust agreement,
wherein all securities of the holding or intermediary company held by that
security holder are placed in trust pending qualification, or (ii) file a
notice of intent to divest itself of such securities as the New Jersey
Commission may require so as to remove the need for qualification, which
securities must be divested within 120 days from the date such determination
was made.
The New Jersey Act further requires that corporate licensees and their
subsidiaries, intermediaries and holding companies adopt certain provisions in
their certificates of incorporation that require certain remedial action in
the event that an individual owner of any security of such company is found
disqualified under the New Jersey Act. The required certificate of
incorporation provisions vary depending on whether the stock of the company
subject to the requirements of the New Jersey Act is publicly or privately
traded. Pursuant to the New Jersey Act, the certificate of incorporation of a
publicly held company must provide that any securities of such corporation are
held subject to the condition that if a holder is found to be disqualified by
the New Jersey Commission pursuant to the New Jersey Act, such holder shall
dispose of his interest in such company. The certificate of incorporation of a
privately held company must create the absolute right of the company to
repurchase at the market price or purchase price, whichever is the lesser, any
security, share or other interest in the company in the event the New Jersey
Commission disapproves a transfer in accordance with the provisions of the New
Jersey Act.
The Company is a publicly held company and, accordingly, the Company intends
to amend its Certificate of Incorporation to provide that a holder of the
Company's securities must dispose of such securities if the holder is found
disqualified under the New Jersey Act. In addition, the Company intends to
amend its certificate of Incorporation to provide that the Company may redeem
the stock of any holder found to be disqualified.
If the New Jersey Commission should find a security holder to be unqualified
to be a holder of securities of a casino licensee or holding company, not only
must the disqualified holder dispose of such securities but, in addition,
commencing on the date the New Jersey Commission serves notice upon the
Company of the determination of disqualification, it shall be unlawful for the
disqualified holder (1) to receive any dividends or interest upon any such
securities, (2) to exercise, directly or through any trustee or nominee, any
right conferred by such securities, or (3) to receive any remuneration in any
form from the licensee for services rendered or otherwise. If the New Jersey
Commission should find a security holder to be unqualified to be a holder of
securities of a casino licensee or holding company, the New Jersey Commission
shall take any necessary action to protect the public interest including the
suspension or revocation of the casino license except that if the disqualified
person is the holder of securities of a publicly traded holding company, the
New Jersey
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Commission shall not take action against the casino license if (1) the holding
company has the corporate charter provisions concerning divestiture of
securities by disqualified owners required by the New Jersey Act, (2) the
holding company has made good faith efforts including the pursuit of legal
remedies to comply with any order of the New Jersey Commission, and (3) the
disqualified holder does not have the ability to control the company or elect
one or more members of the Company's board of directors.
If, at any time, it is determined that MGM Grand Atlantic City, Inc. has
violated the New Jersey Act or Regulations, or if any security holder of the
Company or MGM Grand Atlantic City, Inc. who is required to be qualified under
the New Jersey Act is found to be disqualified but does not dispose of the
securities, MGM Grand Atlantic City, Inc. could be subject to fines or its
license could be suspended or revoked. If MGM Grand Atlantic City, Inc.'s
license is revoked, the New Jersey Commission could appoint a conservator to
operate and to dispose of any hotel/casino facilities of MGM Grand Atlantic
City, Inc. Net proceeds of a sale by a conservator and net profits of
operations by a conservator (at least up to an amount equal to a fair return
on MGM Grand Atlantic City, Inc.'s investment which is reasonable for casinos
or hotels) would be paid to the Company.
In addition to compliance with the New Jersey Act and Regulations relating
to gaming, any facility built in Atlantic City by MGM Grand Atlantic City,
Inc. or any other subsidiary of the Company must comply with the New Jersey
and Atlantic City laws and regulations relating to, among other things, the
Coastal Area Facilities Review Act, construction of buildings, environmental
considerations, operation of hotels and the sale of alcoholic beverages.
The New Jersey Commission is authorized to establish fees for the issuance
or renewal of casino licenses and casino hotel alcoholic beverage licenses.
There is also an annual license fee on each slot machine. The New Jersey
Commission is also authorized by regulation to establish annual fees for the
issuance and renewal of licenses other than casino licenses.
The New Jersey Act imposes an annual tax of eight percent on gross revenues
(as defined in the New Jersey Act). In addition, casino licensees are required
to invest one and one-quarter percent of gross revenues for the purchase of
bonds to be issued by the CRDA or make other approved investments equal to
that amount. In the event the investment requirement is not met, the casino
licensee is subject to a tax in the amount of two and one-half percent on
gross revenues.
EMPLOYEES
As of December 31, 1996, the Company and its subsidiaries employed
approximately 6,200 full time equivalent employees at the MGM Grand Las Vegas
and its corporate offices. Effective December 1, 1996, the Company and the
International Union of Operating Engineers, Local 501 finalized a collective
bargaining agreement, running through December 1, 2001, covering approximately
90 facilities and maintenance employees. On November 15, 1996, the Company
voluntarily recognized the Local Joint Executive Board of Las Vegas, on behalf
of the Hotel Employees Restaurant Employee International Union, Local 226 and
the Bartenders Union, Local 165 as the exclusive bargaining representative of
approximately 2,800 employees, and has commenced negotiations.
As of December 31, 1996, MGM Grand Australia employed approximately 400 full
time equivalent employees. Hourly employees are covered by collective
bargaining agreements.
As of December 31, 1996, NYNY employed approximately 1,777 full time
equivalent employees; operations of NYNY commenced on January 3, 1997. As of
December 31, 1996, none of NYNY's employees were covered by collective
bargaining agreements. NYNY has voluntarily recognized the Local Joint
Executive Board of Las Vegas, on behalf of the Hotel Employees Restaurant
Employee International Union, Local 226 and the Bartenders Union, Local 165 as
the exclusive bargaining
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representative of approximately 820 employees. The Company anticipates
completing negotiations during the first quarter of 1997.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, where it rents approximately 8,800
square feet from MGM Grand Las Vegas.
MGM Grand Las Vegas' principal executive offices are also located at 3799
Las Vegas Boulevard South, Las Vegas, Nevada, 89109. Certain other office and
warehouse space is leased by MGM Grand Las Vegas consisting of approximately
132,000 square feet located in Las Vegas, Nevada, for an annual rent of
approximately $504,000. Approximately 5,800 square feet of the leased space
was subleased to NYNY LLC, for an annual rent of approximately $55,500; NYNY
LLC terminated the lease and relocated their offices to NYNY on December 31,
1996, and no further lease revenues are anticipated.
MGM Grand Las Vegas is located on approximately 113 acres on the Strip in
Las Vegas, Nevada. The property is subject to a first priority deed of trust
securing bank financing of up to $600,000,000, on which there are no amounts
outstanding, which bears interest based on LIBOR or the bank reference rate,
and which is due December 2001.
In January 1995, the Company contributed an 18-acre site, located at the
intersection of the Strip and Tropicana Avenue, to NYNY LLC. (See Item 1.
Business.) This property, together with an adjacent two-acre parcel, is
subject to a first priority deed of trust securing bank financing of up of
$285,000,000, of which the full amount has been drawn down, and which bears
interest based on the bank prime rate, federal funds rate or LIBOR rate, and
is due December 2001.
MGM Grand Australia's principal executive offices are located at Gilruth
Avenue, Mindil Beach, Darwin, Northern Territory 0801, Australia. In September
1995, the Company acquired MGM Grand Australia which is located on an 18-acre
beach front site on the north central coast of Australia. (See Item 1.
Business.) This property is subject to a first priority deed of trust securing
bank financing of up to approximately $83,391,000, which bears interest based
on the Australian bank bill rate and is due December 2000.
ITEM 3. LEGAL PROCEEDINGS
On April 5, 1996, a lawsuit was filed in the Superior Court of California,
County of Los Angeles by Sheldon Gordon and Randy Brant against the Company.
The suit alleges that the Company breached an oral joint venture agreement to
have real estate developers Gordon/Brant design and develop a retail and
entertainment center at the portion of MGM Grand Las Vegas which fronts the
Strip. Plaintiffs claim the alleged oral agreement was formed on essentially
the terms set forth in an earlier letter which provided it could not be relied
upon for any reason, and that no binding agreement would exist until an
Operating Agreement had been duly executed by the Company. They are suing for
$350,000 in costs advanced in anticipation of the project being constructed,
as well as damages of approximately $100 million from lost profits that would
have resulted upon completion, and damage to their reputations. Management
believes that the claims are wholly without merit and does not expect that the
lawsuit will have a material adverse effect on the Company's financial
condition or results of operations. On July 8, 1996, the jurisdiction of the
lawsuit was transferred to the U.S. District Court for the District of Nevada.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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EXECUTIVE OFFICERS OF THE REGISTRANT
J. TERRENCE LANNI (age 54) has served as Chairman of the Company since July
1995, and as a Director, Chairman of the Executive Committee and Chief
Executive Officer of the Company since June 1995. He also served as President
of the Company from June 1995 to July 1995. Prior thereto, he was President
and Chief Operating Officer of Caesars World, Inc. from April 1981 to February
1995.
ALEX YEMENIDJIAN (age 41) has served as a Director of the Company since
December 1989, as President of the Company since July 1995, as Chief Operating
Officer of the Company since June 1995, and as Chief Financial Officer of the
Company since May 1994. He also served as Executive Vice President of the
Company from June 1992 to July 1995, as Chairman of the Executive Committee
from January 1991 to June 1992, and as President and Chief Operating Officer
of the Company from March 1990 to January 1991. He also served as an executive
of Tracinda from January 1990 to January 1997.
FRED BENNINGER (age 80) has served as a Director of the Company since
February 1986, and as Vice Chairman of the Board since April 1995. He was
Chairman of the Board from August 1987 to April 1995. He also served as Chief
Executive Officer of the Company from August 1987 to January 1991, and as
President of the Company from August 1987 to March 1990.
SCOTT LANGSNER (age 43) has served as Secretary/Treasurer of the Company
since July 1987.
KENNETH A. ROSEVEAR (age 47) served as Senior Vice President-Development of
the Company from November 1995 to October 1996, when he relinquished his
position in favor of the position of President and Chief Operating Officer of
MGM Grand Development, Inc., a wholly-owned subsidiary of the Company. From
November 1993 to November 1995, he served as President of Caesars World Gaming
Development Corporation. For more than five years prior thereto, he served as
Chief Executive of Sun International Group in South Africa.
EDWARD J. JENKINS (age 52) has served as Vice President of the Company since
October 1995. From July 1992 to October 1995, he served as Vice President,
Security, for Caesars World, Inc. He previously was a 30-year veteran of the
FBI, holding various management positions at Bureau offices throughout the
United States.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is listed on the New York Stock Exchange. For
price information with respect to such Common Stock, see page 48 of the
Company's 1996 Annual Report to Stockholders, which information is
incorporated herein by this reference.
As of March 13, 1997, there were approximately 57,863,526 record holders of
the Company's Common Stock.
The Company has not paid any dividends to date on the Common Stock. The
declaration of dividends (which is within the discretion of the Company's
Board of Directors) will depend on the earnings, financial position and
capital requirements of the Company and other relevant factors existing at the
time.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth on page 2 of the Company's 1996 Annual Report to
Stockholders is incorporated herein by this reference.
17
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth on pages 23 to 27 of the Company's 1996 Annual
Report to Stockholders is incorporated herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets as of December 31, 1996 and 1995 and the
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1996 with the
Report of Independent Public Accountants contained on pages 28 to 45 of the
Company's 1996 Annual Report to Stockholders are incorporated herein by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information called for by PART III (Items 10, 11, 12, and 13) has been
omitted, as the Company intends to file with the Securities and Exchange
Commission not later than 120 days after the end of its fiscal year, a
definitive Proxy Statement pursuant to regulation 14A, except that the
information regarding the Company's executive officers called for by Item 10
of PART III has been included in PART I of this Form 10-K under the heading
"Executive Officers of the Registrant."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The financial statements and schedule listed in the accompanying Index
to Financial Statements at Page 21 herein are filed as part of this Form 10-K.
(b) Exhibits
The exhibits listed in the accompanying Exhibit Index on Pages 24 to 25 are
filed as part of this Form 10-K.
18
<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.
MGM GRAND, INC.
By: /s/ J. Terrence Lanni
_____________________________________
J. Terrence Lanni
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Alex Yemenidjian
_____________________________________
Alex Yemenidjian
President, Chief Operating Officer
and Chief Financial Officer
Dated: March 10, 1997
19
<PAGE>
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Terrence Lanni Chairman of the Board and March 10, 1997
____________________________________ Chief Executive Officer
J. Terrence Lanni
/s/ Alex Yemenidjian President, Chief Operating March 10, 1997
____________________________________ Officer, Chief Financial
Alex Yemenidjian Officer and Director
/s/ Fred Benninger Vice-Chairman of the Board March 10, 1997
____________________________________
Fred Benninger
/s/ James D. Aljian Director March 10, 1997
____________________________________
James D. Aljian
/s/ Terry N. Christensen Director March 10, 1997
____________________________________
Terry N. Christensen
Director March , 1997
____________________________________
Glenn A. Cramer
Director March , 1997
____________________________________
Willie D. Davis
Director March , 1997
____________________________________
Alexander M. Haig, Jr.
Director March , 1997
____________________________________
Kirk Kerkorian
/s/ Walter M. Sharp Director March 10, 1997
____________________________________
Walter M. Sharp
/s/ Jerome B. York Director March 10, 1997
____________________________________
Jerome B. York
</TABLE>
20
<PAGE>
INDEX TO FINANCIAL STATEMENTS
(ITEM 14(A))
<TABLE>
<CAPTION>
Annual
Report to Form
Stockholders 10-K
Page Page
------------ ----
<S> <C> <C>
Report of Independent Public Accountants..................... 45
Consolidated Statements of Operations--For the years ended
December 31, 1996, 1995, 1994............................... 28
Consolidated Balance Sheets as of December 31, 1996 and 1995. 29
Consolidated Statements of Cash Flows--For the years ended
December 31, 1996, 1995, 1994............................... 30
Consolidated Statements of Stockholders' Equity--For the
years ended December 31, 1996, 1995, and 1994............... 31
Notes to Consolidated Financial Statements................... 32
Selected Quarterly Financial Results (unaudited)............. 46
Report of Independent Public Accountants on Supplemental 22
Schedule....................................................
Schedule II--Valuation and Qualifying Accounts............... 23
</TABLE>
All other schedules have been omitted either as inapplicable or not required
under the instructions contained in Regulation S-X, or because the information
is included in the financial statements or the notes thereto.
21
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
To MGM Grand, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in MGM Grand, Inc.'s Annual
Report to stockholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 30, 1997. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
supplemental Schedule II as shown on page 22 is the responsibility of the
Company's management, is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
January 30, 1997
22
<PAGE>
MGM GRAND, INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
(In thousands)
<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO AMOUNTS BALANCE
BEGINNING COSTS AND WRITTEN AT END OF
DESCRIPTION OF PERIOD EXPENSES OFF PERIOD
----------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C>
FOR THE YEAR ENDED DECEMBER 31, 1996:
Allowance for doubtful accounts and
discounts........................... $33,072 $38,635 $36,275 $35,432
======= ======= ======= =======
FOR THE YEAR ENDED DECEMBER 31, 1995:
Allowance for doubtful accounts and
discounts........................... $17,624 $57,683 $42,235 $33,072
======= ======= ======= =======
FOR THE YEAR ENDED DECEMBER 31, 1994:
Allowance for doubtful accounts and
discounts........................... $ 4,733 $44,181 $31,290 $17,624
======= ======= ======= =======
</TABLE>
23
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
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
covenants, and U.S. Trust Company of California, N.A., a national
banking corporation validly organized and existing under the laws of
the United States, as Trustee (the "Trustee"), relating to First
Mortgage 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).
4(1) Irrevocable Security Agreement of MGM Grand, Inc. Regarding Defeasance
and Redemption, together with Certificate of Defeasance.
4(2) Irrevocable Security Agreement of MGM Grand Hotel Finance Corp.
Regarding Defeasance and Redemption, together with Certificate of
Defeasance.
4(3) Certificate of Defeasance dated as of October 29, 1996.
10(1) MGM Grand, Inc. Nonqualified Stock Option Plan.
10(2) MGM Grand, Inc. Incentive Stock Option Plan.
10(3) Bank of America Senior Secured $600,000,000 Reducing Revolving Credit
Facility dated as of July 1, 1996, and Amendment No. 1(incorporated by
reference to Exhibit (A) to the Company's Quarterly Report on Form 10-
Q for the quarterly period ended September 30, 1996).
10(4) 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(5) 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(6) 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(7) 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(8) Construction/Revolving Loan Agreement dated as of September 15, 1995
among New York-New York Hotel, LLC and the banks named therein
(incorporated by reference to Exhibit 10(18) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995 (the
1995 10-K).
10(9) Completion Guaranty dated as of September 15, 1995 by the Company and
Primadonna Resorts, Inc. (incorporated by reference to Exhibit 10(19)
to the 1995 10-K).
10(10) Keep Well Agreement dated as of September 15, 1995 by the Company and
Primadonna Resorts, Inc. (incorporated by reference to Exhibit 10(20)
to the 1995 10-K), as amended.
10(11) 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 (incorporated by reference to
Exhibit 10(21) to the 1995 10-K).
10(12) Loan Agreement between MGM Grand Australia and the banks named therein
dated September 6, 1995 (incorporated by reference to Exhibit 10(22)
to the 1995 10-K).
</TABLE>
24
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10(13) MGM Grand, Inc. Continuing Guaranty dated as of September 1, 1995
(incorporated by reference to Exhibit 10(23) to the 1995 10-K).
10(14) Option Deed dated as of June 30, 1995 between the Shareholders named
therein, the Company and the persons named therein (incorporated by
reference to Exhibit 10(24) to the 1995 10-K).
10(26) Letter Agreement dated April 13, 1995 between the Company and J.
Terrence Lanni (incorporated by reference to Exhibit 10(26) to the
1995 10-K).
10(27) Letter Agreement dated October 10, 1995 between the Company and Edward
Jenkins.
10(28) Letter Agreement dated October 10, 1995 between the Company and Ken
Rosevear.
10(29) Letter Agreement dated September 25, 1995 between the Company and
T. Patrick Smith.
10(30) Annual Performance Based Incentive Plan For Executive Officers.
13* The Company's 1996 Annual Report to Stockholders.
21 List of Subsidiaries.
23 Consent of Independent Public Accountants.
27 Financial Data Schedule.
</TABLE>
- --------
* 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.
25
<PAGE>
EXHIBIT 10.1
MGM GRAND, INC.
NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of the MGM Grand, Inc. Nonqualified Stock Option
Plan is to provide a means whereby MGM Grand, Inc. may attract and retain
persons of ability as employees and motivate such persons to exert their best
efforts on behalf of the Company and any Parent or Subsidiary.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the administrative committee appointed
pursuant to Section 3.
(d) "Company" shall mean MGM Grand, Inc., a Delaware Corporation.
(e) "Nonqualified Option" shall mean an option to purchase shares of
Stock, subject to the terms and conditions described in the Plan, which is not
an incentive stock option within the meaning of Code Section 422A.
(f) "Parent" shall mean a parent corporation as defined in Code Section
425(e).
(g) "Participant" shall mean an employee of the Company or any Parent
or Subsidiary who is designated to receive Nonqualified Options pursuant to
Section 3.
(h) "Plan" shall mean the MGM Grand, Inc. Nonqualified Stock Option
Plan.
(i) "Stock" shall mean the Company's $.01 par value common stock.
(j) "Subsidiary" shall mean a subsidiary corporation as defined in Code
Section 425(f) or any partnership or joint venture in which the Company owns a
50 percent or greater ownership interest.
3. Administration. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Board. Members of the Committee shall be members of the Board.
No participant in the Plan shall be entitled to receive options to purchase more
than 1,000,000 share of Common Stock in any calendar year.
All employees of the Company or any Parent or Subsidiary (other than any
employee who owns stock possession more than 10 percent of the total combined
voting power or value
<PAGE>
of all classes of stock of the Company or any Parent or Subsidiary) shall be
eligible to receive Nonqualified Options. Subject to the provisions of the
Plan, the Committee shall have the power to (a) determine and designate from
time to time those employees who perform services for the Company or for any
Parent or Subsidiary who shall be Participants in the Plan and the number of
shares to be subject to the Nonqualified Options to be granted to each
Participant; provided, however, that the Nonqualified option shall be granted
after the expiration of the period of ten years from the effective date of the
Plan specified in Section 8; (b) authorize the granting of Nonqualified Options
to Participants; and (c) determine the time and the manner when each
Nonqualified Option shall be exercisable and the duration of the exercised
period.
For all purposes of this Plan, the fair market value of the Stock shall be
determined in good faith by the Committee by applying the rules and principles
of valuation set forth in Treasury Regulations Section 20.2031-2, relating to
the valuation of stocks and bonds for purposes of Code Section 2031.
The Committee may interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other action as it deems
necessary or advisable. Without limiting the generality of the foregoing
sentence, the Committee may, it its discretion, treat all or any portion of any
period during which a Participant is on military or on an approved leave of
absence from the Company or a Parent or Subsidiary as a period of service of
such Participant with the Company or a Parent or Subsidiary, as the case may be,
for purposes of accrual of his or her rights under the Nonqualified Options.
Any interpretation, determination, or other action made or taken by the
Committee shall be final, binding, and conclusive. Any action reduced to
writing and signed by all members of the Committee shall be as fully effective
as if it had been taken by vote at a meeting duly called and held. No member of
the Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Nonqualified
Options.
