MGM GRAND INC, S-3/A, 2000-06-09

MGM GRAND INC
S-3/A, 2000-06-09
MISCELLANEOUS AMUSEMENT & RECREATION

Previous: CYBERAMERICA CORP, 3, 2000-06-09

Next: MGM GRAND INC, S-3/A, EX-5, 2000-06-09

<PAGE>

As filed with the Securities and Exchange Commission on June 9, 2000

Registration No. 333-37350
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------

AMENDMENT NO. 1

to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------

MGM GRAND, INC.
(Exact name of registrant as specified in its charter)

--------------

<TABLE>
<S> <C>
Delaware 88-0215232
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 891-3333
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

--------------

Scott Langsner
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 891-3333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Janet S. McCloud, Esq.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, California 90067
(310) 553-3000

--------------

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement as determined
by market conditions and other factors.

--------------

If the only securities being registered on this form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
<TABLE>
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Price Registration
Securities to be Registered Registered Per Unit (1) (1) Fee (2)
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 46,500,000 $32.5313 $1,512,705,450 $399,354.23
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.

(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933.
Previously paid.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PROSPECTUS

Common Stock

MGM GRAND, INC.

46,500,000 Shares

MGM Grand, Inc. is a leading operator of first class hotel/casino resorts
with an emphasis on the total gaming and entertainment experience. On May 31,
2000, we completed our acquisition of Mirage Resorts, Incorporated. We own and
operate the MGM Grand Las Vegas, Bellagio, The Mirage, Treasure Island and the
New York-New York Hotel and Casino, and we own a 50% interest in the joint
venture that owns and operates the Monte Carlo Resort & Casino, six of the most
prominent hotel/casino resorts on the Las Vegas Strip.

Our common stock is listed on the New York Stock Exchange under the
symbol"MGG." On June 8, 2000, the last reported sale price of our common stock
on the New York Stock Exchange was $32 7/16 per share.

An investment in these securities involves risks. See "Risk Factors"
beginning on page 3.

----------------

Neither the Securities and Exchange Commission nor any state securities
regulators or gaming regulatory authorities have approved or disapproved of
these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

----------------

None of the Nevada Gaming Commission, the Nevada State Gaming Control Board,
the New Jersey Casino Control Commission, the Michigan Gaming Control Board,
the Mississippi Gaming Commission nor any other gaming authority has passed
upon the accuracy or adequacy of this prospectus or the investment merits of
the securities offered. Any representation to the contrary is unlawful

----------------

The Attorney General of the State of New York has not passed upon or
endorsed the merits of this offering. Any representation to the contrary is
unlawful.

The date of this prospectus is June 9, 2000.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors.............................................................. 3
The Company............................................................... 6
Unaudited Pro Forma Financial Statements.................................. 7
Use of Proceeds........................................................... 12
Selling Stockholders...................................................... 12
Regulation and Licensing.................................................. 12
Description of Common Stock............................................... 23
Plan of Distribution...................................................... 24
Legal Matters............................................................. 25
Experts................................. ................................. 25
Forward-Looking Statements................................................ 25
Where You Can Find More Information....................................... 26
Incorporation of Certain Information by Reference......................... 27
Appendix I................................................................ 28
</TABLE>

You should not assume that the information in this prospectus or any
applicable prospectus supplement is accurate as of any date other than the date
in the front of those documents regardless of the time of delivery of this
prospectus or any applicable prospectus supplement. You should rely only on the
information incorporated by reference or provided in this prospectus and any
applicable prospectus supplement. We have not authorized anyone else to provide
you with different information. The selling stockholders are offering their
shares of our common stock and seeking offers to buy such shares only in
jurisdictions where offers and sales of such shares are permitted.

2
<PAGE>

RISK FACTORS

Before you invest in our common stock, you should be aware that such
investment carries various risks, including those described below. We urge you
to carefully consider these risk factors, together with all of the other
information included and incorporated by reference in this prospectus, before
you decide to invest in our common stock.

The gaming industry is highly competitive.

