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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):
November 9, 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 principle executive offices) (Zip Code)
(702) 891-3333
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(Registrant's telephone number, including area code)
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(Former name of former address, if changed since last report)
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Item 5. Other Events
On November 9, 1998, MGM Grand, Inc. and Primadonna Resorts, Inc. announced
that their respective Boards of Directors have approved in principle MGM Grand's
acquisition of 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 proposed merger 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 November 9, 1998.
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.
November 11, 1998 By: /s/ SCOTT LANGSNER
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Scott Langsner
Secretary/Treasurer
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EXHIBIT 99.1
[LETTERHEAD OF MGM GRAND, INC.]
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FOR IMMEDIATE RELEASE CONTACT: James J. Murren
- --------------------- ------- Chief Financial Officer
MGM Grand, Inc.
(702) 891-3344
John L. Shigley
Chief Financial Officer
Primadonna Resorts, Inc.
(702) 679-7200
MGM GRAND, INC. AND
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PRIMADONNA RESORTS, INC.
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ANNOUNCE MERGER
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Las Vegas, Nevada, November 9, 1998 -- MGM Grand, Inc. (NYSE: MGG) and
Primadonna Resorts, Inc. (NASDAQ:PRMA) announced today that their respective
Boards of Directors have approved in principle MGM Grand's acquisition of
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 stock held, or a total of approximately 9.5 million
shares of MGM Grand common stock. The transaction is subject to the execution of
a definitive merger agreement, Primadonna shareholder approval and the
satisfaction of various conditions to be contained in the merger agreement,
including obtaining certain regulatory approvals.
The parties expect to enter into a definitive merger agreement within two weeks.
The merger is expected to be completed in the first quarter of 1999.
Primadonna's assets include three hotel/casino resorts in Primm, Nevada, 50%
ownership of New York - New York Hotel and Casino in Las Vegas, Nevada, and two
world class golf courses. The Primm, Nevada hotel/casino resorts and golf
courses are located on approximately 590 acres of company-owned land in
California and Nevada, of which about 140 acres are undeveloped. In addition,
the company leases 142 acres of land in Nevada.
"The combination of Primadonna and MGM Grand affords us the opportunity to take
advantage of economies of scale, as well as the diversification of revenues,"
said J. Terrence Lanni, MGM Grand's Chairman and Chief Executive Officer.
"This is a significant step toward our goal of creating a gaming and
entertainment giant," said Alex Yemenidjian, MGM Grand's President and Chief
Operating Officer.
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"We believe that the merger is compelling for Primadonna's shareholders. By
joining with MGM Grand, Primadonna's shareholders will benefit from MGM Grand's
financial strength and exciting growth prospects. The exchange represents a
premium for Primadonna, based on stock prices for Primadonna and MGM Grand when
negotiations commenced," said Gary E. Primm, Primadonna's Chairman and Chief
Executive Officer.
"We believe MGM Grand will continue to enjoy the strongest balance sheet in the
gaming industry after the merger. The transaction will be accounted for as a
purchase, and the acquisition will be immediately accretive to MGM Grand's
earnings, even before taking into effect anticipated cost savings and
synergies," said James J. Murren, MGM Grand's Chief Financial Officer
Morgan Stanley Dean Witter is advising Primadonna on this transaction.
* * *
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 in California, and a 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. The Company operates the MGM Grand Hotel/Casino in Las Vegas,
the MGM Grand Hotel/Casino in Darwin, Australia and owns a 50% interest in the
New York - New York Hotel/Casino in Las Vegas, Nevada. MGM Grand, Inc. manages
casinos in Nelspruit, Witbank and Johannesburg, South Africa. The Company plans
to develop a temporary casino in Detroit, Michigan, which is anticipated to open
in the summer of 1999, followed by a permanent hotel/casino resort thereafter.
MGM Grand, Inc. also has 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 the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.
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