4. Benefits Available Under Plan. The benefits provided by the Plan to
Participants are Nonqualified Options. Nonqualified Option. may be granted by
the Company from time to time for all Participants to acquire an aggregate of
5,000,000 shares of Stock, subject to adjustment as provided in Paragraph 5(h),
and reduced by the number of shares subject to options which are granted under
the MGM Grand, Inc. Incentive Stock Option Plan. The shares to be delivered upon
exercise of Nonqualified Options shall be made available, at the discretion of
the Board, either from authorized but unissued shares of Stock or from Stock
reacquired by the Company, including shares purchased in the open market. If any
Nonqualified Option terminates, expires or is cancelled with respect to any
shares of Stock, new Nonqualified Options may thereafter be granted covering
such shares.
5. Terms and Conditions. Each Nonqualified Option shall be evidenced by
an agreement (the "Agreement"), in a form approved by the Committee, which shall
be signed by an officer of the Company and the Participant receiving the
Nonqualified Option, and
-2-
<PAGE>
which shall be subject to the following express terms and conditions and to such
other terms and conditions as the Committee may deem appropriate:
(a) Period. Each Agreement shall specify that the Nonqualified Option
thereunder is granted for a period not to exceed ten years (the "Option Period")
and shall provided that the Nonqualified Option shall expire at the end of such
period.
(b) Option Price. The price per share at which a Nonqualified Option
may be exercised (the "Option Price") shall be determined by the Committee at or
prior to the time the Nonqualified Option is granted, but shall be at least
equal to the fair market value per share at the time the Nonqualified Option is
granted.
(c) Exercise of Option. In order to exercise the Nonqualified Options,
the person or persons entitled to exercise them shall give written notice to the
Company specifying the number of shares to be purchased pursuant to the exercise
of the Nonqualified Options. This notice shall be accompanied by payment for the
shares as provided in Paragraph 5(d). Options may be exercised at such time or
times as may be determined by the Committee at the time of grant, subject to the
provision of this Section 5, including the following limitation: no part of any
Nonqualified Option may be exercised until the Participant holding the
Nonqualified Option shall have performed services for the Company or for a
Parent or Subsidiary for such period after the date on which the Nonqualified
Option is granted as the Committee may specify in the Agreement; provided,
however, that, although a Nonqualified Option may provide for earlier exercise,
each Nonqualified Option must be exercisable so that at least 20 percent of the
shares subject to the Nonqualified Option are exercisable no later than the
third anniversary of the grant of the Nonqualified Option, 40 percent of such
shares no later than the fourth such anniversary, 60 percent of such shares no
later than the fifth such anniversary, 80 percent of such shares no later than
the sixth such anniversary, and 100 percent of such shares no later than the
seventh such anniversary; provided, further, that if the Committee authorizes a
Nonqualified Option exercisable in more than one installment and if the
employment of any Participant holding such a Nonqualified Option is terminated
for any reason after the first day on which the right to exercise any portion of
the Nonqualified Option has accrued, the number of shares with respect to which
the Nonqualified Option shall be deemed to have accrued at the date of
termination of employment shall be such number of shares as to which the right
to exercise the Nonqualified Option accrued prior to the date of termination of
employment, plus, in case the Nonqualified Option was not fully exercisable on
such date, that proportion of the number of shares with respect to which the
Nonqualified Option would next have become exercisable but for such termination
of employment as the number of days the Participant was employed by the Company,
or a Parent or Subsidiary, prior to such date and subsequent to the last
preceding on which the right to exercise the Nonqualified Option as to
additional shares accrued (the "Preceding Exercise Date") bears the number of
days between the Preceding Exercise Date and the next date on which the right to
exercise the Nonqualified Option as to additional shares would otherwise accrue;
and provided, further, that no Nonqualified Option may at any time be exercised
in part with respect to fewer than the
-3-
<PAGE>
lesser of (i) fifty shares, or (ii) the number of shares which remain to be
purchased pursuant to the Nonqualified Option.
(d) Payment of Option Price. The Option Price of the Stock transferred
to a Participant pursuant to the exercise of a Nonqualified Option shall be paid
to the Company at the time of delivery of notice to exercise: (1) in cash; (2)
with previously acquired Stock having a fair market value to the Option Price;
or (3) with cash and previously acquired Stock having a fair market value which
together with the cash is equal to the Option Price.
(e) Exercise in the Event of Death or Termination of Employment. If a
Participant holding Nonqualified Options shall terminate employment by the
Company, its Parent or Subsidiaries because of death, or shall die within three
months of termination of employment by the Company, its Parent and Subsidiaries,
the Nonqualified Options held by the Participant may be exercised, to the extent
that the Participant was entitled to do so at the date of termination of
employment, by the person or person to whom the Participant's rights under the
Nonqualified Options pass by will or applicable law, or if no such person has
such rights, the Participant's executors or administrators, at any time, within
one year after the date of such termination of employment, but in no event later
than the expiration date specified pursuant to Paragraph 5(a). If a
Participant's employment by the Company, its Parent or Subsidiaries shall
terminate for any reason other than death, he may exercise his Nonqualified
Options, to the extent he was entitled to do so at the date of termination of
employment, at any time, or from time to time, within three months after the
date of termination of employment, but in no event later than the expiration
date specified pursuant to Paragraph 5(a).
(f) Nontransferability. No Nonqualified Option granted under the Plan
shall be transferrable other than by will or by the laws of descent and
distribution. No interest of any Participant under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process. During the lifetime of the Participant,
Nonqualified Options shall be exercisable only by the Participant who received
them.
(g) Investment Representation. Each Agreement shall contain a provision
that, upon demand by the Company for such a representation, the Participant
holding the Nonqualified Options (or any person acting under Paragraph 5(e))
shall deliver to the Participant at the time of any exercise of any Nonqualified
Options a written representation that the shares to be acquired upon such
exercise are to be acquired for investment and not for resale or with a view to
the distribution thereof. Upon such demand, delivery of such representation
prior to the delivery of any shares issued upon exercise of Nonqualified Options
and prior to the expiration of the Option Period shall be a condition precedent
to the right of the Participant or such other person to acquire any shares.
(h) Adjustments in Event of Change in Stock. In the event of any change
in the Stock by reason of any stock dividend, recapitalization,reorganization,
merger, consolidation, split-up, combination, or exchange of shares, or of any
similar change
-4-
<PAGE>
affecting the Stock, the number and class of shares which thereafter may be
acquired under the Plan, the number and class of shares subject to outstanding
Agreements, the Option Price per share thereof, and any other terms of the Plan
or the Agreements which in the Committee's sole discretion require adjustment
(including, without limitation, relating to the Stock, other securities, cash or
other consideration which may be acquired upon exercise of the Nonqualified
Options) shall be appropriately adjusted consistent with such change in such
manner as the Committee may deem appropriate.
(i) No Rights as Shareholder. No Participant shall have any rights as a
shareholder with respect to any shares subject to Nonqualified Options prior to
the date of issuance to him of a certificate or certificates for such shares.
(j) No Rights to Continued Employment. The Plan any Nonqualified
Options granted under the Plan shall not confer upon any employee any right with
respect to continuance of employment by the Company or any Parent or Subsidiary,
nor shall they interfere in any way with the right of the Company or any Parent
or Subsidiary for which an employee performs services to terminate his
employment at any time.
(k) Arrangement for Tax Payment. Each Agreement shall contain a
provision that the Participant shall agree to make any arrangements required by
the Committee to insure that the amount of tax required to be withheld by the
Company or a Parent or Subsidiary as a result of the exercise of Nonqualified
Options is available for payment.
(l) Certain Corporate Transactions. Each Agreement shall provide that
nothing in the Plan or the Agreement shall in any way prohibit the Company from
merging or consolidating into another corporation, or from selling or
transferring all or substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or from
dissolving and terminating its corporate existence, and in any such event (other
than a merger in which the Company is the surviving corporation and under the
terms of which the shares of Stock outstanding immediately prior to the merger
remain outstanding and unchanged), the Participant shall be entitled to receive,
at the time the Nonqualified Option or portion thereof would otherwise become
exercisable and upon payment of the Option Price, the same shares of stock,
cash, or other consideration received by shareholders of the Company in
accordance with such merger, consolidation, sale or transfer of assets,
liquidation or dissolution.
6. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Nonqualified Options under the Plan, and the obligation of the
Company to transfer shares under these Nonqualified Options shall be subject to
all applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to the Participants,
and to any approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to (a) the listing of such shares on any stock exchange on
which the Stock may then be listed, where such listing is required under the
rules or
-5-
<PAGE>
regulations of such exchange, and (b) the compliance with applicable federal and
state securities laws and regulations relating to the issuance and delivery of
such certificates; provided, however, that the Company shall make all reasonable
efforts to so list such shares and to comply with such laws and regulations.
7. Amendment and Discontinuance. The Board may from time to time amend,
suspend or discontinue the Plan; provided, however, that subject to the
provisions of Paragraph 5(h), no action of the Board may (a) increase the number
of shares reserved for options pursuant to Section 4 without approval of the
shareholders of the Company, (b) permit the granting of any Nonqualified Option
at an Option Price less than that determined in accordance with Paragraph 5(b),
(c) permit the granting of Nonqualified Options which expire beyond the period
provided for in Paragraph 5(a), or (d) many any material change in the class of
eligible employees as defined in the Plan.
8. Effective Date. The effective date of the Plan shall be the earlier of
the date the Plan is adopted by the Board or the date the Plan is approved by
shareholders of the Company.
-6-
<PAGE>
MGM GRAND, INC.
INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the MGM Grand, Inc. Incentive Option Plan is
to provide a means whereby MGM Grand, Inc. may attract and retain persons of
ability as employees and motivate such persons to exert their best efforts on
behalf of the Company and any Parent or Subsidiary.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the administrative committee appointed
pursuant to Section 3.
(d) "Company" shall mean MGM Grand, Inc., a Delaware Corporation.
(e) "Incentive Option" shall mean an option to purchase shares of
Stock, subject to the terms and conditions described in the Plan, which is not
an incentive stock option within the meaning of Code Section 422A.
(f) "Parent" shall mean a parent corporation as defined in Code Section
425(e).
(g) "Participant" shall mean an employee of the Company or any Parent
or Subsidiary who is designated to receive Incentive Options pursuant to Section
3.
(h) "Plan" shall mean the MGM Grand, Inc. Incentive Stock Option Plan.
(i) "Stock" shall mean the Company's $.01 par value common stock.
(j) "Subsidiary" shall mean a subsidiary corporation as defined in Code
Section 425(f) or any partnership or joint venture in which the Company owns a
50 percent or greater ownership interest.
3. Administration. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Board. Members of the Committee shall be members of the Board
and shall not be eligible to participate in the Plan while serving on the
Committee.
All employees of the Company or any Parent or Subsidiary (other than any
employee who owns stock possession more than 10 percent of the total combined
voting power or value of all classes of stock of the Company or any Parent or
Subsidiary) shall be eligible to
-7-
<PAGE>
receive Incentive Options. Subject to the provisions of the Plan, the Committee
shall have the power to (a) determine and designate from time to time those
employees who perform services for the Company or for any Parent or Subsidiary
who shall be Participants in the Plan and the number of shares to be subject to
the Incentive Options to be granted to each Participant; provided, however, that
the Incentive option shall be granted after the expiration of the period of ten
years from the effective date of the Plan specified in Section 8; (b) authorize
the granting of Incentive Options to Participants; and (c) determine the time
and the manner when each Incentive Option shall be exercisable and the duration
of the exercised period.
For all purposes of this Plan, the fair market value of the Stock shall be
determined in good faith by the Committee by applying the rules and principles
of valuation set forth in Treasury Regulations Section 20.2031-2, relating to
the valuation of stocks and bonds for purposes of Code Section 2031.
The Committee may interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other action as it deems
necessary or advisable. Without limiting the generality of the foregoing
sentence, the Committee may, it its discretion, treat all or any portion of any
period during which a Participant is on military or on an approved leave of
absence from the Company or a Parent or Subsidiary as a period of service of
such Participant with the Company or a Parent or Subsidiary, as the case may be,
for purposes of accrual of his or her rights under the Incentive Options. Any
interpretation, determination, or other action made or taken by the Committee
shall be final, binding, and conclusive. Any action reduced to writing and
signed by all members of the Committee shall be as fully effective as if it had
been taken by vote at a meeting duly called and held. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Incentive
Options.
4. Benefits Available Under Plan. The benefits provided by the Plan to
Participants are Incentive Options. Incentive Option may be granted by the
Company from time to time for all Participants to acquire an aggregate of
5,000,000 shares of Stock, subject to adjustment as provided in Paragraph 5(h),
and reduced by the number of shares subject to options which are granted under
the MGM Grand, Inc. Incentive Stock Option Plan. The shares to be delivered upon
exercise of Incentive Options shall be made available, at the discretion of the
Board, either from authorized but unissued shares of Stock or from Stock
reacquired by the Company, including shares purchased in the open market. If any
Incentive Option terminates, expires or is cancelled with respect to any shares
of Stock, new Incentive Options may thereafter be granted covering such shares.
5. Terms and Conditions. Each Incentive Option shall be evidenced by an
agreement (the "Agreement"), in a form approved by the Committee, which shall be
signed by an officer of the Company and the Participant receiving the Incentive
Option, and which shall be subject to the following express terms and conditions
and to such other terms and conditions as the Committee may deem appropriate:
-8-
<PAGE>
(a) Period. Each Agreement shall specify that the Incentive Option
thereunder is granted for a period not to exceed ten years (the "Option Period")
and shall provided that the Incentive Option shall expire at the end of such
period.
(b) Option Price. The price per share at which an Incentive Option may
be exercised (the "Option Price") shall be determined by the Committee at or
prior to the time the Incentive Option is granted, but shall be at least equal
to the fair market value per share at the time the Incentive Option is granted.
(c) Exercise of Option. In order to exercise the Incentive Options, the
person or persons entitled to exercise them shall give written notice to the
Company specifying the number of shares to be purchased pursuant to the exercise
of the Incentive Options. This notice shall be accompanied by payment for the
shares as provided in Paragraph 5(d). Options may be exercised at such time or
times as may be determined by the Committee at the time of grant, subject to the
provision of this Section 5, including the following limitation: no part of any
Incentive Option may be exercised until the Participant holding the Incentive
Option shall have performed services for the Company or for a Parent or
Subsidiary for such period after the date on which the Incentive Option is
granted as the Committee may specify in the Agreement; provided, however, that,
although a Incentive Option may provide for earlier exercise, each Incentive
Option must be exercisable so that at least 20 percent of the shares subject to
the Incentive Option are exercisable no later than the third anniversary of the
grant of the Incentive Option, 40 percent of such shares no later than the
fourth such anniversary, 60 percent of such shares no later than the fifth such
anniversary, 80 percent of such shares no later than the sixth such anniversary,
and 100 percent of such shares no later than the seventh such anniversary;
provided, further, that if the Committee authorizes a Incentive Option
exercisable in more than one installment and if the employment of any
Participant holding such a Incentive Option is terminated for any reason after
the first day on which the right to exercise any portion of the Incentive Option
has accrued, the number of shares with respect to which the Incentive Option
shall be deemed to have accrued at the date of termination of employment shall
be such number of shares as to which the right to exercise the Incentive Option
accrued prior to the date of termination of employment, plus, in case the
Incentive Option was not fully exercisable on such date, that proportion of the
number of shares with respect to which the Incentive Option would next have
become exercisable but for such termination of employment as the number of days
the Participant was employed by the Company, or a Parent or Subsidiary, prior to
such date and subsequent to the last preceding on which the right to exercise
the Incentive Option as to additional shares accrued (the "Preceding Exercise
Date") bears the number of days between the Preceding Exercise Date and the next
date on which the right to exercise the Incentive Option as to additional shares
would otherwise accrue; and provided, further, that no Incentive Option may at
any time be exercised in part with respect to fewer than the lesser of (i) fifty
shares, or (ii) the number of shares which remain to be purchased pursuant to
the Incentive Option.
(d) Payment of Option Price. The Option Price of the Stock transferred
to a Participant pursuant to the exercise of a Incentive Option shall be paid to
the Company at
-9-
<PAGE>
the time of delivery of notice to exercise: (1) in cash; (2) with previously
acquired Stock having a fair market value to the Option Price; or (3) with cash
and previously acquired Stock having a fair market value which together with the
cash is equal to the Option Price.
(e) Limitation. The aggregate fair market value (determined at the time
an option is granted) of the Stock with respect to which incentive stock options
described in Code Section 422A(b) are exercisable for the first time by any
Participant during any calendar year (under all plans of the Company and any
Parent and any Subsidiary) shall not exceed $100,000.
(f) Exercise in the Event of Death or Termination of Employment. If a
Participant holding Incentive Options shall terminate employment by the Company,
its Parent or Subsidiaries because of death, or shall die within three months of
termination of employment by the Company, its Parent and Subsidiaries, the
Incentive Options held by the Participant may be exercised, to the extent that
the Participant was entitled to do so at the date of termination of employment,
by the person or person to whom the Participant's rights under the Incentive
Options pass by will or applicable law, or if no such person has such rights,
the Participant's executors or administrators, at any time, within one year
after the date of such termination of employment, but in no event later than the
expiration date specified pursuant to Paragraph 5(a). If a Participant's
employment by the Company, its Parent or Subsidiaries shall terminate for any
reason other than death, he may exercise his Incentive Options, to the extent he
was entitled to do so at the date of termination of employment, at any time, or
from time to time, within three months after the date of termination of
employment, but in no event later than the expiration date specified pursuant to
Paragraph 5(a).
(g) Nontransferability. No Incentive Option granted under the Plan
shall be transferrable other than by will or by the laws of descent and
distribution. No interest of any Participant under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process. During the lifetime of the Participant,
Incentive Options shall be exercisable only by the Participant who received
them.
(h) Investment Representation. Each Agreement shall contain a provision
that, upon demand by the Company for such a representation, the Participant
holding the Incentive Options (or any person acting under Paragraph 5(e)) shall
deliver to the Participant at the time of any exercise of any Incentive Options
a written representation that the shares to be acquired upon such exercise are
to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such representation prior to
the delivery of any shares issued upon exercise of Incentive Options and prior
to the expiration of the Option Period shall be a condition precedent to the
right of the Participant or such other person to acquire any shares.
(i) Adjustments in Event of Change in Stock. In the event of any change
in the Stock by reason of any stock dividend, recapitalization, reorganization,
merger,
-10-
<PAGE>
consolidation, split-up, combination, or exchange of shares, or of any similar
change affecting the Stock, the number and class of shares which thereafter may
be acquired under the Plan, the number and class of shares subject to
outstanding Agreements, the Option Price per share thereof, and any other terms
of the Plan or the Agreements which in the Committee's sole discretion require
adjustment (including, without limitation, relating to the Stock, other
securities, cash or other consideration which may be acquired upon exercise of
the Incentive Options) shall be appropriately adjusted consistent with such
change in such manner as the Committee may deem appropriate.
(j) No Rights as Shareholder. No Participant shall have any rights as a
shareholder with respect to any shares subject to Incentive Options prior to the
date of issuance to him of a certificate or certificates for such shares.
(k) No Rights to Continued Employment. The Plan any Incentive Options
granted under the Plan shall not confer upon any employee any right with respect
to continuance of employment by the Company or any Parent or Subsidiary, nor
shall they interfere in any way with the right of the Company or any Parent or
Subsidiary for which an employee performs services to terminate his employment
at any time.
(l) Certain Corporate Transactions. Each Agreement shall provide that
nothing in the Plan or the Agreement shall in any way prohibit the Company from
merging or consolidating into another corporation, or from selling or
transferring all or substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or from
dissolving and terminating its corporate existence, and in any such event (other
than a merger in which the Company is the surviving corporation and under the
terms of which the shares of Stock outstanding immediately prior to the merger
remain outstanding and unchanged), the Participant shall be entitled to receive,
at the time the Incentive Option or portion thereof would otherwise become
exercisable and upon payment of the Option Price, the same shares of stock,
cash, or other consideration received by shareholders of the Company in
accordance with such merger, consolidation, sale or transfer of assets,
liquidation or dissolution.
6. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Incentive Options under the Plan, and the obligation of the Company
to transfer shares under these Incentive Options shall be subject to all
applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to the Participants,
and to any approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to (a) the listing of such shares on any stock exchange on
which the Stock may then be listed, where such listing is required under the
rules or regulations of such exchange, and (b) the compliance with applicable
federal and state securities laws and regulations relating to the issuance and
delivery of such certificates; provided, however, that the Company shall make
all reasonable efforts to so list such shares and to comply with such laws and
regulations.
-11-
<PAGE>
7. Certain Dispositions. All Incentive Options shall provide that if the
Participant makes a disposition, within the meaning of Code Section 425(c), of
any shares of Stock transferred upon exercise of an Incentive Option within two
years from the date of the granting of the Incentive Option or within one year
after the transfer of the shares of Stock to the Participant pursuant to the
exercise of the Incentive Option, the Participant shall notify the Company
within ten days of the disposition. The Company may cause an appropriate legend
to be affixed to any stock certificates representing the shares of Stock issued
under the Plan to enable it to receive notice of the disposition.
8. Amendment and Discontinuance. The Board may from time to time amend,
suspend or discontinue the Plan; provided, however, that subject to the
provisions of Paragraph 5(h), no action of the Board may (a) increase the number
of shares reserved for options pursuant to Section 4 without approval of the
shareholders of the Company, (b) permit the granting of any Incentive Option at
an Option Price less than that determined in accordance with Paragraph 5(b), (c)
permit the granting of Incentive Options which expire beyond the period provided
for in Paragraph 5(a), or (d) many any material change in the class of eligible
employees as defined in the Plan.
