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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 4, 1998
MGM GRAND, INC.
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(Exact Name of Registrant as specified in Charter)
Delaware 0-16760 88-0215232
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
(702) 891-3333
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 4, 1998, MGM Grand, Inc. and Primadonna Resorts, Inc. entered
into an Agreement and Plan of Merger, dated as of December 2, 1998 pursuant to
which MGM Grand will acquire Primadonna in an all stock transaction. The terms
of the merger provide for Primadonna's stockholders to receive 0.33 shares of
MGM Grand common stock for each share of Primadonna common stock held, or a
total of approximately 9.5 million shares of MGM Grand common stock. A copy of
the press release announcing the execution of the Merger Agreement is attached
hereto as Exhibit 99.1 and incorporated by reference.
Item 7. Financial Statements and Exhibits
(a) & (b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Press Release, dated December 7, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MGM GRAND, INC.
December 7, 1998 By: /s/ SCOTT LANGSNER
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(Date) Scott Langsner
Secretary/Treasurer
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EXHIBIT 99.1
[LOGO OF MGM GRAND, INC.]
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MGM Grand, Inc., and Primadonna Resorts, Inc. Sign Definitive Merger Agreement
LAS VEGAS, Dec. 7/PRNewswire/ -- MGM Grand, Inc. (NYSE: MGG) and Primadonna
Resorts, Inc. (Nasdaq: PRMA) announced today that they have signed the
definitive merger agreement relating to MGM Grand's acquisition of Primadonna.
As previously announced, Primadonna's stockholders will receive 0.33 shares of
MGM Grand common stock for each share of Primadonna stock held, or a total of
approximately 9.5 million shares of MGM Grand common stock. The transaction is
subject to the satisfaction of various conditions contained in the merger
agreement, including approval by Primadonna's shareholders, obtaining the
necessary regulatory approvals, accuracy of representations and warranties and
compliance with covenants. Concurrently with the execution of the merger
agreement, the holders of an aggregate of approximately 53% of Primadonna's
common stock delivered to MGM Grand agreements to vote their Primadonna shares
in favor of the merger. Morgan Stanley Dean Witter, Primadonna's investment
banker, provided an opinion to Primadonna's Board of Directors that the exchange
ratio to be received in the merger is fair to Primadonna's stockholders from a
financial point of view.
The merger is expected to be completed in the first quarter of 1999.
Primadonna Resorts, Inc. is an entertainment, hotel and gaming company.
Primadonna owns Whiskey Pete's, Buffalo Bill's and the Primm Valley Resort in
Primm, Nevada, two championship golf courses nearby in California, and 50%
interest in New York - New York Hotel and Casino in Las Vegas, Nevada.
MGM Grand, Inc. is an entertainment, hotel and gaming company headquartered
in Las Vegas, Nevada. MGM Grand operates the MGM Grand Hotel/Casino in Las
Vegas, Nevada. MGM Grand operates the MGM Grand Hotel/Casino in Las Vegas, the
MGM Grand Hotel/Casino in Darwin, Australia, owns a 50% interest in the New York
- - New York Hotel/Casino in Las Vegas and manages casinos in Nelspruit, Witbank,
and Johannesburg, South Africa. MGM Grand is developing a temporary casino in
Detroit, Michigan, which is anticipated to open in the summer of 1999, followed
by the permanent hotel/casino resort thereafter. MGM Grand has also announced
plans to develop a hotel/casino resort in Atlantic City, New Jersey.
Statements in this release which are not historical facts are "forward
looking" statements and "safe harbor statements" under the Private Securities
Litigation Reform Act of 1995 that involve risks and/or uncertainties, including
risks and/or uncertainties as described in MGM Grand's and Primadonna Resort's
public filings with the Securities Exchange Commission.
SOURCE MGM Grand, Inc.
-0- 12/04/98
/CONTACT: James J. Murren, Chief Financial Officer of MGM Grand, Inc.,
702-891-3344; or John L. Shigley, Chief Financial Officer of Primadonna Resorts,
Inc., 702-679-7200/
/Company News On-Call: http://www.prnewswire.com/comp/000725.html or fax,
800-758-5804, ext. 000725/
(MGG PRMA)