To the extent that hotel/casino room capacity is expanded by others in a
city where our hotel/casinos are located, competition will increase. The
completion of a number of room expansion projects and the opening of new
hotel/casinos led to an approximate 10% increase in hotel room capacity in Las
Vegas in 1999 compared to 1998, thereby increasing competition in all segments
of the Las Vegas market. Three new mega-resorts opened in Las Vegas in 1999,
and one is scheduled to open in 2000. New additions to the Las Vegas market
could adversely impact our future results. The business of our Nevada
hotel/casinos might also be adversely affected if gaming operations of the type
conducted in Nevada were to be permitted under the laws of other states,
particularly California. Similarly, legalization of gaming operations in any
jurisdiction located near Detroit, Michigan or Atlantic City, New Jersey, or
the establishment of new large-scale gaming operations on nearby Native
American tribal lands, could adversely affect our Detroit casino or our planned
Atlantic City operations. Any expansion of gaming activities in the Gulf Coast
region could also have an adverse effect on our Beau Rivage hotel/casino in
Biloxi, Mississippi.

Gaming referenda have been voted on or are being proposed in Mississippi and
California and adoption of these referenda could have a material adverse effect
on our business.

Voters in California approved an amendment to the California constitution on
March 7, 2000 that would give Native American tribes in California the right to
offer a limited number of slot machines and a range of house-banked card games.
A number of Native American tribes have begun signing gaming compacts with the
State of California. If the compacts are subsequently approved by the federal
government, casino-style gaming will be legal in California on those tribal
lands. At this time, we cannot determine the impact this will have on our
Nevada casinos.

In Mississippi, in three separate instances, referenda were proposed which,
if approved, would have amended the Mississippi constitution to ban gaming in
Mississippi and would have required all currently legal gaming entities to
cease operations within two years of the ban. All three of the proposed
referenda have been ruled illegal by Mississippi state trial court judges. The
proponents of the most recent referendum filed a notice of appeal of the trial
court ruling with the Mississippi Supreme Court, where the matter is pending.
Any such referendum must be approved by the Mississippi Secretary of State and
signatures of approximately 98,000 registered voters must be gathered and
certified in order for such a proposal to be included on a statewide ballot for
consideration by the voters. The next election for which the proponents could
attempt to place such a proposal on the ballot would be in November 2002. While
it is too early in the process for us to make any predictions with respect to
whether such a referendum will appear on a ballot or the likelihood of such a
referendum being approved by the voters, if such a referendum were passed and
gaming were prohibited in Mississippi, it would have a material adverse effect
on Mississippi gaming operations.

The gaming industry is highly regulated and we must adhere to various
regulations and maintain our licenses to continue our operations.

The ownership, management and operation of gaming facilities are subject to
extensive federal, state, provincial, tribal and/or local laws, regulations and
ordinances, which are administered by the relevant regulatory agency or
agencies in each jurisdiction. These laws, regulations and ordinances vary from
jurisdiction to jurisdiction, but generally concern the responsibility,
financial stability and character of the owners and managers of gaming
operations as well as persons financially interested or involved in gaming

3
<PAGE>

operations. For a summary of gaming regulations that affect our business, see
"Item 1. Business" contained in our Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 and "Item 1. Business-- Regulation and Licensing"
contained in the Mirage Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, which are incorporated herein by reference. The regulatory
environment in any particular jurisdiction may change in the future and any
such change could have a material adverse effect on our results of operations.

We may require you to dispose of your shares or redeem your shares if any
gaming authority finds you unsuitable to hold them.

We may require you to dispose of your shares or redeem your shares if any
gaming authority finds you unsuitable to hold them or in order to otherwise
comply with any gaming laws to which we or any of our subsidiaries are or may
become, subject, as more fully described in our 1999 Form 10-K.

Tracinda Corporation owns a majority of our common stock and may influence our
Board of Directors and affairs.

Tracinda Corporation and its sole stockholder beneficially own approximately
60% of our outstanding common stock. Tracinda has the ability to elect our
entire Board of Directors and determine the outcome of other matters submitted
to our stockholders, such as the approval of significant transactions.

We may experience difficulties integrating Mirage into our operations.