9. Effective Date. The effective date of the Plan shall be the earlier of
the date the Plan is adopted by the Board or the date the Plan is approved by
shareholders of the Company.
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<PAGE>
WORD PROCESSING DEPARTMENT WORK REQUEST FORM
THIS REQUEST FORM MUST ACCOMPANY EACH DOCUMENT SUBMITTED
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<TABLE>
<CAPTION>
TIME/DATE OUT TIME/DATE IN
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<S> <C> <C> <C>
ATTY/REQUESTER: Janet McCloud EXT.: 247
CLIENT NAME: MGM Grand BILLING NO.: 0176-071
DOCUMENT NO.: JSM 0054
</TABLE>
DOCUMENT
DESCRIPTION: Option Plans
________________________________________________________________________
DATE/TIME DUE: _______________________________________________________
DRAFT _________ DUPLICATE (COPY DOC./RETAIN ORIGINAL) _____________
FINAL _________ TOC/TOA __________ (ALLOW 1 HR FOR GENERATION)
REDLINING: CUMULATIVE __________ CURRENT VERSION __________
SPECIAL INSTRUCTIONS: __________________________________________________
________________________________________________________________________
________________________________________________________________________
================================================================================
SPACE BELOW FOR WORD PROCESSING DEPARTMENT USE ONLY
---------------------------------------------------
TIME STARTED: ______ TIME FINISHED: ______ TOTAL/INIT: /
---------------
Date/Initials: 03.13.97/HSH
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<PAGE>
EXHIBIT 10.2
MGM GRAND, INC.
INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of the MGM Grand, Inc. Incentive Option Plan is
to provide a means whereby MGM Grand, Inc. may attract and retain persons of
ability as employees and motivate such persons to exert their best efforts on
behalf of the Company and any Parent or Subsidiary.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the administrative committee appointed
pursuant to Section 3.
(d) "Company" shall mean MGM Grand, Inc., a Delaware Corporation.
(e) "Incentive Option" shall mean an option to purchase shares of
Stock, subject to the terms and conditions described in the Plan, which is not
an incentive stock option within the meaning of Code Section 422A.
(f) "Parent" shall mean a parent corporation as defined in Code Section
425(e).
(g) "Participant" shall mean an employee of the Company or any Parent
or Subsidiary who is designated to receive Incentive Options pursuant to Section
3.
(h) "Plan" shall mean the MGM Grand, Inc. Incentive Stock Option Plan.
(i) "Stock" shall mean the Company's $.01 par value common stock.
(j) "Subsidiary" shall mean a subsidiary corporation as defined in Code
Section 425(f) or any partnership or joint venture in which the Company owns a
50 percent or greater ownership interest.
3. Administration. The Plan shall be administered by the Committee,
consisting of at least three members, appointed by and holding office at the
pleasure of the Board. Members of the Committee shall be members of the Board
and shall not be eligible to participate in the Plan while serving on the
Committee.
All employees of the Company or any Parent or Subsidiary (other than any
employee who owns stock possession more than 10 percent of the total combined
voting power or value of all classes of stock of the Company or any Parent or
Subsidiary) shall be eligible to
<PAGE>
receive Incentive Options. Subject to the provisions of the Plan, the Committee
shall have the power to (a) determine and designate from time to time those
employees who perform services for the Company or for any Parent or Subsidiary
who shall be Participants in the Plan and the number of shares to be subject to
the Incentive Options to be granted to each Participant; provided, however, that
the Incentive option shall be granted after the expiration of the period of ten
years from the effective date of the Plan specified in Section 8; (b) authorize
the granting of Incentive Options to Participants; and (c) determine the time
and the manner when each Incentive Option shall be exercisable and the duration
of the exercised period.
For all purposes of this Plan, the fair market value of the Stock shall be
determined in good faith by the Committee by applying the rules and principles
of valuation set forth in Treasury Regulations Section 20.2031-2, relating to
the valuation of stocks and bonds for purposes of Code Section 2031.
The Committee may interpret the Plan, prescribe, amend, and rescind any
rules and regulations necessary or appropriate for the administration of the
Plan, and make such other determinations and take such other action as it deems
necessary or advisable. Without limiting the generality of the foregoing
sentence, the Committee may, it its discretion, treat all or any portion of any
period during which a Participant is on military or on an approved leave of
absence from the Company or a Parent or Subsidiary as a period of service of
such Participant with the Company or a Parent or Subsidiary, as the case may be,
for purposes of accrual of his or her rights under the Incentive Options. Any
interpretation, determination, or other action made or taken by the Committee
shall be final, binding, and conclusive. Any action reduced to writing and
signed by all members of the Committee shall be as fully effective as if it had
been taken by vote at a meeting duly called and held. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Incentive
Options.
4. Benefits Available Under Plan. The benefits provided by the Plan to
Participants are Incentive Options. Incentive Option may be granted by the
Company from time to time for all Participants to acquire an aggregate of
500,000,000 shares of Stock, subject to adjustment as provided in Paragraph
5(h), and reduced by the number of shares subject to options which are granted
under the MGM Grand, Inc. Incentive Stock Option Plan. The shares to be
delivered upon exercise of Incentive Options shall be made available, at the
discretion of the Board, either from authorized but unissued shares of Stock or
from Stock reacquired by the Company, including shares purchased in the open
market. If any Incentive Option terminates, expires or is cancelled with
respect to any shares of Stock, new Incentive Options may thereafter be granted
covering such shares.
5. Terms and Conditions. Each Incentive Option shall be evidenced by an
agreement (the "Agreement"), in a form approved by the Committee, which shall be
signed by an officer of the Company and the Participant receiving the Incentive
Option, and which shall be subject to the following express terms and conditions
and to such other terms and conditions as the Committee may deem appropriate:
2
<PAGE>
(a) Period. Each Agreement shall specify that the Incentive Option
thereunder is granted for a period not to exceed ten years (the "Option Period")
and shall provided that the Incentive Option shall expire at the end of such
period.
(b) Option Price. The price per share at which an Incentive Option may
be exercised (the "Option Price") shall be determined by the Committee at or
prior to the time the Incentive Option is granted, but shall be at least equal
to the fair market value per share at the time the Incentive Option is granted.
(c) Exercise of Option. In order to exercise the Incentive Options, the
person or persons entitled to exercise them shall give written notice to the
Company specifying the number of shares to be purchased pursuant to the exercise
of the Incentive Options. This notice shall be accompanied by payment for the
shares as provided in Paragraph 5(d). Options may be exercised at such time or
times as may be determined by the Committee at the time of grant, subject to the
provision of this Section 5, including the following limitation: no part of any
Incentive Option may be exercised until the Participant holding the Incentive
Option shall have performed services for the Company or for a Parent or
Subsidiary for such period after the date on which the Incentive Option is
granted as the Committee may specify in the Agreement; provided, however, that,
although a Incentive Option may provide for earlier exercise, each Incentive
Option must be exercisable so that at least 20 percent of the shares subject to
the Incentive Option are exercisable no later than the third anniversary of the
grant of the Incentive Option, 40 percent of such shares no later than the
fourth such anniversary, 60 percent of such shares no later than the fifth such
anniversary, 80 percent of such shares no later than the sixth such anniversary,
and 100 percent of such shares no later than the seventh such anniversary;
provided, further, that if the Committee authorizes a Incentive Option
exercisable in more than one installment and if the employment of any
Participant holding such a Incentive Option is terminated for any reason after
the first day on which the right to exercise any portion of the Incentive Option
has accrued, the number of shares with respect to which the Incentive Option
shall be deemed to have accrued at the date of termination of employment shall
be such number of shares as to which the right to exercise the Incentive Option
accrued prior to the date of termination of employment, plus, in case the
Incentive Option was not fully exercisable on such date, that proportion of the
number of shares with respect to which the Incentive Option would next have
become exercisable but for such termination of employment as the number of days
the Participant was employed by the Company, or a Parent or Subsidiary, prior to
such date and subsequent to the last preceding on which the right to exercise
the Incentive Option as to additional shares accrued (the "Preceding Exercise
Date") bears the number of days between the Preceding Exercise Date and the next
date on which the right to exercise the Incentive Option as to additional shares
would otherwise accrue; and provided, further, that no Incentive Option may at
any time be exercised in part with respect to fewer than the lesser of (i) fifty
shares, or (ii) the number of shares which remain to be purchased pursuant to
the Incentive Option.
(d) Payment of Option Price. The Option Price of the Stock transferred
to a Participant pursuant to the exercise of a Incentive Option shall be paid to
the Company at
3
<PAGE>
the time of delivery of notice to exercise: (1) in cash; (2) with previously
acquired Stock having a fair market value to the Option Price; or (3) with cash
and previously acquired Stock having a fair market value which together with the
cash is equal to the Option Price.
(e) Limitation. The aggregate fair market value (determined at the time
an option is granted) of the Stock with respect to which incentive stock options
described in Code Section 422A(b) are exercisable for the first time by any
Participant during any calendar year (under all plans of the Company and any
Parent and any Subsidiary) shall not exceed $100,000.
(f) Exercise in the Event of Death or Termination of Employment. If a
Participant holding Incentive Options shall terminate employment by the Company,
its Parent or Subsidiaries because of death, or shall die within three months of
termination of employment by the Company, its Parent and Subsidiaries, the
Incentive Options held by the Participant may be exercised, to the extent that
the Participant was entitled to do so at the date of termination of employment,
by the person or person to whom the Participant's rights under the Incentive
Options pass by will or applicable law, or if no such person has such rights,
the Participant's executors or administrators, at any time, within one year
after the date of such termination of employment, but in no event later than the
expiration date specified pursuant to Paragraph 5(a). If a Participant's
employment by the Company, its Parent or Subsidiaries shall terminate for any
reason other than death, he may exercise his Incentive Options, to the extent he
was entitled to do so at the date of termination of employment, at any time, or
from time to time, within three months after the date of termination of
employment, but in no event later than the expiration date specified pursuant to
Paragraph 5(a).
(g) Nontransferability. No Incentive Option granted under the Plan
shall be transferrable other than by will or by the laws of descent and
distribution. No interest of any Participant under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process. During the lifetime of the Participant,
Incentive Options shall be exercisable only by the Participant who received
them.
(h) Investment Representation. Each Agreement shall contain a provision
that, upon demand by the Company for such a representation, the Participant
holding the Incentive Options (or any person acting under Paragraph 5(e)) shall
deliver to the Participant at the time of any exercise of any Incentive Options
a written representation that the shares to be acquired upon such exercise are
to be acquired for investment and not for resale or with a view to the
distribution thereof. Upon such demand, delivery of such representation prior to
the delivery of any shares issued upon exercise of Incentive Options and prior
to the expiration of the Option Period shall be a condition precedent to the
right of the Participant or such other person to acquire any shares.
(i) Adjustments in Event of Change in Stock. In the event of any change
in the Stock by reason of any stock dividend, recapitalization, reorganization,
merger,
4
<PAGE>
consolidation, split-up, combination, or exchange of shares, or of any similar
change affecting the Stock, the number and class of shares which thereafter may
be acquired under the Plan, the number and class of shares subject to
outstanding Agreements, the Option Price per share thereof, and any other terms
of the Plan or the Agreements which in the Committee's sole discretion require
adjustment (including, without limitation, relating to the Stock, other
securities, cash or other consideration which may be acquired upon exercise of
the Incentive Options) shall be appropriately adjusted consistent with such
change in such manner as the Committee may deem appropriate.
(j) No Rights as Shareholder. No Participant shall have any rights as a
shareholder with respect to any shares subject to Incentive Options prior to the
date of issuance to him of a certificate or certificates for such shares.
(k) No Rights to Continued Employment. The Plan any Incentive Options
granted under the Plan shall not confer upon any employee any right with respect
to continuance of employment by the Company or any Parent or Subsidiary, nor
shall they interfere in any way with the right of the Company or any Parent or
Subsidiary for which an employee performs services to terminate his employment
at any time.
(l) Certain Corporate Transactions. Each Agreement shall provide that
nothing in the Plan or the Agreement shall in any way prohibit the Company from
merging or consolidating into another corporation, or from selling or
transferring all or substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or from
dissolving and terminating its corporate existence, and in any such event (other
than a merger in which the Company is the surviving corporation and under the
terms of which the shares of Stock outstanding immediately prior to the merger
remain outstanding and unchanged), the Participant shall be entitled to receive,
at the time the Incentive Option or portion thereof would otherwise become
exercisable and upon payment of the Option Price, the same shares of stock,
cash, or other consideration received by shareholders of the Company in
accordance with such merger, consolidation, sale or transfer of assets,
liquidation or dissolution.
6. Compliance With Other Laws and Regulations. The Plan, the grant and
exercise of Incentive Options under the Plan, and the obligation of the Company
to transfer shares under these Incentive Options shall be subject to all
applicable federal and state laws, rules and regulations, including those
related to disclosure of financial and other information to the Participants,
and to any approvals by any government or regulatory agency as may be required.
The Company shall not be required to issue or deliver any certificates for
shares of Stock prior to (a) the listing of such shares on any stock exchange on
which the Stock may then be listed, where such listing is required under the
rules or regulations of such exchange, and (b) the compliance with applicable
federal and state securities laws and regulations relating to the issuance and
delivery of such certificates; provided, however, that the Company shall make
all reasonable efforts to so list such shares and to comply with such laws and
regulations.
5
<PAGE>
7. Certain Dispositions. All Incentive Options shall provide that if the
Participant makes a disposition, within the meaning of Code Section 425(c), of
any shares of Stock transferred upon exercise of an Incentive Option within two
years from the date of the granting of the Incentive Option or within one year
after the transfer of the shares of Stock to the Participant pursuant to the
exercise of the Incentive Option, the Participant shall notify the Company
within ten days of the disposition. The Company may cause an appropriate legend
to be affixed to any stock certificates representing the shares of Stock issued
under the Plan to enable it to receive notice of the disposition.
8. Amendment and Discontinuance. The Board may from time to time amend,
suspend or discontinue the Plan; provided, however, that subject to the
provisions of Paragraph 5(h), no action of the Board may (a) increase the number
of shares reserved for options pursuant to Section 4 without approval of the
shareholders of the Company, (b) permit the granting of any Incentive Option at
an Option Price less than that determined in accordance with Paragraph 5(b), (c)
permit the granting of Incentive Options which expire beyond the period provided
for in Paragraph 5(a), or (d) many any material change in the class of eligible
employees as defined in the Plan.
9. Effective Date. The effective date of the Plan shall be the earlier of
the date the Plan is adopted by the Board or the date the Plan is approved by
shareholders of the Company.
6
<PAGE>
EXHIBIT 10.10
AMENDMENT NO. 1 TO KEEP-WELL AGREEMENT
--------------------------------------
Reference is made to that certain Keep-Well Agreement dated as of
September 15, 1995 (the "Keep-Well Agreement") among MGM Grand Inc., Primadonna
Resorts, Inc. and Bank of America N.T. & S.A., as Managing Agent for the Banks
under the Loan Agreement of even date therewith (the "Loan Agreement") with New
York -- New York Hotel & Casino, LLC, as Borrower. Capitalized terms not defined
herein are used with the meanings thereof for purposes of the Keep-Well
Agreement.
The Maintaining Parties and the Managing Agent, acting with the
written consent of the Requisite Banks pursuant to Section 12.2 of the Loan
Agreement, hereby agree as follows:
1. Section 3. Section 3 of the Keep-Well Agreement is hereby
---------
amended by adding thereto a new Subsection (d) to read in full as follows:
"(d) Notwithstanding Subsection (a) above, during any period
when there is outstanding indebtedness of Borrower permitted by
Sections 6.8(e) and 6.9(e) of the Loan Agreement ("Purchase
Money Indebtedness"), the Cash payments to be made into the
Deposit Account during an Insolvency Proceeding shall be
calculated pursuant to this Subsection (d). During any such
period, the Leverage Ratio and the Fixed Charge Coverage Ratio
shall be calculated (solely for purposes of Section 3 of this
------
Keep-Well Agreement) to ignore the effect of all outstanding
principal of, and payment of interest on, any Purchase Money
Indebtedness; provided that such principal and interest are
--------
concurrently taken into account to calculate amounts payable
under keep-well agreements substantially identical to this
Keep-Well Agreement in favor of the holders of Purchase Money
Indebtedness."
2. Section 8. Section 8 of the Keep-Well Agreement is amended by
---------
lower casing the initial word of the second sentence of Subsection (a) thereof
and adding the following clause at the beginning of such sentence:
"Except as otherwise provided in Section 18 hereof with respect
to the actions described in clauses (i) and (ii) of the
preceding sentence,"
-1-
<PAGE>
3. Confirmation. In all other respects, the Keep-Well Agreement is
------------
hereby confirmed.
Dated: January 17, 1997
--
MGM GRAND, INC.
By /s/ Scott Langsner
-----------------------------------
Scott Langsner Secretary/Treasurer
-----------------------------------
[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By
-----------------------------------
-----------------------------------
[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as Managing
Agent
By
-----------------------------------
-----------------------------------
[Printed Name and Title]
-2-
<PAGE>
3. Confirmation. In all other respects, the Keep-Well Agreement is
------------
hereby confirmed.
Dated: January 17, 1997
---
MGM GRAND, INC.
By
-------------------------------
-------------------------------
[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By /s/ Craig F. Sullivan
-------------------------------
Craig F. Sullivan, CFO/Treasurer
-------------------------------
[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as
Managing Agent
By
-------------------------------
-------------------------------
[Printed Name and Title]
-2-
<PAGE>
3. Confirmation. In all other respects, the Keep-Well Agreement is
------------
hereby confirmed.
Dated: January 17, 1997
---
MGM GRAND, INC.
By
-------------------------------
-------------------------------
[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By
-------------------------------
-------------------------------
[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as
Managing Agent
By /s/ Patrick Carroll
-------------------------------
Patrick Carroll, Vice President
-------------------------------
[Printed Name and Title]
-2-
<PAGE>
EXHIBIT 10.27
[Letterhead of MGM Grand, Inc.]
- --------------------------------------------------------------------------------
October 10, 1995
Mr. Ed Jenkins
5164 McLeod Drive
Las Vegas, NV 89120
Dear Mr. Jenkins:
This letter will memorialize the agreement between you and MGM Grand, Inc.
("Company").
1. Commencement Date: October 23, 1995
-----------------
2. Position/Title: Vice President
--------------
3. Compensation:
------------
a) Base: $140,000 per year
----
b) Stock Options: 25,000 shares of MGM Grand, Inc.'s common stock
-------------
pursuant to its Non-Qualified Stock Option Plan, and subject to the
following vesting schedule:
<TABLE>
<CAPTION>
End of Year Percent Vesting
----------- ---------------
<S> <C>
1 0
2 0
3 20
4 20
5 20
6 40
</TABLE>
c) Acceleration of Stock Options: If there is a change in control as a
-----------------------------
result of a sale or exchange to a third party of outstanding common
stock (as distinguished from a change in control resulting from the
issuance of treasury shares or from any other transaction) before
the stock options are fully vested, all unvested stock options
shall become fully vested as of the date of such sale or exchange.
<PAGE>
Mr. Ed Jenkins
October 10, 1995
Page 2
d) Additional Compensation: You will be entitled to
-----------------------
receive an annual bonus, not to exceed 50% of your base
compensation, at the sole discretion of the Company's
executive committee.
e) Sign on Bonus: You will receive $5,000 upon signing and
-------------
acceptance of this agreement.
f) Taxes: All payments to you under this section will be
-----
subject to withholding taxes and other tax requirements,
as applicable.
4. Duties and Responsibilities: Those consistent with
---------------------------
position/title including, but not limited to, security matters
related to domestic and international Company ventures, and
Company development matters as directed by the Senior Vice
President of Development.
5. Exclusivity: You agree to devote your full business time to
-----------
the Company, and to render your services solely and
exclusively for the Company and any of its affiliates.
6. Representations and Warranties: You represent and warrant that:
------------------------------
a) You can and will be unconditionally licensed by all
applicable gaming authorities, and other authorities,
including those to which the Company may become subject
in the future.
b) There are no existing conditions which may impair your
ability to perform your duties hereunder.
c) You have the full right to enter into this agreement,
and your entering into this agreement will not violate
or conflict with any arrangements or agreements you
have with any other entity.
7. Termination Right: Each party shall have the right to terminate this
-----------------
agreement and your employment hereunder on thirty (30) days notice without
any further obligations to the other, including, without limitation, any
obligations under Paragraph 3 above.
<PAGE>
Mr. Ed Jenkins
October 10, 1995
Page 3
8. Employee Benefits: You shall be entitled to all the employee benefits that
-----------------
are in place at the Company as of the commencement date of this agreement,
subject to change from time to time at the discretion of the Company.
If the foregoing properly reflects your understanding, please so acknowledge by
signing where indicated below.
Sincerely yours,
/s/ J. Terrence Lanni
J. Terrence Lanni
Chairman & CEO
MGM Grand, Inc.
Agreed to and acknowledged:
/s/ Edward Jenkins
- ---------------------------
Ed Jenkins
Dated: 10/10/95
----------
<PAGE>
EXHIBIT 10.28
[LETTERHEAD OF MGM GRAND, INC.]
================================================================================
October 10, 1995
Mr. Ken Rosevear
8407 Turtle Creek Circle
Las Vegas, NV 89113
Dear Ken:
This letter will memorialize the agreement between you and MGM Grand, Inc.
("Company").
