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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 1, 1999
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MGM Grand, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-16760 88-0215232
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
3799 Las Vegas Boulevard South 89109
(Address of Principal Executive Offices) (Zip Code)
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 1, 1999, MGM Grand, Inc., a Delaware corporation (the
"Company"), consummated its acquisition of Primadonna Resorts, Inc., a Nevada
corporation ("Primadonna"), pursuant to that certain Agreement and Plan of
Merger, dated as of December 2, 1998 (the "Merger Agreement"), by and among the
Company, MGM Grand Acquisition Corp., a Nevada corporation that was a wholly
owned subsidiary of the Company ("Merger Sub"), and Primadonna. The Company's
acquisition of Primadonna was effected by merging Merger Sub with and into
Primadonna (the "Merger"), with Primadonna continuing as the surviving
corporation. As consideration for the Merger and pursuant to the terms of the
Merger Agreement, the Company issued to Primadonna's stockholders .33 shares of
its common stock for each share of Primadonna common stock outstanding on
completion of the Merger. The number of outstanding shares of the Company's
common stock increased from approximately 52 million shares to 61.5 million
shares as a result of the Merger. In addition, each outstanding option to
purchase Primadonna common stock became an option to purchase the Company's
common stock as a result of the Merger, based upon the Merger conversion ratio.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The audited financial statements of Primadonna for the three previous
fiscal years, and the accountant's report related thereto, set forth in Item 8.
Consolidated Financial Statements and Supplementary Data in Primadonna's Annual
Report on Form 10-K for the year ended December 31, 1997, and the unaudited
financial statements for the period ended September 30, 1998 set forth in Item
1. Financial Statements in Primadonna's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, are incorporated herein by reference.
(b) Pro forma financial information.
The required pro forma financial information relating to the Company's
acquisition of Primadonna for the nine months ended September 30, 1998 and the
year ended December 31, 1997, set forth on pages 9 through 17 of the Company's
Registration Statement on Form S-4 (File No.333-70883), is incorporated herein
by reference.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of December 2, 1998, by and
among MGM Grand, Inc., MGM Grand Acquisition Corp. and Primadonna Resorts, Inc.
(incorporated by reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-4 (File No. 333-70883).
4.1 MGM Grand, Inc. Replacement Stock Option Plan. (Incorporated by
reference to Appendix A to the Company's Information Statement, dated February
5, 1999).
4.2 MGM Grand, Inc. Directors' Replacement Stock Option Plan.
(Incorporated by reference to Appendix B to the Company's Information
Statement, dated February 5, 1999).
23.1 Consent of Arthur Andersen LLP.
99.1 Text of Press Release, dated March 1, 1999, of the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MGM Grand, Inc.
Date: March 12, 1999 By: /S/ SCOTT LANGSNER
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Name: Scott Langsner
Title: Secretary/Treasurer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Current Report on Form 8-K of our report dated January 30,
1998 which was included in the Primadonna Resorts, Inc. Annual Report on Form
10-K for the year ended December 31, 1997.
Arthur Andersen LLP
Las Vegas, Nevada
March 11, 1999
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EXHIBIT 99.1
[LETTERHEAD OF MGM GRAND, INC.]
MGM Grand, Inc. Completes Acquisition of Primadonna Resorts, Inc.
LAS VEGAS, March 1 /PRNewswire/ -- MGM Grand, Inc. (NYSE: MGG) announced
today it has completed the merger acquisition of Primadonna Resorts, Inc.
(Nasdaq: PRMA), which is now a wholly-owned subsidiary of MGM Grand. In the
merger, Primadonna's stockholders received 0.33 shares of MGM Grand common stock
for each share of Primadonna stock held.
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, a 50% interest in New York -- New York Hotel and Casino in Las
Vegas, Nevada, and two championship golf courses in California.
MGM Grand, Inc. is an entertainment, hotel and gaming company headquartered
in Las Vegas, Nevada. MGM Grand operates the MGM Grand Hotel and Casino in Las
Vegas, the MGM Grand Hotel and Casino in Darwin, Australia, owns a 50% interest
in the New York -- New York Hotel and 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 fall
of 1999, followed by the permanent hotel and casino resort thereafter. MGM
Grand has also announced plans to develop a hotel and 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.
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/CONTACT: James J. Murren, Chief Financial Officer of MGM Grand, Inc.,
702-891-3344/
/Company News On-Call: http://www.prnewswire.com/comp/000725.html or fax,
800-758-5804, ext. 000725/
(MGG PRMA)
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