MGM GRAND INC
8-K/A, 2000-02-28
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>

                      Securities and Exchange Commission
                            Washington, D.C. 20549




                                  FORM 8-K/A




                                CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934




               Date of Report (Date of earliest event reported):
                               February 28, 2000




                                MGM GRAND, INC.
                        -------------------------------
              (Exact Name of Registrant as specified in Charter)


      Delaware                   0-16760                  88-0215232
- ---------------------        ---------------          ------------------
   (State or other             (Commission               (IRS Employer
   jurisdiction of             File Number)              Identification
    incorporation)                                          Number)



   3799 Las Vegas Blvd. South Las Vegas, Nevada             89109
- --------------------------------------------------       ------------
    (Address of principal executive offices)              (Zip Code)


                               (702) 891-3333
               -------------------------------------------------
             (Registrant's telephone number, including area code)



         -------------------------------------------------------------
         (Former name or former address, if changed since last report)

<PAGE>

Item 5. Other Events

    On February 28, 2000, MGM Grand, Inc. delivered the letter attached hereto
as Exhibit 99 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         (a) - (b) Not applicable.

         (c)   Exhibits.

               Exhibit 99-Letter, dated February 28, 2000, from MGM Grand, Inc.
               to Mirage Resorts, Incorporated.
<PAGE>

                                  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.


February 28, 2000                                By /s/ SCOTT LANGSNER
                                                   --------------------------
                                                    Scott Langsner
                                                    Secretary/Treasurer

<PAGE>

                                                                      Exhibit 99

[LOGO OF MGM GRAND, INC.]


                               February 28, 2000



Mr. Stephen A. Wynn
Chairman of the Board
President and Chief Executive Officer
Mirage Resorts, Incorporated
3600 Las Vegas Blvd
Las Vegas, NV 89109


Dear Steve:

     We understand that your Board of Directors plans to examine the offer that
MGM Grand, Inc. recently made to acquire the stock of Mirage Resorts,
Incorporated for $17 per share.  Again, we are convinced that a combined MGM
Grand/Mirage entity would create stockholder value well beyond what Mirage
Resorts can accomplish on its own.  With respect to Mirage shareholders in
particular, if your Board of Directors decides not to accept our offer and the
stock price of Mirage does not equal or exceed our $17 per share offer price by
the time our merger would have been completed, the price of Mirage's stock may
need to rise significantly higher than $17 per share so that, on a present value
basis, it would provide at least the same return to Mirage shareholders.

     In addition, we want to clarify to you and your Board of Directors that our
offer is not subject to financing, and that we have an unconditional financing
commitment to fund the entire acquisition cost, including Mirage's existing
indebtedness.

     We look forward to hearing from you.


                                      Sincerely,


                                      /s/ J. TERRENCE LANNI


                                      J. Terrence Lanni
                                      Chairman of the Board


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