1. Commencement Date: November 1, 1995
-----------------
2. Position/Title: Senior Vice President - Development
--------------
3. Compensation:
------------
a) Base: $270,000 per year
----
b) Stock Options: 50,000 shares of MGM Grand, Inc.'s common stock pursuant
-------------
to its Non-Qualified Stock Option Plan, and subject to the following
vesting schedule:
<TABLE>
<CAPTION>
End of Year Percent Vesting
----------- ---------------
<S> <C>
1 0
2 0
3 20
4 20
5 20
6 40
</TABLE>
c) Acceleration of Stock Options: If there is a change in control as a
-----------------------------
result of a sale or exchange to a third party of outstanding common
stock (as distinguished from a change in control resulting from the
issuance of treasury shares or from any other transaction) before the
stock options are fully vested, all unvested stock options shall
become fully vested as of the date of such sale or exchange.
d) Additional Compensation: You will be entitled to receive an annual
-----------------------
bonus, not to exceed 100% of your base compensation, at the sole
discretion of the Company's executive committee.
<PAGE>
Mr. Ken Rosevear
October 10, 1995
Page 2
e) Special Compensation: Recognizing that Mr. Rosevear has
--------------------
significant experience, knowledge and relationships
relating to the gaming industry in South Africa ("SA"),
and as a result is in a position to provide
opportunities to MGM Grand, Inc. in that country, should
MGM Grand, Inc. elect to enter into project development
in SA, Mr. Rosevear will receive 20% of the resulting net
profit, after all expenses, of any future operational
venture by MGM Grand, Inc. for the duration of the
contracts. Provided, however, that if in the reasonable
judgment of MGM Grand, Inc., Mr. Rosevear's participation
in the net profits would pose a risk to MGM Grand, Inc.
or any of its subsidiaries of the denial, suspension, loss
or forfeiture of any gaming license or other permits
necessary to conduct its business, then Mr. Rosevear shall
not be entitled to any such participation.
f) Taxes: All payments to you under this section will be
-----
subject to withholding taxes and other tax requirements,
as applicable.
4. Duties and Responsibilities: Those consistent with position/title.
---------------------------
5. Exclusivity: You agree to devote your full business time to the
-----------
Company, and to render your services solely and exclusively for the
Company and any of its affiliates.
6. Representations and Warranties: You represent and warrant that:
------------------------------
a) You can and will be unconditionally licensed by all applicable
gaming authorities, and other authorities, including those to
which the Company may become subject in the future.
b) There are no existing conditions which may impair your ability
to perform your duties hereunder.
c) You have the full right to enter into this agreement, and your
entering into this agreement will not violate or conflict with any
arrangements or agreements you have with any other entity.
<PAGE>
Mr. Ken Rosevear
October 10, 1995
Page 3
7. Termination Right: Each party shall have the right to terminate this
-----------------
agreement and your employment hereunder on thirty (30) days notice without
any further obligations to the other, including, without limitation, any
obligations under Paragraph 3 above.
8. Employee Benefits: You shall be entitled to all the employee benefits that
-----------------
are in place at the Company as of the commencement date of this agreement,
subject to change from time to time at the discretion of the Company.
If the foregoing properly reflects your understanding, please so acknowledge by
signing where indicated below.
Sincerely yours,
/s/ J. Terrence Lanni
J. Terrence Lanni
Chairman & CEO
MGM Grand, Inc.
Agreed to and acknowledged:
/s/ Ken Rosevear
- -------------------------
Ken Rosevear
Dated: 10 Oct 1995
------------------
<PAGE>
[LETTERHEAD OF MGM GRAND, INC.]
================================================================================
EXHIBIT 10.29
September 25, 1995
Mr. Patrick Smith
132 Ithaca
Newport Beach, CA 92663
Dear Patrick:
This letter will memorialize the agreement between you and MGM Grand, Inc.
("Company").
1. Commencement Date: September 18, 1995
-----------------
2. Position/Title: Vice President - Real Estate Operations
--------------
3. Compensation:
------------
a) Base: $250,000 per year
----
b) Stock Options: 50,000 shares of MGM Grand, Inc.'s common stock
-------------
pursuant to its Non-Qualified Stock Option Plan, and subject to the
following vesting schedule:
End of Year Percent Vesting
----------- ---------------
1 0
2 0
3 20
4 20
5 20
6 40
c) Acceleration of Stock Options: If there is a change in control as a
-----------------------------
result of a sale or exchange to a third party of outstanding common
stock (as distinguished from a change in control resulting from the
issuance of treasury shares or from any other transaction) before the
stock options are fully vested, all unvested stock options shall
become fully vested as of the date of such sale or exchange.
d) Additional Compensation: You will be entitled to receive an annual
-----------------------
bonus, not to exceed 50% of your base compensation, at the sole
discretion of the Company's executive committee.
<PAGE>
Mr. Patrick Smith
September 25, 1995
Page 2
e) Taxes: All payments to you under this section will be subject to
-----
withholding taxes and other tax requirements, as applicable.
4. Duties and Responsibilities: Those consistent with position/title.
---------------------------
5. Exclusivity: You agree to devote your full business time to the Company,
-----------
and to render your services solely and exclusively for the Company and
any of its affiliates.
6. Representations and Warranties: You represent and warrant that:
------------------------------
a) You can and will be unconditionally licensed by all applicable
gaming authorities, and other authorities, including those to which
the Company may become subject in the future.
b) There are no existing conditions which may impair your ability to
perform your duties hereunder.
c) You have the full right to enter into this agreement, and your
entering into this agreement will not violate or conflict with any
arrangements or agreements you have with any other entity.
7. Termination Right: Each party shall have the right to terminate this
-----------------
agreement and your employment hereunder on thirty (30) days notice
without any further obligations to the other, including, without
limitation, any obligations under Paragraph 3 above.
8. Employee Benefits: You shall be entitled to all the employee benefits
-----------------
that are in place at the Company as of the commencement date of this
agreement, subject to change from time to time at the discretion of the
Company.
<PAGE>
Mr. Patrick Smith
September 25, 1995
Page 3
If the foregoing properly reflects your understanding, please so acknowledge by
signing where indicated below.
Sincerely yours,
J. Terrence Lanni
Chairman & CEO
MGM Grand, Inc.
Agreed to and acknowledged:
________________________
Patrick Smith
Dated: _________________
<PAGE>
EXHIBIT 10.30
MGM GRAND, INC.
ANNUAL PERFORMANCE BASED INCENTIVE PLAN
FOR EXECUTIVE OFFICER
PURPOSE
-------
The MGM Grand, Inc. Annual Performance Based Incentive Plan For Executive
Officers (the "Plan") is an annual short-term incentive plan designed to reward
executive officers of MGM Grand Inc. (the "Company") for achieving
preestablshied corporate performance goals. The Plan is intended to provide an
incentive for superior performance and to motivate participating officers toward
the highest levels of achievement and business results, to tie their goals and
interests to those of the Company and its stockholders, and to enable the
Company to attract and retain highly qualified executive officers. The Plan is
also intended to preserve the Company's tax deduction for bonus compensation
paid to executive officers by meeting the requirements for performance-based
compensation under section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").
ARTICLE 1
ELIGIBILITY AND PARTICIPATION
-----------------------------
Section 1.1 Participation in the Plan is limited to those executive officers of
the Company who are officers among the named executives in the Company's annual
proxy statements; specifically, any individual who (a) at any time during the
taxable year, served as the chief executive officer of the Company or acted in
such capacity, or (b) is among the four highest compensated executive officers
of the Company other than the chief executive officer. At or prior to the time
performance objectives for a "Performance Period" are established, as defined in
Section 2.2 below, the Compensation and Stock Option Committee (the "Committee")
of the Board of Directors (the "Board") will designate in writing which
executive officers among those eligible shall participate in the Plan for such
Performance Period (the "Participants").
ARTICLE 2
PLAN YEAR, PERFORMANCE PERIODS AND PERFORMANCE OBJECTIVES
---------------------------------------------------------
Section 2.1 The fiscal year of the Plan (the "Plan Year") shall be the fiscal
year beginning on January 1 and ending on December 31. The performance period
with respect to which bonuses shall be calculated and paid under the Plan (the
"Performance Period") shall generally be the Plan Year; provided, however, that
the Committee shall have the authority to designate different Performance
Periods under the Plan.
<PAGE>
Section 2.2 Within the first ninety days of each Performance Period the
Committee shall establish in writing, with respect to such Performance Period,
one or more performance goals, a specific target objective or objectives with
respect to such performance goals, and an objective formula or method for
computing the amount of bonus compensation awardable to each Participant if the
performance goals are attained. Notwithstanding the foregoing sentence, for any
Performance Period, such goals, objectives and formulae must be established
within that number of days, beginning on the first day of such Performance
Period, which is no more than twenty-five percent of the total number of days in
such Performance Period.
Section 2.3 Performance goals shall be based upon one or more of the following
business criteria for the Company as a whole or any of its subsidiaries or
operating units: stock price; market share; gross revenue; pretax operating
income; cash flow; earnings before interest, taxes, depreciation and
amortization; earnings per share; return on equity; return on invested capital
or assets; return on revenues; cost reductions and savings; and productivity.
In addition, to the extent consistent with the goal of providing for
deductibility of bonus compensation under the Code, performance goals may be
based upon a Participant's attainment of personal goals with respect to any of
the foregoing performance goals, negotiating transactions and sales, or
developing long-term business goals. Measurements of the Company's or a
Participant's performance against the performance goals established by the
Committee shall be objectively determinable and, to the extent they are
expressed in standard accounting terms, shall be determined according to
generally accepted accounting principles as in existence on the date on which
the performance goals are established.
ARTICLE 3
DETERMINATION OF BONUS AWARDS
-----------------------------
Section 3.1 As soon as practicable after the end of each Performance Period,
the Committee shall certify in writing to what extent the Company and the
Participants have achieved the performance goal or goals for such Performance
Period, including the specific target objectives and the satisfaction of any
other material terms of the bonus award, and the Committee shall calculate the
amount of each Participant's bonus for such Performance Period based upon the
performance goals, objectives, and computation formulae for such performance
period established pursuant to Section 2.2 above. The Committee shall have no
discretion to increase the amount of any Participant's bonus as so determined,
but may reduce or totally eliminate any Participant's bonus if it determines, in
its sole and absolute discretion, that such a reduction or elimination is
appropriate with respect to the Participant's performance or any other factors
material to the goals, purposes, and administration of the Plan.
Section 3.2 No Participant's bonus for any Plan Year shall exceed the lesser of
100% of the Participant's base annual salary as in effect as of the first day of
such Plan Year or $1,000,000.00.
<PAGE>
ARTICLE 4
PAYMENT OF BONUS AWARDS
-----------------------
Section 4.1 Approved bonus awards shall be payable by the Company in cash to
each Participant, or to the Participant's estate in the event of the
Participant's death, as soon as practicable after the end of each Performance
Period and after the Committee has certified in writing pursuant to Section 3.1
that the relevant performance goals were achieved.
Section 4.2 A bonus award that would otherwise be payable to a Participant who
is not employed by the Company or one of its subsidiaries on the last day of a
Performance Period may be prorated or not paid based on rules to be established
by the Committee for the administration of the Plan.
ARTICLE 5
OTHER TERMS AND CONDITIONS
--------------------------
Section 5.1 No bonus awards shall be paid under the Plan unless and until the
material terms (within the meaning of the Code and regulations promulgated
thereunder) of the Plan, including the business criteria described in Section
2.3 above, are approved by the stockholders by a majority of votes cast in a
separate vote on the issue in person or by proxy (including abstentions to the
extent abstentions are counted as voting under applicable state law).
Section 5.2 No person shall have any legal claim to be granted an award under
the Plan and the Committee shall have no obligation to treat Participants
uniformly. Except as may be otherwise required by law, bonus awards under the
Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution or
levy of any kind, either voluntary or involuntary. Bonuses awarded under the
Plan shall be payable from the general assets of the Company and no Participant
shall have any claim with respect to any specific assets of the Company.
Section 5.3 Neither the Plan nor any action taken under the Plan shall be
construed as giving any employee the right to be retained in the employ of the
Company or any subsidiary or to obligate the Company or any subsidiary to
maintain any employee's compensation at any level.
Section 5.4 The Company or any of its subsidiaries may deduct from any award
any applicable withholding taxes or any amounts owed by the employee to the
Company or any of its subsidiaries.
3
<PAGE>
ARTICLE 6
ADMINISTRATION
--------------
Section 6.1 All members of the Committee shall be persons who qualify as
"outside directors" as defined under the Code. Until changed by the Board, the
Compensation and Stock Option Committee of the Board shall constitute the
Committee hereunder.
Section 6.2 The Committee shall have full power and authority to administer
and interpret the provisions of the Plan and to adopt such rules, regulations,
agreements, guidelines and instruments for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or advisable.
Section 6.3 Except with respect to matters which under the Code are required
to be determined in the sole and absolute discretion of the Committee, the
Committee shall have full power to delegate to any officer or employee of the
Company the authority to administer and interpret the procedural aspects of the
Plan, subject to the Plan's terms, including adopting and enforcing rules to
decide procedural and administrative issues.
Section 6.4 The Committee may rely on opinions, reports or statements of
officers or employees of the Company or any subsidiary thereof and of Company
counsel (inside or retained counsel), public accountants and other professional
or expert persons.
Section 6.5 The Board reserves the right to amend or terminate the Plan in
whole or in part at any time. Unless otherwise prohibited by applicable law,
any amendment required to conform the Plan to the requirements of the Code may
be made by the Committee. No amendment may be made to the class of individuals
who are eligible to participate in the Plan, the performance criteria specified
in Section 2.3 or the maximum bonus payable to any Participant as specified in
Section 3.2 without stockholder approval unless stockholder approval is not
required in order for bonuses paid to Participants to constitute qualified
performance-based compensation under the Code.
Section 6.6 No member of the Committee shall be liable for any action taken or
omitted to be taken or for any determination made by him or her in good faith
with respect to the Plan, and the Company shall indemnify and hold harmless each
member of the Committee against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Committee) arising out of any act or omission in connection with the
administration or interpretation of the Plan, unless arising out of such
person's own fraud or bad faith.
Section 6.7 The place of administration of the Plan shall be the State of
Nevada, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Delaware.
4
<PAGE>
MGM GRAND INC.
1996 ANNUAL REPORT
<PAGE>
MGM Grand, Inc. is an entertainment, hotel and gaming company
headquartered in Las Vegas, Nevada.
The Company owns and operates the MGM Grand Hotel/Casino in Las
Vegas; MGM Grand Australia, a hotel and casino in the city
of Darwin; and owns a 50% interest in New York-New York, a
2,033-room hotel and casino which opened in Las Vegas on
January 3, 1997.
MGM Grand, Inc. is listed on the New York Stock Exchange. Its
trading symbol is MGG.
<PAGE>
TO OUR STOCKHOLDERS/OWNERS:
By any measure, 1996 was a great year for your Company!
MGM Grand's 1996 results set several Company records: Total net revenues were
$805 million, an 11% increase over 1995; gaming revenues were $482 million, a
19% increase over 1995; room revenues were $174 million, a 9% increase over
1995; EBITDA (earnings before interest, taxes, depreciation and amortization)
was $259 million, a 52% increase over 1995; and, despite having 18.7% more
shares outstanding, earnings per share (before one-time charges and on a fully-
taxed adjusted basis) reached $1.86, an increase of 200% over 1995. In addition
to accomplishing these record results, the Company's EBITDA margin (the most
frequently used yardstick to measure operating efficiency in our industry)
soared from 23.5% in 1995 to 32.2% in 1996. It is now among the highest in
our industry.
These results were achieved by redefining our core values and by creating an
organization-wide focus on earnings. We were still managing the same physical
assets, but challenges can turn people into superb innovators. Mae West was
right when she said: "It's not what you've got, it's what you do with what
you've got."
The Company's dramatic earnings results afforded us the opportunity to
refinance our entire capital structure. In June of 1996, we raised $327 million
of net equity proceeds. Together with free cash flow from operations, the
equity proceeds were used to defease $473 million of high yield bonds. A
consortium of 28 banks provided us with a $600 million credit line (which has
since been increased to $1 billion) at just over a 6% interest rate. The
result of this financial reengineering is that by the end of the year we had
almost $1 billion in equity, virtually no debt, and a $1 billion unused credit
line to finance your Company's growth. The nation's leading rating agencies have
recognized these financial improvements. Moody's upgraded our credit line rating
to investment grade (Baa3), and Standard & Poor's raised the Company's overall
credit rating to BB+ (just one level below investment grade).
There was substantial other good news at MGM Grand in 1996. In April, we
announced a master plan for the transformation of the MGM Grand Hotel/Casino,
our flagship 113-acre complex in Las Vegas, into "The City of Entertainment."
In July, there were several significant developments. We announced an agreement
to acquire an interest in 30 acres of prime property on the Atlantic City
Boardwalk, with the intention of developing it into a world-class destination
resort. A few weeks later the Company was found suitable for licensing by the
New Jersey Casino Control Commission. Also late that month, we announced an
agreement with South African partners, including one of the largest public
companies in the Republic of South Africa, to jointly bid for approximately 15
casino gaming licenses in that country. So far we have applied for two of those
licenses, and we are pleased to report that we have been selected for both!
In November 1996, the voters in Michigan surprised many people by narrowly
passing a referendum for the development of three casinos in the City of
Detroit. Since we are strong believers in the demographics and psychographics of
the Detroit market, in February of this year we announced the
3
<PAGE>
formation of a joint venture between MGM Grand and a distinguished group of
civic, community and business leaders in Detroit to jointly pursue a license to
own and operate a casino in this dynamic marketplace.
One of the most significant developments for our Company occurred in Las Vegas
on January 3, 1997, when we opened New York-New York Hotel & Casino, of which
MGM Grand owns a 50% interest. The opening was highly successful, and the
initial operating results have exceeded even the most optimistic expectations.
All of these accomplishments are significant events in laying the foundation for
the implementation of your Company's growth strategy.
As great as 1996 was, not everything went as planned. Our property in Darwin,
Australia is not yet generating an acceptable return on our investment.
Although the Australian gaming market overall has suffered dramatically since we
acquired the property, our focus is on making progress, not excuses.
We are disappointed to report that Lee Iacocca, a distinguished member of our
Board of Directors, chose to not stand for reelection in 1997 due to his
significantly increased time commitments to other business interests and
charitable activities. We will surely miss Lee's insights and marketing genius.
Our Company's fundamental objective, of course, continues to be the enhancement
of shareholder value. In order to accomplish this objective, we believe that
there are three indispensable ingredients - continued strong and predictable
earnings; a well articulated and properly executed growth strategy;
[PHOTO]
Alex Yemenidjian, left, and J. Terrence Lanni with two new cast members at the
MGM Grand Hotel/Casino in Las Vegas.
<PAGE>
and the creation of high performance teams with a dedication to a common
purpose.
Energized by a sense of commitment, we are setting more ambitious performance
goals. Every product, every service, every cause that has a competitor is a
brand that needs to define and defend its uniqueness. We intend to differentiate
the MGM Grand brand by focusing on our financial assets, our physical assets,
and our human assets.
The Company's financial assets consist of our own capacity to earn, our ability
to continue to achieve profit margins among the highest in the industry, and our
ability to further reduce the cost of capital. Our commitment to you is that the
MGM Grand team will retain its performance ethic and continue to excel in all
these areas.
In our physical assets, the goal is to have a growing collection of gems. We
already have the MGM Grand Hotel/Casino, our City of Entertainment, and
New York-New York in Las Vegas. The future promises to bring MGM Grand
Atlantic City and, hopefully, another gem in Detroit. The objective is to create
environments that have an ambiance and a glow that are irresistible. Yale's
Robert Venturi once called it "the architecture of persuasion."
Our human assets - comprising thousands of dedicated people - are responsible
for the creation of the Company's financial and physical assets. We thank all of
them for our success. Money does not think, and buildings do not create. To
paraphrase Warren Buffet, a business without good management is like the Eiffel
Tower without an elevator. On various occasions, publicly and privately, we have
said we would not trade our management team for any other in the industry, bar
none. Our management makes up your Company's intellectual capital and
consistently delivers the ultimate winning formula - a superior customer
experience.
What we are committed to - and what we promise you - is that the Company's
fortunes are aligned with yours. We also intend to heed the advice of Aristotle:
"We are what we repeatedly do. Excellence, then, is not an act, but a habit."
Sincerely,
/s/ J. Terrence Lanni
J. Terrence Lanni
Chairman of the Board &
Chief Executive Officer
/s/ Alex Yemendijian
Alex Yemendijian
President, Chief Operating Officer &
Chief Financial Officer
March 20, 1997
<PAGE>
New York-New York Hotel & Casino opened to worldwide acclaim in January 1997.
The resort, 50%-owned by MGM Grand, Inc., recreates the classic Manhattan
skyline, complete with 12 skyscrapers housing 2,033 guest rooms and suites. The
Empire State Building, the tallest hotel tower, rises 47 stories. Among the many
New York icons depicted at this unique resort are a 150 foot-tall Statue of
Liberty and a Coney Island-style roller coaster. Located across the famed Las
Vegas Strip at the city's busiest four corners, New York-New York is directly
attached to the MGM Grand Hotel/Casino via a pedestrian walkway.
Lift Page at Right
[PHOTO]
The spires of the Brooklyn Bridge provide another nostalgic scene at New
York-New York. The resort's replica of the famous span is 300 feet long.
[PHOTO]
Celebrated actor George Hamilton has created a specialty cigar shop - Hamiltons
Las Vegas - evoking the spirit of the past as well as present.
<PAGE>
[PHOTO]
The New York-New York limousines have the flavor of the yellow Checker cabs made
famous on the streets of Manhattan.
[PHOTO]
The 84,000-square-foot New York-New York casino is nearly the size of two
football fields and features some 2,400 slot machines and 71 gaming tables.
Central Park and other Big Apple landmarks are featured in the resort's
interior.
<PAGE>
[PHOTO]
The music, magic and memories of Motown are captured in The Motown Cafe at New
York-New York.
[PHOTO]
Gallagher's Steakhouse, a New York City landmark since 1927, is now a fixture at
New York-New York as well.
[PHOTO]
The Manhattan Express roller coaster circling the resort rises as high as 20
stories with a maximum drop of 144 feet. It is the first ride in history to
feature a "heartline twist and dive maneuver" which has drawn coaster
aficionados from around the world.
<PAGE>
The Brown Derby, world-famous gathering spot for Hollywood celebrities during
the golden era of motion pictures, is today replicated on the MGM Grand's new
Studio Walk. Aside from the Derby's renowned Cobb salad, the restaurant offers
the best steaks and convivial atmosphere in town, and is decorated with
celebrity portraits that adorned the walls of the original Brown Derby.
Lift Page at Right
<PAGE>
[PHOTO]
Among the new retail outlets along Studio Walk is Peruzzi, featuring high
fashion jewelry for men and women.
[PHOTO]
The Studio Walk at the MGM Grand is themed to portray a studio setting with a
klieg-lighted ceiling and facades of retail stores and fine restaurants designed
to provide an entertainment ambiance. Many of the facades depict Hollywood
landmarks.
[PHOTO]
The Art of Entertainment, a Company-owned eclectic gallery, provides
discriminating buyers an opportunity to acquire works by leading contemporary
artists, including many from the world of entertainment.
<PAGE>
[PHOTO]
The MGM Grand Athletic Club retail store offers casual and athletic apparel for
the entire family as well as a variety of sports collectibles and memorabilia.
[PHOTO]
Gatsby's, above, MGM Grand's newest gourmet restaurant, serves a blend of
French cuisine with a California flair. The restaurant also has three separate
wine cellars, temperature controlled for whites, reds and champagnes, with more
than 600 collections representing every wine region in the world.
<PAGE>
The City of Entertainment once again lived up to its star-studded billing during
1996. At right is a backstage view of the $45 million stage spectacular "EFX,"
starring David Cassidy (shown above). Superstars of both stage and sport graced
MGM Grand showrooms and arena during the year. To name a few: Gloria Estefan,
Jimmy Buffett, KISS, The Who, Sting, Bob Seger, Rod Stewart, Rodney Dangerfield,
Wayne Newton, the Righteous Brothers, the Four Tops, Carrot Top, Stomp, Evander
Holyfield and Mike Tyson.
Lift Page at Right
<PAGE>
[PHOTO]
In November 1996, more than 16,000 fans as well as news media from throughout
the world jammed the MGM Grand Garden Arena to watch Evander Holyfield knock out
Mike Tyson for
[PHOTO]
the heavyweight championship of the world, one of the biggest upsets in the
history of boxing. Holyfield-Tyson II will again attract international attention
on May 3, 1997.
[PHOTO]
Neil Diamond made his first Las Vegas appearance in more than 20 years with a
three-night engagement at the MGM Grand Garden Arena in late 1996.
<PAGE>
[PHOTO]
Gladys Knight
[PHOTO]
SkyScreamer, above, the world's largest Skycoaster, provides unique, thrilling
entertainment for those MGM Grand guests who are especially stout of heart. In
this Grand Adventures ride which opened in September 1996, one-to-three flyers
are lifted 220 feet into the air. They then pull their own ripcord which turns
into a freefall of approximately 10 stories followed by a swing at speeds up to
70 miles per hour.
[PHOTO]
Tom Jones, left, and Gladys Knight, above, are among the regulars in the
Hollywood Theatre. The Tonight Show with Jay Leno returned to the MGM Grand
early this year with a week of telecasts originating from the Hollywood Theatre.
<PAGE>
MGM Grand is dedicated to enhancing its operations through the revitalization of
existing properties as well as seeking opportunities in emerging or potential
markets. During the past year the Company announced plans to build a destination
resort in Atlantic City, New Jersey; formulated plans to seek a gaming license
in Detroit, Michigan; and is actively involved with a joint venture pursuing
licenses in the Republic of South Africa.
Lift Page at Right
<PAGE>
[PHOTO]
The famed Atlantic City Boardwalk, shown in this vintage photograph (left) first
gained prominence as a summer resort in the mid-1800s. The Boardwalk was
revitalized in the late 1970's and has since become a major attraction as a
year-round gaming resort.
<PAGE>
[PHOTO]
A joint venture involving the Company and South African partners was selected
for licensing in the cities of Nelspruit and Witbank (red dots at right), in the
northeastern portion of the country. MGM Grand
[PHOTO]
will be responsible for development and management of casino projects undertaken
by the joint venture which plans to apply for approximately 15 gaming licenses
in all nine provinces of South Africa.
[MAP OF SOUTH AFRICA]
MAJOR CITIES IN SOUTH AFRICA
1 Nelspruit
2 Witbank
3 Sandton - Johannesburg
4 Pretoria
5 Durban
6 Pietermaritzburg
7 Bloemfontein
8 Cape Town
9 Port Elizabeth
10 East London
11 Kimberley
12 Pietersburg
[PHOTO]
The Company has announced plans to build a world-class destination resort on a
parcel of land, shaded in red above, at the southeast end of the famed Boardwalk
in Atlantic City. MGM Grand, Inc. was found
[PHOTO]
suitable for licensing by the New Jersey Gaming Control Commission during 1996
and has subsequently been acquiring property in this area.
<PAGE>
Performance at a Glance:
<TABLE>
<CAPTION>
Net Revenues Cash Flow from Operating Activities Debt to Equity Percentage
In thousands In thousands
$850,000 $250,000
<S> <C> <C> <C> <C> <C>
1994 742,195 1994 94,461 1994 47.2%
1995 721,843 1995 114,544 1995 48.5%
1996 804,814 1996 245,151 1996 7.9%
</TABLE>
<TABLE>
<CAPTION>
EBITDA* EBITDA* Margin Percentage Coverage Ratio
(EBITDA*/Interest Charges)
In thousands
$300,000
<S> <C> <C> <C> <C> <C>
1994 181,827 1994 24.5% 1994 2.9
1995 169,837 1995 23.5% 1995 2.7
1996 259,072 1996 32.2% 1996 6.3
</TABLE>
<TABLE>
<CAPTION>
Adjusted Earnings Per Share**
<S> <C>
1994 0.97%
1995 0.62%
1996 1.86%
</TABLE>
* EBITDA consists of net income plus net interest expense, taxes, depreciation
and amortization, one-time charges (which consists of Master Plan asset
disposition, Preopening, Discontinued Operations and Extraordinary Item) and
Corporate expense.
**Adjusted earnings per share is derived using an assumed 36.5% tax rate and
excludes one-time charges related to the Master Plan asset disposition,
Discontinued Operations and Extraordinary Item.
<PAGE>
[PHOTO] MGM GRAND, INC.
3799 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 891-3333
[PHOTO] MGM GRAND HOTEL/CASINO
3799 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 891-1111
Reservations
(702) 891-7777
(800) 929-1111 (outside
Nevada)
[PHOTO] MGM GRAND AUSTRALIA
Gilruth Avenue
Mindil Beach
Darwin, Northern Territory
0801 Australia
International Number
011-61-8-89438888
[PHOTO] NEW YORK-NEW YORK
3790 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 740-6969
Reservations
(702) 740-6900
(800) 693-6763
<PAGE>
[LOGO OF MGM GRAND]
MGM GRAND, INC
3799 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 891-3333
<PAGE>
Five-year Financial Highlights
<TABLE>
<CAPTION>
(In thousands except share data)
For the Years Ended December 31, 1996 1995 1994 1993 1992
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net revenues $ 804,814 $ 721,843 $ 742,195 $ 37,016 $ --
Operating profit before non-recurring
items and corporate expense 196,876 114,522 137,481 6,124 --
Operating income (loss) 129,294 103,823 129,715 (44,546) (4,873)
Income (loss) before income taxes,
discontinued operations and
extraordinary item 99,151 46,565 73,540 (38,895) (6,340)
Net income (loss) 43,706 46,565 74,576 (117,586) (20,072)
Earnings (loss) per share:
Income (loss) before income taxes,
discontinued operations and
extraordinary item $ 1.37 $ 0.96 $ 1.50 $ (0.82) $ (0.15)
Discontinued operations -- -- 0.02 (1.65) (0.33)
Extraordinary item - loss on
defeasance of debt, net of
income tax benefit (0.57) -- -- -- --
Net income (loss) per share $ 0.80 $ 0.96 $ 1.52 $ (2.47) $ (0.48)
---------------------------------------------------------------------------
Average number of shares 54,235,000 48,544,000 48,988,000 47,587,000 42,254,000
At Year End
Total assets $ 1,287,689 $ 1,282,222 $ 1,153,511 $ 1,160,123 $ 1,063,486
Total debt 83,391 551,099 473,000 483,000 473,000
Stockholders' equity 973,382 584,548 529,379 481,755 526,782
Stockholders' equity per share $ 16.82 $ 11.98 $ 11.05 $ 9.86 $ 11.26
Number of shares at year end 57,884,000 48,775,000 47,925,000 48,845,000 46,803,000
</TABLE>
The selected financial data above includes information for MGM Grand Las Vegas
which commenced operations on December 18, 1993, and MGM Grand Air until
December 31, 1994, when the company was sold.
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
The Company, through its wholly-owned subsidiaries, owns and operates MGM Grand
Hotel/Casino in Las Vegas, Nevada ("MGM Grand Las Vegas"), which commenced
operations on December 18, 1993, and MGM Grand Diamond Beach Hotel/Casino in
Darwin, Australia ("MGM Grand Australia"), which was acquired on September 7,
1995 (see Notes 1 and 16). Additionally, the Company's wholly-owned subsidiary
MGM Grand Atlantic City in Atlantic City, New Jersey is in the development stage
(see Note 1) and New York-New York Hotel and Casino in Las Vegas, Nevada
("NYNY"), owned by the Company's 50% joint venture partnership, was completed
prior to December 31, 1996 and commenced operations on January 3, 1997 (see Note
1). Airline operations have been reclassified for the years presented to
Discontinued Operations as a result of the sale of the airline on December 31,
1994 (see Note 17).
1996 Compared with 1995
Consolidated net revenues for the year ended December 31, 1996 were
$804,814,000, representing an increase of $82,971,000 (11.5%) when compared with
$721,843,000 for 1995. MGM Grand Las Vegas accounted for a majority of the
improved 1996 revenues, providing growth in every revenue segment over the prior
year, excluding food and beverage, due to the Company's 1995 restructuring plan
which included the conversion of three Company operated restaurants into leased
facilities (see Note 14). MGM Grand Australia revenues for the year ended
December 31, 1996 were significantly higher than the prior year due to a full
year operating period in 1996, compared with an abbreviated 1995 operating
period from the acquisition of the property on September 7, 1995 through
December 31, 1995 (see Note 16). Promotional allowances remained consistent
between years, reflecting management's focus on diversifying its customer mix.
Consolidated casino revenues were $481,710,000 for the year ended December 31,
1996, reflecting an increase of $76,968,000 (19.0%) compared with $404,742,000
for the prior year. MGM Grand Las Vegas primarily accounted for the increase,
where casino revenues of $450,402,000 were $52,954,000 (13.3%) above the prior
year of $397,448,000, reflecting improved win and win percentages in table
games, baccarat and slots. MGM Grand Australia casino revenues were $31,308,000
for 1996, reflecting a significant increase of $24,014,000 above the prior year,
which included shortened operating results due to the acquisition on September
7, 1995 (see Note 16).
Consolidated room revenues were $174,440,000 for 1996, reflecting an increase of
$13,970,000 (8.7%) above the prior year of $160,470,000. MGM Grand Las Vegas
reported room revenues of $172,447,000 for 1996, which were $12,395,000 (7.7%)
above the prior year of $160,052,000. This improvement reflected increased
occupancy and average daily room rate of 94.7% and $101, respectively, when
compared with 90.6% and $98 for the prior year. MGM Grand Australia reported
room revenues for 1996 of $2,121,000, which were above the prior year by
$1,507,000, reflecting the shortened 1995 operating period.
Consolidated food and beverage revenues of $78,438,000 for the year ended
December 31, 1996 were $10,861,000 (12.2%) below the prior year of $89,299,000.
MGM Grand Las Vegas accounted for the reduction, where revenues of $71,974,000
for the 1996 year were $15,384,000 (17.6%) below the prior year of $87,358,000,
reflecting the effect of the conversion of three Company operated restaurants to
tenancies during the last half of 1995. MGM Grand Australia revenues of
$6,528,000 for the year ended December 31, 1996 were above the 1995 year by
$4,444,000, reflecting the shortened prior year operating results.
Consolidated entertainment, retail and other revenues for 1996 were
$126,475,000, representing an increase of $3,168,000 (2.6%) above the prior year
of $123,307,000. The increase was attributable to MGM Grand Las Vegas,
reflecting a full year of operations for the EFX production show (which opened
during March 1995) and the Star Lane Shops retail mall (which opened during
September 1995), as well as higher rental income from added restaurant and
retail tenancies. Additionally, the MGM Grand Garden arena revenues for 1996
were higher than 1995, reflecting the increased number of entertainment events
held. Such improvements were partially offset by reduced revenues at MGM Grand
Adventures Theme Park due to decreased overall attendance for the year and lower
average ticket prices, and lower midway/arcade revenues in 1996 which reflects
the relocation of the midway/arcade to a smaller facility.
Consolidated operating expenses of $607,938,000 for the year ended December 31,
1996 increased $617,000 when compared with the prior year of $607,321,000. MGM
Grand Las Vegas operating expenses for 1996 were $571,277,000, or $27,949,000
(4.7%) below the prior year of $599,226,000. Operating expenses as a percentage
of net revenues were
23 MGM Grand, Inc. and Subsidiaries
<PAGE>
reduced from 84.1% in 1995 to 75.5% in 1996. This reduction was primarily
attributable to the continued cost containment efforts at MGM Grand Las Vegas,
lower food and beverage expenses in 1996 due to the conversion of three of the
Company operated restaurants to tenancies as part of the prior year
restructuring plan, and a lower provision for doubtful accounts and discounts
reflecting changes in anticipated collectibility and payments on fully reserved
casino receivables. Additionally, 1995 contained a one-time charge of $5,942,000
related to the restructuring program. Such decreases were partially offset by
higher casino operating costs for gaming taxes (based upon the improved gaming
revenues) and increased marketing programs, increased room expenses due to the
higher average occupancy throughout the 1996 year, and higher depreciation and
amortization expense as a result of additional property and equipment placed in
service during 1996. MGM Grand Australia operating expenses were $37,352,000 for
the year ended December 31, 1996, representing a $28,634,000 increase above the
prior year of $8,718,000 as a result of the reduced 1995 operating period.
Consolidated operating profit (before non-recurring charges and Corporate
expense) was $196,876,000 for the year ended December 31, 1996, reflecting an
increase of $82,354,000 (71.9%) over $114,522,000 for 1995. The increase was
primarily attributable to MGM Grand Las Vegas, where continued operating
efficiencies and the impact of the 1995 restructuring plan boosted operating
profit (before Master Plan asset disposition) to $195,558,000, representing an
increase of $81,996,000 (72.2%) over $113,562,000 in 1995. MGM Grand Australia
had operating income of $1,320,000 for the 1996 period, representing an increase
when compared with the prior year operating income of $936,000, reflecting the
property acquisition on September 7, 1995 and the subsequent construction and
remodeling program which was completed in June 1996.
Master Plan asset disposition relates to the write-off of various assets as a
result of the transformation of MGM Grand Las Vegas into "The City of
Entertainment," which resulted in a one-time pretax charge of $49,401,000 in the
1996 period (see Note 13).
Preopening and other - unconsolidated affiliate represents the Company's 50%
share of NYNY preopening expenses, which included direct salaries, marketing and
other costs incurred during the period through December 31, 1996, at which time
the hotel/casino was substantially complete. NYNY commenced operations on
January 3, 1997 (see Note 1).
Interest income and other. Interest income and other was $3,635,000 for the year
ended December 31, 1996, reflecting an increase of $1,564,000 (75.5%) from
$2,071,000 in 1995. The increase was attributable to higher average invested
cash balances at MGM Grand Las Vegas in the first half of the 1996 year (prior
to the defeasance of the MGM Grand Hotel Finance Corp. First Mortgage Notes -
see Note 8), reflecting the higher operating cash flow when compared with the
prior year.
Interest expense. Interest expense (net of capitalized interest) for the year
ended December 31, 1996 was $33,778,000, reflecting a decrease of $25,551,000
(43.1%) when compared with $59,329,000 for 1995. The significant decrease
resulted from a combination of the defeasance of the MGM Grand Hotel Finance
Corp. First Mortgage Notes (see Note 8) and increased capitalization of interest
expense during 1996 related to various new and ongoing construction projects,
including the MGM Grand Las Vegas Master Plan, MGM Grand Atlantic City land
acquisition and pre-construction activities, and the NYNY construction project.
The reduction in interest expense was partially offset by the effect of the MGM
Grand Australia bank loan, which was outstanding for the entire 1996 year,
compared with the period from the acquisition on September 7, 1995 to December
31, 1995.
Income taxes. The Company recorded an income tax provision of $24,634,000 at a
rate of 24.8% for the year ended December 31, 1996, compared with the prior year
when there was no provision due to the benefit resulting from the reduction of
the valuation allowance (see Note 15).
Extraordinary item. The Company recorded an extraordinary loss of $30,811,000,
net of income tax benefit of $17,710,000, reflecting the defeasance of the MGM
Grand Hotel Finance Corp. First Mortgage Notes (see Note 8).
1995 Compared with 1994
Consolidated net revenues for the year ended December 31, 1995 were
$721,843,000, representing a decrease of $20,352,000 (2.7%) compared with
$742,195,000 for the year ended December 31, 1994. The decrease in revenue was
primarily due to a reduction in casino revenues, offset by an increase in room
revenues.
MGM Grand, Inc. and Subsidiaries 24
<PAGE>
Consolidated casino revenues for the year ended December 31, 1995 were
$404,742,000 compared with $434,297,000 for the year ended December 31, 1994,
representing a decrease of $29,555,000 (6.8%). MGM Grand Las Vegas casino
revenues were $397,448,000 for the year ended December 31, 1995 compared with
$434,297,000 in 1994, reflecting a decrease of $36,849,000 (8.5%). This decrease
in casino revenue was primarily due to an unusually high table game hold
percentage in 1994 and a marginal decrease in 1995 slot revenues, offset by an
increase in table game drop (excluding baccarat) for the year ended December 31,
1995. The 1995 period reflected the Company's strategy to emphasize the middle
market customer activity and reduce overall gaming volatility. MGM Grand
Australia casino revenues were $7,294,000 for the period since the acquisition
on September 7, 1995.
Consolidated room revenues for the year ended December 31, 1995 were
$160,470,000, compared with $145,196,000 for the year ended December 31, 1994,
representing an increase of $15,274,000 (10.5%). MGM Grand Las Vegas room
revenues were $160,052,000 for the year ended December 31, 1995, reflecting an
increase of $14,522,000 (10.0%) from $145,530,000 in 1994. The increase in room
revenue was primarily due to the increase in the average daily room rate from
$86 in 1994 to $98 in 1995, partially offset by a slightly lower occupancy
percentage of 90.6% for the year ended December 31, 1995 compared with 92.0% for
the year ended December 31, 1994. MGM Grand Australia room revenues were
$614,000 for the period since the acquisition on September 7, 1995.
Consolidated food and beverage revenues were $89,299,000 for the year ended
December 31, 1995, representing a decrease of $2,267,000 (2.5%) from $91,566,000
in 1994. MGM Grand Las Vegas food and beverage revenues were $4,207,000 (4.6%)
lower for the year ended December 31, 1995 when compared with 1994. This
decrease was attributable to the Company's restructuring plan which converted
three restaurants into leased facilities during the last half of 1995. MGM Grand
Australia food and beverage revenues were $2,084,000 for the period since
acquisition on September 7, 1995.
Consolidated entertainment, retail and other revenues were $123,307,000 for the
year ended December 31, 1995, reflecting an increase of $549,000 (.4%) from
$122,758,000 in 1994. MGM Grand Las Vegas entertainment, retail and other
revenues increased $811,000 (.7%) for the year ended December 31, 1995 when
compared with 1994, due to the opening of the EFX production show and the
addition of the Star Lane Shops retail mall, offset by lower revenue from the
Theme Park as well as fewer entertainment and sporting events in the MGM Grand
Garden arena. As part of its restructuring plan and in an effort to reduce
volatility at the MGM Grand Garden arena, the Company decreased the number of
self-sponsored events during 1995 in favor of "four-wall" venues, which
transfers the operating risk to the outside show producers.
Consolidated operating expenses were $607,321,000 for the year ended December
31, 1995, compared with $604,714,000 for the year ended December 31, 1994,
reflecting an increase of $2,607,000 (.4%). MGM Grand Las Vegas operating
expenses improved by $8,105,000 (1.3%) in 1995 when compared with 1994,
reflecting among other things, the outsourcing of three Company operated
restaurants in the second half of 1995, decreased room expenses due to the
Company's continuing cost containment efforts, lower Theme Park expenses and
fewer MGM Grand Garden arena events. The 1995 cost reductions were partially
offset by higher casino expenses reflecting increased national marketing
efforts, costs related to the Mike Tyson boxing events held at the MGM Grand
Garden arena, expenses related to the EFX production show which opened during
March 1995, and an increased provision for doubtful accounts and discounts on
reserves for specific customer accounts based on aging of casino receivable
balances. The reduction in 1995 operating expenses was also partially offset by
an increase in depreciation and amortization as a result of the additional EFX
production show equipment in the 1995 period, as well as the completion of the
Star Lane Shops retail mall and general property improvements. For the year
ended December 31, 1995, the Company incurred a one-time restructuring charge
against earnings of $5,942,000. This restructuring charge consisted primarily of
employee severance payments related to the Company's overall plan to reduce
costs and improve operating efficiencies at MGM Grand Las Vegas. MGM Grand
Australia operating expenses were $8,718,000 for the period from the acquisition
on September 7, 1995 through December 31, 1995.
Consolidated operating profit (before Corporate expense) was $114,522,000 for
the year ended December 31, 1995 compared with $137,481,000 for the year ended
December 31, 1994, representing a decrease of $22,959,000 (16.7%). The decrease
was primarily attributable to MGM Grand Las Vegas, where operating profit of
$113,562,000 for the 1995 period fell by $21,633,000 (16.0%) when compared with
$135,195,000 for 1994. MGM Grand Australia had an operating profit of $936,000
for the period from the acquisition on September 7, 1995 to December 31, 1995.
25 MGM Grand, Inc. and Subsidiaries
<PAGE>
Interest income and other. Interest income and other was $2,071,000 for the 1995
year versus $5,752,000 for 1994. Interest income was higher during 1994 as a
result of the short term investment of undistributed construction funds.
Interest expense. Interest expense (net of capitalized interest) was $59,329,000
for 1995, compared with $61,927,000 for 1994. The reduction in interest expense
in 1995 was a result of increased 1995 interest capitalization of $4,317,000,
offset by an increase in interest expense of $2,307,000 related to MGM Grand
Australia.
Income taxes. The Company has not recorded a provision for income taxes due to
the utilization of tax benefits not realized in prior years, which have offset
any provision for the 1995 and 1994 periods (see Note 15).
Liquidity and Capital Resources
As of December 31, 1996 and 1995, the Company held cash and cash equivalents of
$61,412,000 and $110,017,000, respectively. Cash provided by operating
activities for 1996 was $245,151,000, compared with $114,544,000 for 1995.
During the year ended December 31, 1996, the Company utilized operating cash
flow to fund capital expenditures of $84,775,000, including $16,055,000 related
to the Master Plan project (see below) and $25,699,000 for general property
enhancements and expansions at MGM Grand Las Vegas. Such property improvements
included suite and restaurant remodeling (Gatsby's and Brown Derby), various new
property signage, the acquisition of two land parcels, and the new "Skycoaster"
theme park attraction. MGM Grand Australia expended $13,063,000 related to its
renovation program which was completed on June 5, 1996, and which included
substantive improvements throughout the property, such as enhanced guest
accommodations, casino and restaurant remodels, and other upgrades to public
areas. MGM Grand Atlantic City commenced the assemblage of acreage for its new
destination resort by expending $29,727,000 for land acquisitions and
pre-construction activities. Also during 1996, the Company contributed
additional capital investment of $22,500,000 to the NYNY project (see below).
On May 6, 1996, the Company announced details for a 30-month, $250,000,000
Master Plan designed to transform MGM Grand Las Vegas into "The City of
Entertainment." The Master Plan features a series of integral additions and
improvements throughout the 113-acre destination resort property, including
refurbishment of the lion entry, the porte cochere, casino areas, luxury suites,
parking facilities, and the theme park. In addition, new facilities include a
convention center, additional entertainment/retail facilities and a second porte
cochere entrance. Approximately $16,055,000 has been expended through December
31, 1996 related to the Master Plan.
Capital expenditures in 1995 were $37,447,000, consisting of $30,441,000 for
expenditures related to MGM Grand Las Vegas for general property improvements
and construction of the Star Lane Shops retail mall, $6,881,000 at MGM Grand
Australia for upgraded accommodations, casino and restaurant remodels, and other
improvements, and $125,000 related to furniture, fixtures and equipment. Also
during 1995, the Company expended $3,050,000 on the MGM Grand - Bally's monorail
project, $36,500,000 on the NYNY project and $79,745,000 for the acquisition of
MGM Grand Australia (see Note 16). During 1995, MGM Grand Las Vegas also
expended $11,409,000 on the EFX production show.
Capital expenditures for 1997 are expected to be approximately $203,190,000. MGM
Grand Las Vegas expenditures for 1997 are expected to be approximately
$98,500,000 related to the Master Plan project and $55,135,000 for general
property and equipment improvements. MGM Grand Australia plans to expend
approximately $585,000 for general property and equipment improvements. MGM
Grand Atlantic City expenditures for 1997 are anticipated to be approximately
$48,970,000 for land acquisitions and initial construction activities.
On July 2, 1996, the Company completed a public offering (the "Offering") of
8,625,000 shares of common stock (including underwriters' over allotment option
to purchase 1,125,000 shares of common stock). Based upon the Offering price of
$39.50 per share and associated costs incurred, the net proceeds were
approximately $327,000,000. On July 3, 1996, the Company drew down $40,000,000
(including loan origination fees) on the Senior Reducing Revolving Credit
Facility (see Note 8), and used the net proceeds of approximately $327,000,000
from the Offering together with cash on hand of $161,000,000 to fund the
defeasance of the MGM Grand Hotel Finance Corp. First Mortgage Notes (see Note
8).
On September 20, 1995, bank financing of up to $225,000,000 was completed by New
York-New York Hotel and Casino, LLC. ("NYNY LLC"), and in August 1996, the
facility was increased to $285,000,000. The first draw down occurred on
MGM Grand, Inc. and Subsidiaries 26
<PAGE>
September 30, 1995, and as of December 31, 1996, $285,000,000 was outstanding
under the facility. On January 21, 1997, NYNY LLC completed equipment financing
of $20,000,000 with a financial institution. The Company made capital
contributions totaling $22,500,000 to NYNY LLC during the 1996 period, and will
contribute additional equity as its share of the amount necessary to fund the
remaining construction liabilities, which may be up to approximately $7,000,000.
As a lender requirement for the project financing, both the Company and its
joint venture partner Primadonna Resorts, Inc. were required to enter into a
joint and several completion guarantee, as well as a Keep-Well Agreement (see
Note 8).
In June 1995, the Company and Bally's completed their joint development of the
elevated monorail linking MGM Grand Las Vegas with the corner of Flamingo Road
and the Las Vegas Strip. The monorail is a one-mile, high-capacity, transit
grade system which cost approximately $25,000,000. The costs were shared equally
with Bally's, and each partner contributed approximately $12,500,000 to the
joint venture.
The Company expects to finance operations and capital expenditures through cash
flow from operations, cash on hand, and the bank lines of credit.
Safe Harbor Provision
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this Annual
Report contains statements that are forward-looking, such as statements relating
to plans for future expansion and other business development activities, as well
as other capital spending, financing sources, the effects of regulation
(including gaming and tax regulations) and competition. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements made by or on
behalf of the Company. These risks and uncertainties include, but are not
limited to, those relating to development and construction activities,
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), domestic or global economic
conditions (including sensitivity to fluctuations in foreign currencies),
changes in federal or state tax laws or the administration of such laws, changes
in gaming laws or regulations (including the legalization of gaming in certain
jurisdictions) and application for licenses and approvals under applicable
jurisdictional laws and regulations (including gaming laws and regulations).
27 MGM Grand, Inc. and Subsidiaries
<PAGE>
Consolidated Statements of Operations
<TABLE>
<CAPTION>
(In thousands, except share data)
For the years ended December 31, 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues:
Casino $ 481,710 $ 404,742 $ 434,297
Rooms 174,440 160,470 145,196
Food and beverage 78,438 89,299 91,566
Entertainment, retail and other 126,475 123,307 122,758
-------------------------------------------------
861,063 777,818 793,817
Less: Promotional allowances 56,249 55,975 51,622
-------------------------------------------------
804,814 721,843 742,195
-------------------------------------------------
Expenses:
Casino 220,870 195,140 183,514
Rooms 48,032 44,195 45,303
Food and beverage 47,206 57,293 65,043
Entertainment, retail and other 89,801 92,667 115,443
Provision for doubtful accounts and discounts 38,635 57,683 44,181
General and administrative 101,198 99,086 106,884
Restructuring costs -- 5,942 --
Depreciation and amortization 62,196 55,315 44,346
-------------------------------------------------
607,938 607,321 604,714
-------------------------------------------------
Operating Profit Before Master Plan Asset Disposition,
Preopening and Corporate Expense 196,876 114,522 137,481
Master Plan asset disposition 49,401 -- --
Preopening and other - unconsolidated affiliate 7,868 -- --
Corporate expense 10,313 10,699 7,766
-------------------------------------------------
Operating Income 129,294 103,823 129,715
-------------------------------------------------
Nonoperating Income (Expense):
Interest income 4,247 2,896 5,544
Interest expense, net of amounts capitalized (33,778) (59,329) (61,927)
Other, net (612) (825) 208
-------------------------------------------------
(30,143) (57,258) (56,175)
-------------------------------------------------
Income Before Income Taxes, Discontinued Operations and
Extraordinary Item 99,151 46,565 73,540
Provision for income taxes (24,634) -- --
-------------------------------------------------
Income Before Discontinued Operations and
Extraordinary Item 74,517 46,565 73,540
Discontinued Operations:
Loss from discontinued operations -- -- (7,012)
Gain on disposal of discontinued operations -- -- 8,048
Extraordinary Item:
Loss on defeasance of debt, net of income tax benefit of $17,710 (30,811) -- --
-------------------------------------------------
Net Income $ 43,706 $ 46,565 $ 74,576
-------------------------------------------------
Per Share of Common Stock:
Income before discontinued operations and extraordinary item $ 1.37 $ 0.96 $ 1.50
Discontinued operations -- -- 0.02
Extraordinary item - loss on defeasance of debt, net of income
tax benefit (0.57) -- --
-------------------------------------------------
Net Income per share $ 0.80 $ 0.96 $ 1.52
-------------------------------------------------
Weighted Average Shares Outstanding 54,235,000 48,544,000 48,988,000
-------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
MGM Grand, Inc. and Subsidiaries 28
<PAGE>
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(In thousands, except share data)
As of December 31, 1996 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 61,412 $ 110,017
Accounts receivable, net 80,529 78,559
Prepaid expenses 13,208 12,657
Inventories 13,520 10,982
Deferred tax asset 58,039 --
Notes receivable -- 529
-------------------------------
Total current assets 226,708 212,744
-------------------------------
Property and Equipment, net 884,750 903,906
-------------------------------
Other Assets:
Investment in unconsolidated affiliates 72,896 53,611
Deposits 15,255 16,340
Excess of purchase price over fair market value of net assets acquired, net 39,622 40,662
Other assets, net 48,458 54,959
-------------------------------
Total other assets 176,231 165,572
-------------------------------
$ 1,287,689 $ 1,282,222
-------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 32,995 $ 20,746
Income taxes payable 23,653 2,351
Current obligation, capital leases 2,769 2,170
Current obligation, long term debt 12,906 --
Accrued interest on long term debt -- 9,368
Other accrued liabilities 118,448 84,795
-------------------------------
Total current liabilities 190,771 119,430
-------------------------------
Deferred Revenues 6,712 8,568
Deferred Income Taxes 38,477 8,134
Long Term Obligation, Capital Leases 7,862 10,443
Long Term Debt 70,485 551,099
Commitments and Contingencies
Stockholders' Equity:
Common Stock ($.01 par value, 75,000,000 shares authorized,
57,883,766 and 48,774,856 shares issued) 579 488
Capital in excess of par value 963,688 623,489
Note receivable stock sale -- (10,000)
Retained earnings (deficit) 13,221 (30,485)
Currency translation adjustment (4,106) 1,056
-------------------------------
Total stockholders' equity 973,382 584,548
-------------------------------
$ 1,287,689 $ 1,282,222
-------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
29 MGM Grand, Inc. and Subsidiaries
<PAGE>
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
(In thousands)
For the years ended December 31, 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities:
<S> <C> <C> <C>
Net income $ 43,706 $ 46,565 $ 74,576
Adjustments to reconcile net income to net cash from
operating activities:
Loss on defeasance of First Mortgage Notes 48,521 -- --
Master Plan asset disposition 49,401 -- --
Gain on disposal of discontinued operations -- -- (8,048)
Amortization of debt offering costs 2,191 3,308 3,858
Depreciation and amortization 62,323 55,419 44,433
Provision for doubtful accounts and discounts 38,635 57,683 44,181
Preopening and other - unconsolidated affiliate 7,868 -- --
Change in assets and liabilities:
Accounts receivable (40,605) (40,395) (93,311)
Prepaid expenses (551) 2,589 (1,677)
Inventories (3,283) (3,784) (4,574)
Income taxes payable 21,302 -- --
Deferred income taxes (27,696) (2,034) --
Accounts payable, accrued liabilities, and other 43,209 (5,863) 35,023
Currency translation adjustment 130 1,056 --
------------------------------------------------
Net cash from operating activities 245,151 114,544 94,461
------------------------------------------------
Cash Flows from Investing Activities:
Purchases of property and equipment, net (84,775) (37,447) (65,976)
Acquisition of MGM Grand Australia -- (71,942) --
Dispositions of property and equipment, net 322 488 691
Change in construction payables (809) (3,915) (92,740)
Note receivable 529 13,796 --
Investment in unconsolidated affiliates (27,153) (36,500) --
Deposits and other assets (8,929) (30,514) (34,930)
------------------------------------------------
Net cash from investing activities (120,815) (166,034) (192,955)
------------------------------------------------
Cash Flows from Financing Activities:
Defeasance of First Mortgage Notes (523,231) -- --
Borrowings from (repayments to) banks and others -- 78,099 (10,000)
Borrowings under lines of credit 65,262 15,000 --
Repayments of lines of credit (65,262) (15,000) --
Issuance of common stock 350,290 7,549 822
Repurchase of common stock -- -- (27,774)
------------------------------------------------
Net cash from financing activities (172,941) 85,648 (36,952)
------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents (48,605) 34,158 (135,446)
Cash and Cash Equivalents at Beginning of Year 110,017 75,859 211,305
------------------------------------------------
Cash and Cash Equivalents at End of Year $ 61,412 $ 110,017 $ 75,859
------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
MGM Grand, Inc. and Subsidiaries 30
<PAGE>
Consolidated Statements of Stockholders' Equity
<TABLE>
<CAPTION>
(Dollar amounts in thousands) Common Capital in Retained Total
For the years ended December 31, Stock Common Excess of Treasury Earnings Stockholders'
1996, 1995 and 1994 Outstanding Stock Par Value Stock (Deficit) Other Equity
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 48,844,831 $ 506 $ 662,365 $ (29,490) $ (151,626) $ -- $ 481,755
Issuance of common stock
pursuant to employee
stock options 71,479 1 821 -- -- -- 822
Repurchase of common stock (991,800) -- -- (27,774) -- -- (27,774)
Net income -- -- -- -- 74,576 -- 74,576
-------------------------------------------------------------------------------------
Balance at December 31, 1994 47,924,510 507 663,186 (57,264) (77,050) -- 529,379
Issuance of common stock for
note receivable 618,557 -- -- 15,000 -- (15,000) --
Payment received from note
receivable -- -- -- -- -- 5,000 5,000
Issuance of common stock
pursuant to employee
stock options 231,789 2 2,546 -- -- -- 2,548
Retirement of treasury stock -- (21) (42,243) 42,264 -- -- --
Net income -- -- -- -- 46,565 -- 46,565
Currency translation adjustment -- -- -- -- -- 1,056 1,056
-------------------------------------------------------------------------------------
Balance at December 31, 1995 48,774,856 488 623,489 -- (30,485) (8,944) 584,548
Payment received from
note receivable -- -- -- -- -- 10,000 10,000
Issuance of common stock
pursuant to employee
stock options 413,670 4 4,929 -- -- -- 4,933
Issuance of common stock 8,625,000 86 326,735 -- -- -- 326,821
Employee stock incentive
accrual 70,240 1 2,817 -- -- -- 2,818
Tax benefit from stock
option exercises -- -- 5,718 -- -- -- 5,718
Net income -- -- -- -- 43,706 -- 43,706
Currency translation adjustment -- -- -- -- -- (5,162) (5,162)
-------------------------------------------------------------------------------------
Balance at December 31, 1996 57,883,766 $ 579 $ 963,688 $ -- $ 13,221 $ (4,106) $ 973,382
-------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
31 MGM Grand, Inc. and Subsidiaries
<PAGE>
Notes to Consolidated Financial Statements
Note 1. Organization and Basis of Presentation
MGM Grand, Inc. (the "Company") is a Delaware corporation incorporated on
January 29, 1986. As of December 31, 1996, approximately 61.6% of the
outstanding shares of the Company's common stock were owned by Kirk Kerkorian
and Tracinda Corporation ("Tracinda"), a Nevada corporation wholly-owned by Kirk
Kerkorian.
Through its wholly-owned subsidiary, MGM Grand Hotel, Inc., the Company owns and
operates the MGM Grand Hotel/Casino ("MGM Grand Las Vegas"), a fully integrated
hotel/casino and entertainment complex in Las Vegas, Nevada. MGM Grand Hotel
Finance Corp. ("MGM Finance"), a wholly-owned subsidiary of the Company, was
formed to issue First Mortgage Notes to the public, to incur bank debt and to
lend the aggregate proceeds thereof to MGM Grand Hotel, Inc. to finance the
construction and opening of MGM Grand Las Vegas. See Note 8 regarding defeasance
of MGM Finance First Mortgage Notes.
Through its wholly-owned subsidiary, MGM Grand Australia Pty Ltd., the Company
owns and operates the MGM Grand Diamond Beach Hotel/Casino in Darwin, Australia
("MGM Grand Australia"), a hotel/casino resort located on 18 acres of beachfront
property on the north central coast of Australia. The results of operations of
MGM Grand Australia are included from September 7, 1995, the date of acquisition
(see Note 16).
The Company and Primadonna Resorts, Inc. ("Primadonna") each own 50% of New
York-New York Hotel and Casino, LLC. ("NYNY LLC"), which completed development
of the $460,000,000 themed destination resort called New York-New York Hotel and
Casino in Las Vegas, Nevada ("NYNY") in December 1996. NYNY commenced operations
on January 3, 1997. NYNY is located on approximately 20 acres at the northwest
corner of Tropicana Avenue and Las Vegas Boulevard, across from MGM Grand Las
Vegas.
Through its wholly-owned subsidiary MGM Grand Atlantic City, Inc., the Company
intends to construct and operate a destination resort hotel/casino,
entertainment and retail facility in Atlantic City, New Jersey, at an
approximate cost of at least $700,000,000. On July 9, 1996, the Company entered
into an agreement with FC Atlantic City Associates, L.P. (an affiliate of the
Forest City Ratner Company) to develop approximately 35 acres of land on the
Atlantic City Boardwalk. Construction of the project is subject to the receipt
of various governmental approvals. The plans for the hotel and casino resort
include, among other features, approximately 335,000 square feet of
entertainment and retail facilities. On July 24, 1996, the Company was found
suitable for licensing by the New Jersey Casino Control Commission.
The Company operated MGM Grand Air, a scheduled and charter airline service,
through its wholly-owned subsidiary, MGM Grand Air, Inc., from September 1987
until December 31, 1994, when MGM Grand Air was sold (see Note 17).
Note 2. Significant Accounting Policies
a. Principles of Consolidation -- The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. Investments in
unconsolidated affiliates which are 50% or less owned are accounted for under
the equity method. Significant intercompany accounts are eliminated in
consolidation.
b. Management's Use of Estimates -- The preparation of the consolidated
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.
c. Cash and Cash Equivalents -- Cash and cash equivalents consist of investments
in bank certificates of deposit and other interest bearing instruments with
original maturities of 90 days or less. Such investments are carried at cost,
which approximate market value.
d. Receivables -- Receivables are due within one year and are recorded net of
amounts estimated to be uncollectible.
e. Inventories -- Inventories are stated at the lower of cost, which is
determined generally by the first-in, first-out method, or market.
MGM Grand, Inc. and Subsidiaries 32
<PAGE>
f. Property and Equipment -- Property and equipment are stated at cost.
Maintenance, repairs and renewals that neither materially add to the value of
the property nor appreciably prolong its life are charged to expense as
incurred. The Company capitalized interest during the period that MGM Grand Las
Vegas was under construction, as well as during periods for other major
construction projects. Gains or losses on dispositions of property and equipment
are included in the determination of income. Depreciation and amortization are
provided on a straight-line basis over the estimated useful lives of the assets
as follows:
Buildings 15 to 40 years
Furniture, fixtures and equipment 3 to 7 years
Land improvements 10 years
Leasehold improvements 5 to 20 years
g. Excess of Purchase Price over Fair Market Value of Net Assets Acquired -- The
excess of purchase price over fair market value of net assets acquired is
amortized on a straight-line basis over 40 years.
h. Other Assets -- The estimated cost of normal hotel operating quantities
(base-stock) of china, silverware, glassware, and utensils is recorded as an
asset and is not depreciated. Costs of base-stock replacements are expensed as
incurred. Direct costs related to the debt offering and bank financing are being
deferred and amortized over the debt repayment periods. Organizational costs are
amortized on a straight-line basis over 60 months.
i. Revenue Recognition -- Casino revenue is the aggregate of gaming wins less
losses.
j. Promotional Allowances -- The retail value of accommodations, food and
beverage, and other services furnished to hotel/casino guests without charge is
included in gross revenue and then deducted as promotional allowances. The
estimated retail value of these promotional allowances was $56,249,000,
$55,975,000 and $51,622,000 for the years ended December 31, 1996, 1995 and
1994, respectively. The estimated cost of providing such promotional allowances
was included in casino expenses as follows:
<TABLE>
<CAPTION>
(In thousands)
Years Ended December 31, 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rooms $ 9,359 $ 8,512 $ 7,809
Food and beverage 22,688 23,588 24,115
Other 2,457 3,804 5,176
-----------------------------------------------
$ 34,504 $ 35,904 $ 37,100
-----------------------------------------------
</TABLE>
k. Currency Translation -- The Company accounts for currency translation in
accordance with Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation." The Australian results of operations and the balance
sheet are translated from Australian dollars to US dollars. Certain fixed assets
and intangibles are valued at historical exchange rates, while other balance
sheet accounts are translated at the exchange rate in effect at each year end,
and income accounts are translated at the average rate of exchange prevailing
during the year.
l. Net Income per Common Share -- Net income per common share has been computed
based upon the weighted average number of shares of common stock and common
stock equivalents, if dilutive, outstanding during each year (54,235,000 in
1996, 48,544,000 in 1995 and 48,988,000 in 1994).
m. Capitalized Interest -- The Company capitalizes interest costs associated
with debt incurred in connection with major construction projects. The Company
capitalizes interest on amounts expended on the project at the Company's
weighted average cost of the borrowed funds (see Note 8), and based upon the
weighted average amount of the Company's outstanding borrowings. Capitalization
of interest ceases when the project is substantially completed.
33 MGM Grand, Inc. and Subsidiaries
<PAGE>
n. Corporate Expense -- Corporate expense represents unallocated payroll costs,
professional fees, and various other expenses not directly related to the
Company's hotel/casino operations. In addition, corporate expense includes the
costs associated with the Company's evaluation and pursuit of new business
opportunities, which are expensed as incurred until development of a specific
project has become relatively certain.
o. Reclassifications -- Certain reclassifications have been made to conform the
prior year with the current year presentation. These reclassifications had no
effect on net income.
Note 3. Statements of Cash Flows
The following supplemental disclosures are provided for the Consolidated
Statements of Cash Flows:
<TABLE>
<CAPTION>
In thousands)
Years Ended December 31, 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash payments made for:
Interest, net of amounts capitalized $ 48,155 $ 55,750 $ 58,975
-----------------------------------------------
State and federal income taxes $ 3,660 $ 620 $ 755
-----------------------------------------------
</TABLE>
On June 5, 1995, the Company retired all shares of common stock held in
Treasury, which thereupon resumed the status of authorized unissued shares in a
non-cash transaction in the amount of $42,264,000.
Note 4. Accounts Receivable
Components of accounts receivable were as follows:
<TABLE>
<CAPTION>
(In thousands)
At December 31, 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Casino $ 102,408 $ 98,878
Hotel 13,286 12,509
Other 267 246
----------------------------
115,961 111,633
Less: Allowance for doubtful accounts and discounts (35,432) (33,074)
----------------------------
$ 80,529 $ 78,559
----------------------------
</TABLE>
Credit is issued in exchange for gaming chips at MGM Grand Las Vegas as
permitted by the regulations of the Nevada Gaming Commission and the Nevada
State Gaming Control Board. The Company extends credit to certain casino
patrons, a substantial portion of whom reside in countries other than the United
States, following evaluation of credit worthiness. The Company maintains an
allowance for doubtful accounts and discounts which is based on management's
estimate of the amount expected to be uncollectible considering historical
experience and the information management obtains regarding the credit
worthiness of the customer. The collectibility of these receivables could be
affected by future business or economic trends or other significant events in
the countries in which such customers reside. Although management believes the
allowance is adequate, it is possible that the estimated amount of cash
collections with respect to the casino accounts receivable could change.
MGM Grand, Inc. and Subsidiaries 34
<PAGE>
Note 5. Property and Equipment
Property and equipment consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
At December 31, 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Land $ 102,290 $ 99,625
Buildings and improvements 635,238 669,227
Equipment, furniture, fixtures and leasehold improvements 220,379 202,508
Equipment under capital lease 18,054 17,836
Construction in progress 50,797 7,772
------------------------------
1,026,758 996,968
Less: Accumulated depreciation and amortization (142,008) (93,062)
------------------------------
$ 884,750 $ 903,906
------------------------------
</TABLE>
Note 6. Investments in Unconsolidated Affiliates
The Company has investments in unconsolidated affiliates that are accounted for
under the equity method. Under the equity method, original investments are
recorded at cost, and are adjusted by the Company's share of earnings, losses
and distributions received from and contributions made to these companies. The
investment balance also includes interest capitalized during construction.
Investments in unconsolidated affiliates consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
At December 31, 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
New York-New York Hotel and Casino, LLC $ 60,943 $ 40,938
MGM Grand - Bally's Monorail, LLC 11,953 12,673
---------------------------
$ 72,896 $ 53,611
---------------------------
</TABLE>
Note 7. Other Accrued Liabilities
Other accrued liabilities consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
At December 31, 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Accrued salaries and related $ 34,944 $ 29,856
Casino front money 24,796 21,279
Casino chip liability 15,524 5,831
Advance deposits 4,331 5,113
Accrued gaming taxes 7,216 4,168
Other liabilities 31,637 18,548
----------------------------
$ 118,448 $ 84,795
----------------------------
</TABLE>
35 MGM Grand, Inc. and Subsidiaries
<PAGE>
Note 8. Long Term Debt
Long term debt consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
At December 31, 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Australian Hotel/Casino Loan due December 1, 2000 $ 83,391 $ 78,099
11 3/4% First Mortgage Notes due May 1, 1999 -- 220,000
12% First Mortgage Notes due May 1, 2002 -- 253,000
Bank Credit Facility -- --
---------------------------
83,391 551,099
Less: Current Maturities (12,906) --
---------------------------
$ 70,485 $ 551,099
---------------------------
</TABLE>
Total interest incurred during 1996, 1995 and 1994 was $40,801,000, $63,646,000
and $61,927,000, respectively, of which $7,023,000 and $4,317,000 were
capitalized in 1996 and 1995, respectively. In 1994, the Company did not
capitalize any interest.
On July 3, 1996, the Company deposited $523,231,000 (the "Defeasance Deposit")
with the Trustee, U.S. Trust of California, to fund the defeasance of MGM Grand
Hotel Finance Corp. First Mortgage Notes ("FMN's") in accordance with the terms
of the bond indenture. The Defeasance Deposit was made in the form of U.S.
Government securities and will be used to fund interest payments on the FMN's
through May 1, 1997, the call as of such date of the 11 3/4% FMN's at 101.958%
of the outstanding principal, and the call as of such date of the 12% FMN's at
105.333% of the outstanding principal. On October 29, 1996, the liens on the
assets of MGM Grand Hotel, Inc. were released and accordingly, the defeasance
was finalized. The early extinguishment of the FMN's resulted in an
extraordinary loss of approximately $30,811,000, net of income tax benefits of
$17,710,000. The First Mortgage Notes Indenture contained various restrictive
covenants including the maintenance of certain financial ratios and limitations
on additional debt, dividends, stock repurchases, disposition of assets, mergers
and similar transactions. At December 31, 1995, MGM Grand Hotel, Inc. was
limited to dividend payments of approximately $51,000,000 to the Company under
the indenture.
On July 1, 1996, the Company secured a new $500,000,000 Senior Reducing
Revolving Credit Facility with BA Securities (the "Facility"), an affiliate of
Bank of America NT&SA ("BofA"). The Facility was subsequently increased to
$600,000,000 in August 1996, and contains various restrictive covenants on the
Company, including the maintenance of certain financial ratios and limitations
on additional debt, dividends, capital expenditures and disposition of assets.
It also restricts acquisitions and similar transactions. Interest on the
Facility is based on the bank reference rate or Eurodollar rate. The Facility
matures in December 2001. During the year ended December 31, 1996, $61,000,000
was drawn down against the Facility, with $40,000,000 (including loan
origination fees on the Facility) of such balance related to the defeasance of
the FMN's and $21,000,000 related to acquisitions of property for MGM Grand
Atlantic City. As of December 31, 1996, no amounts were outstanding under the
Facility. At December 31, 1996, the Company was limited to dividend payments of
approximately $100,369,000 under the Facility.
On September 7, 1995, the Company completed the acquisition of the Diamond Beach
Hotel/Casino in Darwin, Australia (see Note 16). The acquisition cost was
financed by an Australian bank facility which provides a total availability of
approximately $83,391,000 (AUD$105,000,000) and includes funding for general
corporate purposes. Interest on the Australian facility is based on the bank
bill rate. The loan agreement contains various restrictive covenants on MGM
Grand Australia and the Company, including the maintenance of certain financial
ratios and limitations on additional debt, dividends, and disposition of assets.
It also restricts acquisitions and similar transactions. The facility matures in
December 2000. The indebtedness has been wholly guaranteed by the Company.
MGM Grand Australia has a $15,884,000 (AUD$20,000,000) uncommitted standby line
of credit, with a funding period of 91 days for working capital purposes. During
the year ended December 31, 1996, $4,262,000 (AUD$5,387,000) was borrowed and
repaid. No amounts were outstanding under the line of credit as of December 31,
1996 and 1995, respectively.
MGM Grand, Inc. and Subsidiaries 36
<PAGE>
Maturities of the Company's long term debt are as follows:
<TABLE>
<CAPTION>
(In thousands)
Year Ending December 31,
-----------------------------------------------------
<S> <C>
1997 $ 12,906
1998 12,906
1999 16,877
2000 40,702
Thereafter --
--------
$ 83,391
--------
</TABLE>
On September 20, 1995, NYNY LLC (see Note 1) completed its bank financing for up
to $225,000,000, which was increased to $285,000,000 during August 1996. The
non-revolving construction line of credit converted to a five-year reducing
revolver upon commencement of operations of NYNY on January 3, 1997. The Company
and Primadonna (the "Partners") guaranteed completion of the project as a
condition to facility availability, and have executed a joint and several
unlimited Keep-Well Agreement, which provides that in the event of insufficient
cash flow from NYNY to comply with financial covenants, the Partners will make
cash infusions which are sufficient to bring NYNY LLC into compliance with the
financial covenants. The first draw down occurred on September 30, 1995, and as
of December 31, 1996, $285,000,000 was outstanding under the facility. On
January 21, 1997, NYNY LLC completed an additional $20,000,000 equipment
financing with a financial institution.
The Company's $60,000,000 bank line of credit for MGM Grand Las Vegas terminated
on October 29, 1996. No amounts were outstanding under the line of credit during
1996. During 1995, the Company borrowed and repaid $15,000,000, and as of
December 31, 1995, no amounts were outstanding under the line of credit.
Note 9. Commitments and Contingencies
The Company and its subsidiaries lease buildings and equipment under
non-cancelable operating lease agreements which expire through the year 2027.
The leases generally provide that the Company pay taxes, insurance and
maintenance expenses related to the leased assets.
At December 31, 1996, the Company was obligated under non-cancelable operating
leases and capital leases to make future minimum lease payments as follows:
<TABLE>
<CAPTION>
(In thousands) Operating Capital
Year Ending December 31, Leases Leases
-----------------------------------------------------------------------------------------
<S> <C> <C>
1997 $ 3,151 $ 3,556
1998 4,559 3,962
1999 604 2,187
2000 506 2,763
2001 416 --
Thereafter 15,793 --
---------------------------
Total Minimum Lease Payment $ 25,029 12,468
-------- --------
Amount Representing Interest (1,837)
--------
Total Obligation Under Capital Leases 10,631
Less: Amount due within one year (2,769)
--------
Amount due after one year $ 7,862
--------
</TABLE>
Rental expense on the non-cancelable operating leases was $3,687,000, $3,552,000
and $12,225,000 for the years ending December 31, 1996, 1995 and 1994,
respectively. In December 1994 and January 1995, the Company terminated certain
operating leases at MGM Grand Las Vegas and purchased the equipment for
approximately $42,000,000.
37 MGM Grand, Inc. and Subsidiaries
<PAGE>
Note 10. Stockholders' Equity
On July 2, 1996, the Company completed a public offering (the "Offering") of
8,625,000 shares of common stock (including an underwriter's over allotment
option to purchase 1,125,000 shares of common stock). Based upon an Offering
price of $39.50 per share and associated costs incurred, the net proceeds were
approximately $327,000,000. The net proceeds from the Offering were used for the
defeasance of the MGM Grand Hotel Finance Corp. FMN's (see Note 8).
On May 7, 1996, the Company made a commitment to grant 15 shares of Company
common stock to each of its employees in exchange for continued active
employment through the one year anniversary date of the commitment. As a result
of the stock grant commitment, deferred compensation in the amount of $4,982,000
was charged to stockholders' equity and is being amortized to compensation
expense monthly over the one year commitment period. As of December 31, 1996,
approximately $2,819,000 had been amortized to expense.
On May 24, 1995, and as amended on November 27, 1995, the Company and MGM Grand
Hotel, Inc. entered into a Promotion Agreement with Don King Productions, Inc.
("DKP"), pursuant to which, among other things: (i) MGM Grand Hotel, Inc. has
the exclusive right to present six of Mike Tyson's fights; (ii) MGM Grand Hotel,
Inc. made a non-interest bearing working capital advance of $15,000,000 to DKP,
to be repaid on January 28, 1998; (iii) the Company sold DKP 618,557 treasury
shares of the Company's Common Stock (the "Shares") for $15,000,000, evidenced
by a non-interest bearing promissory note which was repaid in three $5,000,000
installments from the proceeds of each of the first three Tyson fights which
occurred in the MGM Grand Garden arena; (iv) the Company guaranteed to DKP that
the market value of the Shares will equal or exceed $30,000,000 ($48.50 per
share) as of January 25, 1998; and (v) the Company and DKP entered into security
agreements and a registration rights agreement with respect thereto. The
Promotion Agreement has been amended by a Trust Agreement dated as of October
23, 1996, in which the Shares have been placed in the name of, and held by, an
independent trustee, pending disposition at the direction of the Company. The
Trust Agreement extends the payment date of the working capital advance and the
guaranteed share price of $48.50 to March 31, 1998. The Company expensed
approximately $2,988,000 and $2,629,000 for the years ended December 31, 1996
and 1995, respectively. At December 31, 1996, the total cash requirement of the
guarantee was approximately $8,425,000.
Note 11. Stock Option Plan
The Company has adopted a nonqualified stock option plan and an incentive stock
plan which provides for the granting of stock options pursuant to the applicable
provisions of the Internal Revenue Code and regulations. The aggregate options
available under the plans are 5,000,000. The Company had granted options on
approximately 4,016,000 shares through December 31, 1996.
The plans are administered by a compensation and stock option committee of the
Company's Board of Directors. Salaried officers and other key employees of the
Company and its subsidiaries are eligible to receive options. The exercise price
in each instance is 100% of the fair market value of the Company's common stock
on the date of grant. The options have ten-year terms and are exercisable in
four and five annual installments. On March 26, 1996, the Compensation and Stock
Option Committee of the Board of Directors determined to adjust the vesting
provision of the Company's Nonqualified Stock Option Plan and Incentive Stock
Option Plan to provide for the vesting of future stock option grants under the
plans at 20% on each of the first four anniversary dates of the grant, with full
vesting on the fifth anniversary date of the grant. The Compensation and Stock
Option Committee also determined that pro-rata vesting at times other than
successive anniversary dates of the date of the grant is no longer applicable.
Stock option holders with grants dated prior to March 26, 1996 were given the
opportunity to accept or decline the new vesting provisions with regard to their
existing grants.
MGM Grand, Inc. and Subsidiaries 38
<PAGE>
The Company applies Accounting Principles Board Opinion No. 25 and related
interpretations for its plans. Accordingly, no compensation costs have been
recognized for its plans for 1996, 1995 and 1994. Had the Company accounted for
these plans under Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net income
and earnings per share would have been reduced to the following pro forma
amounts:
<TABLE>
<CAPTION>
(In thousands) 1996 1995
------------------------------------------------------------------------
<S> <C> <C>
Net income:
As Reported $ 43,706 $ 46,565
---------------------------
Pro Forma $ 34,981 $ 45,751
---------------------------
Earnings per share:
As Reported $ 0.80 $ 0.96
---------------------------
Pro Forma $ 0.65 $ 0.94
---------------------------
</TABLE>
Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma net income may not be
representative of that to be expected in future years.
A summary of the status of the Company's Nonqualified stock option plan for each
of the years ended December 31, 1996, 1995 and 1994 is presented below (there
are no options outstanding under the Incentive Stock Option Plan):
<TABLE>
<CAPTION>
1996 1995 1994
-----------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Shares Exercise Shares Exercise
(000's) Price (000's) Price (000's) Price
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding Beginning of
the Year 3,102 $ 22.67 1,815 $ 16.94 1,790 $ 15.27
Granted 765 $ 35.12 3,261 $ 25.69 285 $ 28.14
Exercised (414) $ 11.92 (232) $ 11.00 (71) $ 11.50
Forfeited (240) $ 26.35 (1,742) $ 26.32 (189) $ 16.29
Expired -- $ -- -- $ -- -- $ --
------ ------ ------
Outstanding End of the Year 3,213 $ 27.26 3,102 $ 22.67 1,815 $ 16.94
------ ------ ------
Exercisable at End of Year 220 $ 14.38 493 $ 11.76 446 $ 11.10
------ ------ ------
Weighted Average Fair Value
of Options Granted 22.89 13.74 13.14
------ ------ ------
</TABLE>
The following table summarizes information about the Nonqualified stock options
outstanding at December 31, 1996:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
---------------------------------------------------------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable Average
at Contractual Exercise at Exercise
Range of Exercise Prices 12/31/96 Life Price 12/31/96 Price
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$10.25-$20.00 308,000 4.6 years $12.94 180,000 $11.83
$20.01-$25.00 378,000 8.6 $24.42 -- $ --
$25.01-$30.00 1,936,000 8.9 $26.17 40,000 $25.95
$30.01-$35.00 25,000 9.2 $34.25 -- $ --
$35.01-$40.00 123,000 9.5 $38.59 -- $ --
$40.01-$45.00 443,000 9.5 $40.98 -- $ --
--------- --------- ------ ------- ------
3,213,000 8.6 $27.28 220,000 $14.38
--------- --------- ------ ------- ------
</TABLE>
39 MGM Grand, Inc. and Subsidiaries
<PAGE>
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 1996 and 1995, respectively: risk-free interest
rates of 6.1% and 6.4%, respectively; no expected dividend yields for the years
presented; expected lives of 6 years for all years; and expected volatility of
39% for all years presented.
The Company has agreements with seven executives which provide that, upon a
change of control, any unvested stock options covered by such agreements become
exercisable. The total number of stock options subject to such agreements is
1,985,000, of which 1,850,000 options become immediately exercisable, and the
remaining 135,000 options become exercisable if employment status is diminished
within twelve months following a change in control.
Effective November, 1996, the Company and MGM Grand Hotel, Inc. adopted an
Employee Stock Purchase Plan. The Plan provides eligible employees the
opportunity to purchase shares of the Company's Common Stock via payroll
deductions. The price for each share of Common Stock is the weighted average
price paid for all shares purchased by the Plan Administrator on behalf of the
participating employees on the last trading day of each month. The Company and
MGM Grand Hotel, Inc. pay the administrative costs of the plan. The plan may be
amended or terminated at any time by the Company's Board of Directors or by a
committee designated by the Board of Directors.
Note 12. Employee Pension and Savings Plans
Participation in the MGM Grand Hotel, Inc. 401(k) employee savings plan is
available for all full time employees not a part of a bargaining unit. The
savings plan allows participants to defer, on a pretax basis, a portion of their
salary and accumulate tax deferred earnings as a retirement fund. MGM Grand
Hotel, Inc. matches 25% of employee contributions up to a maximum of 1% of
participating employee's eligible gross wages. Additionally, MGM Grand Hotel,
Inc. makes contributions to the employees' savings plan based on length of
service, which vest over a five-year period. For the periods ended December 31,
1996 and 1995, MGM Grand Hotel, Inc. contributions under this arrangement were
$3,060,000 and $3,189,000, respectively.
Effective November 1994, the Company and MGM Grand Hotel, Inc. adopted a
Nonqualified Deferred Retirement Plan for certain key employees not a part of a
collective bargaining unit. The Nonqualified Deferred Retirement Plan allows
participants to defer, on a pretax basis, a portion of their salary and
accumulate tax deferred earnings, plus interest, as a retirement fund. These
deferrals are in addition to those allowed under the MGM Grand Hotel, Inc.
401(k) savings plan. All deferred amounts vest immediately. There are no
employer matching contributions made under this plan. The full amount vested in
a participant's account will be distributed to a participant following
termination of employment, normal retirement or in the event of disability or
death.
Effective with the September 1995 acquisition of MGM Grand Australia (see Notes
1 and 16), an Australian employee retirement fund was acquired. The fund is
subject to the Superannuation Industry (Supervision) Act of 1993, imposing a
legal obligation on MGM Grand Australia to contribute to all employees. MGM
Grand Australia maintains two categories for the plan, depending on employment
status: category (A) for executive employees and category (B) for staff. Death
and Disablement benefits are provided for all members; however, category (A)
members receive increased coverages under both benefits. MGM Grand Australia
contributes 6% of salary to satisfy the Superannuation Guarantee Legislation,
and allows participants to defer, on a pretax basis, a portion of their salary
and accumulate tax deferred earnings as a retirement fund. The full amount
vested in members' retirement accounts is payable to the member following
termination of employment, under certain circumstances or normal retirement.
During 1996, MGM Grand Australia contributed under these arrangements $196,000
and $617,000 for the executive employees and staff, respectively. For the period
from acquisition on September 7, 1995 to December 31, 1995, MGM Grand Australia
contributions under these arrangements were $64,000 and $221,000 for the
executive employees and staff, respectively.
Note 13. Master Plan Asset Disposition
During September 1996, the Company determined to write-off various assets with a
net book value of $49,401,000 as
a result of the MGM Grand Las Vegas Master Plan, associated with the
transformation of the facility into "The City of Entertainment." The affected
areas include approximately $39,564,000 of costs in MGM Grand Adventures Theme
Park to prepare for construction of additional entertainment/retail facilities
and a convention center, and approximately $8,580,000 related to the removal of
the lion entrance. In addition, the Company wrote off approximately $1,257,000
representing the cost of certain food court and midway/arcade areas which have
been converted into Studio Walk.
MGM Grand, Inc. and Subsidiaries 40
<PAGE>
Note 14. Company Restructuring Plan
On August 1, 1995, the Company announced details of a comprehensive
restructuring plan designed to reduce costs and improve efficiency of operations
at MGM Grand Las Vegas. This restructuring resulted in a one-time charge against
earnings in the third quarter of 1995 totaling $5,942,000, primarily related to
employee severance payments.
Note 15. Income Taxes
The Company accounts for income taxes according to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS
109 requires the recognition of deferred tax assets, net of applicable reserves,
related to net operating loss carryforwards and certain temporary differences.
The standard requires recognition of a future tax benefit to the extent that
realization of such benefit is more likely than not. Otherwise, a valuation
allowance is applied. At December 31, 1996, the Company believes that it is more
likely than not that its deferred tax assets are fully realizable because of the
future reversal of existing taxable temporary differences and future projected
taxable income. Accordingly, the valuation allowance of $18,013,000 at December
31, 1995, was completely reversed during 1996.
The provision (benefit) for income taxes on income from continuing operations
before extraordinary item for the years ended December 31, 1996, 1995 and 1994
is as follows:
<TABLE>
<CAPTION>
(In thousands)
Years Ended December 31, 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current - Federal (net of $18,013,000 tax benefit of
operating loss carryforwards) $ 31,014 $ 2,034 $ 575
Deferred - Federal (6,380) (2,034) (575)
-----------------------------------------------
Provision for income taxes $ 24,634 $ -- $ --
-----------------------------------------------
</TABLE>
Reconciliation of the Federal income tax rate and the Company's effective tax
rate is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax rate 35.0% 35.0% 35.0%
Permanent and other items 6.2 -- --
Changes in valuation allowance (16.4) (35.0) (35.0)
-----------------------------------------------
Effective tax rate 24.8% -- % -- %
-----------------------------------------------
</TABLE>
As of December 31, 1996, the major tax effected components of the Company's net
deferred tax asset (liability) are as follows:
<TABLE>
<CAPTION>
(In thousands) 1996 1995
-----------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Asset
Net operating loss carryforward $ 11,864 $ 45,871
Bad debt reserve 9,123 8,034
Master Plan asset disposition 16,639 --
Hotel preopening expenses 8,619 8,860
Loss on defeasance of debt 12,180 --
Accruals, reserves and other 4,643 3,479
Tax credit carryforwards 31,488 5,606
---------------------------
94,556 71,850
Less: Valuation allowance -- (18,013)
---------------------------
94,556 53,837
---------------------------
Deferred Tax Liability
Depreciation and amortization (74,994) (61,971)
---------------------------
Net Deferred Tax Asset (Liability) $ 19,562 $ (8,134)
---------------------------
</TABLE>
41 MGM Grand, Inc. and Subsidiaries
<PAGE>
At December 31, 1996, the Company had a United States tax return net operating
loss carryforward of approximately $27,900,000 which will expire as follows:
<TABLE>
<CAPTION>
Net
(In thousands) Operating Loss
Year of Expiration Carryforward
-------------------------------------------------------------
<S> <C>
2007 $ 5,000
2008 22,900
--------------
$ 27,900
--------------
</TABLE>
In addition, the Company has an Australian tax loss of $5,861,000 which does not
expire.
The Company also has an alternative minimum tax credit carryforward of
$29,000,000 which does not expire, and a general business tax credit
carryforward of $2,488,000 which expires in different periods through 2011.
Note 16. Australian Casino Acquisition
On September 7, 1995, the Company, through its wholly-owned subsidiary, MGM
Grand Australia Pty Ltd., completed the acquisition of MGM Grand Australia, for
approximately U.S. $75,971,000. The acquisition costs include $59,972,000 for
the purchase of stock and $14,200,000 of debt assumption, and debt and
organization costs of $1,799,000. In addition, on October 24, 1995, the Company
expended approximately $3,774,000 to acquire the remaining 14.3% interest not
already owned in the Territory Property Trust, which owns the land and buildings
of MGM Grand Australia. MGM Grand Australia is located on 18 acres of beachfront
property on the north central coast of Australia. The resort includes a public
and private casino, 97 rooms and suites, restaurants and other facilities. The
Company financed the acquisition through an Australian bank facility (see Note
8). The acquisition was accounted for using the purchase method, whereby the
assets acquired were recorded at their fair market values. The purchase price
allocation was as follows:
<TABLE>
<CAPTION>
(In thousands)
-----------------------------------------------------------------
<S> <C>
Cash $ 7,803
Property, plant and equipment 36,088
Excess of purchase price over fair market value of
net assets acquired 40,980
Deferred income taxes (4,226)
Net liabilities (900)
--------
$ 79,745
--------
</TABLE>
Concurrent with the closing of the transaction on September 7, 1995, the Company
granted to certain of the sellers an option to acquire 22.5% of the stock of the
Company's Australian subsidiary. The option, which was granted for a nominal
consideration, is exercisable at any time during the third and fourth years
following the closing, at an exercise price of approximately $14,400,000 subject
to certain adjustments. The option holders also granted to the Company a
two-year option to purchase 25% interests in each of Aspinall's Club in London,
U.K., and Aspinall Casino SA in Le Touquet, France, with an exercise price in
each case based on the amount of the owners' respective investments in such
casinos.
Note 17. Discontinued Operations/Sale of MGM Grand Air
On December 31, 1994, the Company completed the sale of MGM Grand Air for a note
receivable totaling approximately $14,325,000, realizing a pretax gain of
$8,048,000. As of December 31, 1996, the note had been repaid, and at December
31, 1995, the principal on the note had been reduced to approximately $432,000.
The 1994 operating results of MGM Grand Air have been accounted for as
discontinued operations, and the financial statements have been restated. For
the year ended December 31, 1994, operating results of discontinued operations,
excluding the above noted gain, included revenues of $19,535,000 and an
operating loss of $7,012,000.
MGM Grand, Inc. and Subsidiaries 42
<PAGE>
Note 18. Related-Party Transactions
In conjunction with the Company's 50% interest in the MGM Grand-Bally's
Monorail, LLC, the Company, through its wholly-owned subsidiary, MGM Grand
Hotel, Inc., contributed approximately $1,280,000 and $750,000 to the joint
venture as part of its operating contribution during 1996 and 1995,
respectively.
In August 1995, the Company made a $5,000,000 working capital advance to NYNY.
The $5,000,000 advance, together with interest, was repaid during September
1995. The Company, through its wholly-owned subsidiary MGM Grand Hotel, Inc.,
has entered into an agreement to lease space in NYNY to operate a race book and
sports pool. The terms of the lease are for ten years from the commencement date
of January 3, 1997, with an option for an additional term of ten years. MGM
Grand Hotel, Inc. is obligated to pay to NYNY the greater of a minimum annual
rent of $200,000 or percentage rent based upon gross revenue, as defined by the
Nevada Gaming Commission and Nevada State Gaming Control Board. The percentage
rent is based on a graduated scale of gross revenue at percentages ranging from
12% to 15%. During 1996, no amounts were paid under this agreement.
Additionally, MGM Grand Hotel, Inc. leased office facilities to NYNY during 1996
for which it received rental payments of approximately $56,000, and provided
various other hotel goods and services for which NYNY paid approximately
$85,000. On September 4, 1996, the Company also entered into an agreement with
NYNY to provide exclusive floral services through its wholly-owned subsidiary
MGM Grand Merchandising, Inc., at rates which management believes are generally
comparable to those offered by third parties. No payments were made by NYNY and
no services were rendered under the floral service contract during 1996. MGM
Grand Hotel, Inc. entered into an agreement with NYNY effective December 14,
1996, whereby it agreed to provide certain of its employees to perform services
at NYNY. In exchange, NYNY agreed to reimburse MGM Grand Hotel, Inc. for all
payroll and related costs arising from such services, which, during 1996, were
immaterial in amount.
For the year ended December 31, 1996, the Company and its subsidiaries rented
aircraft from Tracinda for various business purposes. The aggregate amount of
rental payments were $990,000, and the rent payments were at rates which
management believes are generally below those offered by third parties. During
1995, MGM Grand Las Vegas leased an aircraft from Tracinda, with total lease
payments of $210,000. MGM Grand Las Vegas also leased Tracinda's Challenger
aircraft through a third party operator for $243,000 during 1995. The Company
and Tracinda have entered into various other transactions and arrangements
which, individually and in the aggregate, are not material.
The Company was granted a no-cost option from Tracinda, with an expiration date
of September 1, 1995, to purchase approximately 18 acres of undeveloped land
across the Las Vegas Strip from MGM Grand Las Vegas. The option, which gave the
Company the right to acquire the property at Tracinda's purchase cost of
$31,500,000, together with its actual costs incurred in connection with the
ownership of the property, plus interest, was exercised on January 5, 1995, for
a total cost of approximately $36,500,000. On January 6, 1995, the Company
contributed the property to NYNY LLC as its share of the initial capital
contribution to the hotel/casino construction project (see Notes 1 and 6).
During 1996, the Company contributed an additional $22,500,000 to the NYNY
construction project.
On March 1, 1994, MGM Grand Hotel, Inc. sold to Tracinda two unused parcels of
land (approximately .56 acres total) for $272,950. The Company, based upon
appraisals it received, believes that this sale was on terms comparable to what
it could have obtained for the land on an arms length basis in an equivalent
transaction with a third party.
In 1994, MGM Grand Las Vegas reimbursed The Stars' Desert Inn, which was then
owned by Tracinda, for its estimated costs of the 1993 testing of a property
management computer software system and certain gaming equipment testing, which
was approximately $229,000. The Stars' Desert Inn did not exercise an option to
retain the computer software system, and retained all revenues generated by the
gaming equipment.
Pursuant to an agreement dated December 23, 1996, between MGM Grand Hotel, Inc.
and MGM/UA Home Entertainment, Inc. ("MGM/UA"), a wholly owned subsidiary of
Metro-Goldwyn-Mayer Inc., a California based motion picture studio in which
Tracinda has a 72% ownership interest, MGM Grand Hotel, Inc. can utilize key art
and still photographs from certain Metro-Goldwyn-Mayer Inc. and United Artists
Corporation motion pictures for the period commencing on December 27, 1996 and
ending on July 1, 1997. In exchange, MGM Grand Hotel, Inc. agreed to promote
MGM/UA motion picture video cassettes for availability in one or more retail
venues. During December 1996, MGM Grand Hotel, Inc. purchased video cassettes in
amounts that are not material.
43 MGM Grand, Inc. and Subsidiaries
<PAGE>
Pursuant to a License Agreement between the Company, Metro-Goldwyn-Mayer Inc.
and Metro-Goldwyn-Mayer Film Co. dated February 29, 1980, the Company has
exclusive rights in perpetuity to use certain trademarks, trade names and logos
in connection with the Company's hotel and gaming operations.
During the three year periods ended December 31, 1996, 1995 and 1994, the
Company and Tracinda have entered into various other transactions and
arrangements which, individually and in the aggregate, are not material.
Note 19. Industry Segments
The Company operates in the Hotel/Casino industry segment through the operations
of MGM Grand Las Vegas, which commenced operations on December 18, 1993, MGM
Grand Australia, which was acquired on September 7, 1995 (see Note 16), and its
50% share in NYNY which commenced operations on January 3, 1997 (see Note 1).
Airline operations have been reclassified for the 1994 year to Discontinued
Operations as a result of the sale of the airline (see Note 17). Sales between
industry segments are immaterial and generally at prices approximately equal to
those charged to unaffiliated customers.
<TABLE>
<CAPTION>
(In thousands)
For the Years Ended December 31, 1996 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net revenues:
Hotel/Casino $ 804,814 $ 721,843 $ 742,195
-----------------------------------------------------
Operating income (loss):
Hotel/Casino $ 196,876 $ 120,464 $ 137,481
Master Plan asset disposition (49,401) -- --
Corporate expense (10,313) (10,699) (7,766)
Restructuring costs -- (5,942) --
Preopening and other - unconsolidated affiliate (7,868) -- --
-----------------------------------------------------
$ 129,294 $ 103,823 $ 129,715
-----------------------------------------------------
Identifiable assets:
Hotel/Casino $ 1,254,602 $ 1,250,771 $ 1,088,767
Discontinued operations - airline -- -- 2,618
Corporate 33,087 31,451 62,126
-----------------------------------------------------
$ 1,287,689 $ 1,282,222 $ 1,153,511
-----------------------------------------------------
Capital expenditures:
Hotel/Casino $ 84,544 $ 37,371 $ 60,086
Discontinued operations - airline -- -- 5,552
Corporate 231 76 338
-----------------------------------------------------
$ 84,775 $ 37,447 $ 65,976
-----------------------------------------------------
Depreciation and amortization:
Hotel/Casino $ 62,196 $ 55,315 $ 44,346
Corporate 127 104 87
-----------------------------------------------------
$ 62,323 $ 55,419 $ 44,433
-----------------------------------------------------
</TABLE>
MGM Grand, Inc. and Subsidiaries 44
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Stockholders of MGM Grand, Inc.:
We have audited the accompanying consolidated balance sheets of MGM Grand, Inc.
(a Delaware corporation) and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MGM Grand, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
January 30, 1997
45 MGM Grand, Inc. and Subsidiaries
<PAGE>
Selected Quarterly Financial Results
<TABLE>
<CAPTION>
(In thousands except share data) Quarter
For the years ended December 31, 1996 and 1995 -------------------------------------------------------
(Unaudited) First Second Third Fourth Total
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996
Net revenues $ 209,304 $ 190,485 $ 198,433 $ 206,592 $ 804,814
Operating profit before non-recurring items
and corporate expense 50,734 50,250 46,257 49,635 196,876
Operating income 49,223 48,615 (4,808) 36,264 129,294
Income (loss) before income taxes,
discontinued operations and
extraordinary item 34,528 34,331 (6,804) 37,096 99,151
Net income (loss) 34,528 20,635 (35,488) 24,031 43,706
Per share of common stock:
Income (loss) before extraordinary item $ 0.70 $ 0.41 $ (0.08) $ 0.49 $ 1.37
Extraordinary item -- -- (0.53) -- (0.57)
--------------------------------------------------------------------
Net income (loss) $ 0.70 $ 0.41 $ (0.61) $ 0.49 $ 0.80
--------------------------------------------------------------------
1995
Net revenues $ 161,885 $ 168,397 $ 198,281 $ 193,280 $ 721,843
Operating profit before non-recurring items
and corporate expense 22,333 11,419 33,388 47,382 114,522
Operating income 20,306 8,680 28,940 45,897 103,823
Income (loss) before income taxes,
discontinued operations and
extraordinary item 5,525 (6,637) 15,870 31,807 46,565
Net income (loss) 5,525 (6,637) 15,870 31,807 46,565
Per share of common stock:
Income (loss) before extraordinary item $ 0.11 $ (0.14) $ 0.33 $ 0.66 $ 0.96
Extraordinary item -- -- -- -- --
--------------------------------------------------------------------
Net income (loss) $ 0.11 $ (0.14) $ 0.33 $ 0.66 $ 0.96
--------------------------------------------------------------------
<CAPTION>
1996 1995
Common Stock Prices --------------------------------------------------------------------
For the year ended December 31, High Low High Low
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First quarter $ 39 3/4 $ 22 3/4 $ 30 3/4 $ 22 3/4
Second quarter 47 7/8 38 3/8 32 3/8 26 3/8
Third quarter 43 1/4 35 1/2 28 1/2 23
Fourth quarter 45 5/8 34 26 1/4 22 3/4
</TABLE>
The Company's Common Stock is listed on the New York Stock Exchange. Its
symbol is MGG.
MGM Grand, Inc. and Subsidiaries 46
<PAGE>
Corporate Information
Directors and Officers
J. Terrence Lanni
Director
Chairman of the Board
Chief Executive Officer
Alex Yemenidjian
Director
President
Chief Operating Officer
Chief Financial Officer
Fred Benninger
Director
Vice Chairman
James D. Aljian
Director
Executive,
Tracinda Corporation
Terry N. Christensen
Director
Partner, Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP
Glenn A. Cramer
Director
Former Chairman,
Transamerica Airlines Retired
Willie D. Davis
Director
President and Director,
All-Pro Broadcasting, Inc.
Alexander M. Haig, Jr.
Director
Chairman
Worldwide Associates, Inc.
Kirk Kerkorian
Director
President and
Chief Executive Officer
Tracinda Corporation
Walter M. Sharp
Director
President,
Walter M. Sharp Company
Jerome B. York
Director
Vice Chairman
Tracinda Corporation
Scott Langsner
Secretary/Treasurer
Edward J. Jenkins
Vice President
Margaret G. Cooper
Vice President
47 MGM Grand, Inc. and Subsidiaries
<PAGE>
MGM Grand Hotel Senior Officers
Daniel M. Wade
President
Chief Operating Officer
Lyn H. Baxter
Senior Vice President
Operations
Cynthia Kiser Murphey
Senior Vice President
Human Resources and Administration
Tom Peterman
Senior Vice President
General Counsel
Greg W. Saunders
Senior Vice President
Hotel Operations
Daniel H. Scott
Senior Vice President
Chief Financial Officer
Richard A. Sturm
Senior Vice President
Marketing and Entertainment
MGM Grand Marketing
Robert V. Moon
President
MGM Grand Development
Kenneth A. Rosevear
President
MGM Grand Merchandising
Bob Bowman
President
MGM Grand Australia
Patricia Johnson
General Manager
Chief Financial Officer
Gordon McIntosh
Senior Vice President
Casino Operations
MGM Grand, Inc. and Subsidiaries 48
<PAGE>
Transfer Agent and
Registrar for Common Stock
ChaseMellon Shareholder Services, LLC
Shareholder Relations
400 S. Hope Street, 4th Floor
Los Angeles, CA 90071
Form 10-K
A copy of the Company's annual report
on Form 10-K, as filed with the
Securities and Exchange Commission,
will be furnished without charge to any
stockholder upon written request to:
Mr. Scott Langsner
Secretary/Treasurer
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Independent Public
Accountants
Arthur Andersen LLP
3320 W. Sahara Avenue
Las Vegas, Nevada 89102
49 MGM Grand, Inc. and Subsidiaries
<PAGE>
MGM Grand, Inc.
3799 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 891-3333
MGM Grand Hotel/Casino
3799 Las Vegas Blvd. South
Las Vegas, Nevada 89109
(702) 891-1111
Reservations
(702) 891-7777
(800) 929-1111 (outside Nevada)
MGM Grand Australia
Gilruth Avenue
Mindil Beach
Darwin, Northern Territory
0801 Australia
International Number
011 61 89 462 666
MGM Grand, Inc. and Subsidiaries 50
<PAGE>
EXHIBIT 21
MGM GRAND, INC.
LIST OF SUBSIDIARIES
DECEMBER 31, 1996
STATE OF
NAME INCORPORATION
-------------------------- -------------
PARENT: MGM Grand, Inc. Delaware
SUBSIDIARIES: MGM Grand Hotel, Inc. Nevada
MGM Grand Hotel Finance Corp. Nevada
Destron, Inc. Nevada
MGM Grand Australia Pty, Ltd. Australia
MGM Grand Merchandising, Inc. Nevada
MGM Grand Development, Inc. Nevada
MGM Grand Atlantic City, Inc. New Jersey
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports dated January 30, 1997, included or incorporated by reference in
this Form 10-K, into the Company's previously filed Registration Statements
File Nos. 33-35023, 33-38616, 333-00187 and 333-22957.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
March 20, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MGM GRAND,
INC. 10K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 61,412
<SECURITIES> 0
<RECEIVABLES> 115,881
<ALLOWANCES> 35,352
<INVENTORY> 13,520
<CURRENT-ASSETS> 226,708
<PP&E> 1,026,758
<DEPRECIATION> 142,008
<TOTAL-ASSETS> 1,287,689
<CURRENT-LIABILITIES> 190,771
<BONDS> 0
0
0
<COMMON> 579
<OTHER-SE> 972,803
<TOTAL-LIABILITY-AND-EQUITY> 1,287,689
<SALES> 861,063
<TOTAL-REVENUES> 804,814
<CGS> 0
<TOTAL-COSTS> 665,207
<OTHER-EXPENSES> 10,313
<LOSS-PROVISION> 38,635
<INTEREST-EXPENSE> 33,778
<INCOME-PRETAX> 99,151
<INCOME-TAX> 24,634
<INCOME-CONTINUING> 74,517
<DISCONTINUED> 0
<EXTRAORDINARY> 30,811
<CHANGES> 0
<NET-INCOME> 43,706
<EPS-PRIMARY> .80
<EPS-DILUTED> 0
</TABLE>