We intend to integrate the operations of Mirage with ours. We cannot assure
you that we will be able to integrate these operations without encountering
difficulties. These difficulties could include integrating different business
strategies with respect to marketing, integrating personnel with disparate
business backgrounds and corporate cultures, integrating different reservations
systems and other technology and managing relationships with other business
partners. We have accrued $175.0 million for costs associated with the Mirage
merger and related integration activities. We cannot assure you that this
accrual will be adequate to cover all of the cost associated with the
integration of Mirage into our operations. Furthermore, the integration of
operations may temporarily distract management from our day-to-day business
after the Mirage merger. We also may lose key Mirage or MGM Grand personnel
because of the Mirage merger and the consolidation of our corporate
headquarters. For these reasons, we cannot assure you that we will be able to
integrate successfully the Mirage operations.

We may not achieve the expected synergies from the Mirage merger.

Our management believes that the Mirage merger will allow us to achieve cost
savings related to duplicative departments, redundant infrastructure and
operating efficiencies upon full integration of Mirage as well as revenue
enhancement opportunities. However, the anticipated benefits are based on
projections and assumptions, not actual results. As a result, we cannot assure
you that we will realize the anticipated benefits. Our ability to realize these
benefits could be adversely impacted by difficulties in integrating Mirage and
MGM Grand, the inability to achieve certain economies of scale and other risks
associated with achieving expected revenue enhancements and cost savings.

The National Gambling Impact Study Commission's recommendations may adversely
affect the gaming industry and our operations.

A National Gambling Impact Study Commission was established by the U.S.
Congress to conduct a comprehensive study of the social and economic impact of
gaming in the U.S. On April 28, 1999, the National Commission voted to
recommend that the expansion of gaming be curtailed. In June 1999, the National
Commission issued a final report of its findings and conclusions, together with
recommendations for legislative and administrative actions. Below are
highlights of some of those recommendations:

. Legal gaming should be restricted to those at least 21 years of age;

. Betting on college and amateur sports should be banned;

4
<PAGE>

. The introduction of casino-style gaming at pari-mutuel racing facilities
for the primary purpose of saving the pari-mutuel facility financially
should be prohibited;

. Internet gaming should be banned within the U.S.;

. The types of gaming activities allowed by Native American tribes within
a given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and

. State, local and tribal governments should recognize that casino gaming
provides economic development, particularly for economically depressed
areas. The National Commission differentiated casino gaming from stand-
alone slot machines (e.g., in convenience stores), internet gaming and
lotteries which the National Commission stated do not provide the same
economic development.

Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse effect on the gaming
industry, including us.

5
<PAGE>

THE COMPANY

We are a leading operator of first class hotel/casino resorts with an
emphasis on the total gaming and entertainment experience. On May 31, 2000, we
completed our merger with Mirage under which Mirage became our wholly owned
subsidiary and Mirage shareholders received $21 per share in cash. The merger
had a total equity value of approximately $4.4 billion. In addition, Mirage
had, prior to the merger, outstanding debt of approximately $2.0 billion. The
merger will be accounted for as a purchase.

We own and/or operate through subsidiaries 18 casino properties on three
continents. Our U.S. holdings include: the MGM Grand Hotel and Casino--The City
of Entertainment, Bellagio, The Mirage, Treasure Island, New York--New York
Hotel and Casino, the Boardwalk Hotel and Casino and 50% of Monte Carlo, all
located on the Las Vegas Strip; The Golden Nugget in Downtown Las Vegas;
Whiskey Pete's, Buffalo Bill's and the Primm Valley Resort in Primm, Nevada as
well as two championship golf courses at the California/Nevada stateline; The
Golden Nugget in Laughlin, Nevada; the Beau Rivage resort on the Mississippi
Gulf Coast; and the MGM Grand Detroit Casino in Detroit, Michigan. The Company
is a joint venture partner on a resort under development in Atlantic City, New
Jersey and also controls several development sites in the ocean-front resort
community. Internationally, MGM Grand owns and operates the MGM Grand Hotel and
Casino in Darwin, Australia and manages casinos in Nelspruit, Witbank and
Johannesburg, Republic of South Africa.

New Senior Credit Facilities. On April 11, 2000, we announced the execution
of agreements with a group of banks to provide $4.3 billion in new senior
credit facilities. The new senior credit facilities consist of a $2.0 billion
five-year revolving credit facility, a $1.0 billion 364-day revolving credit
facility and a $1.3 billion one-year term loan. We borrowed approximately $4.2
billion under these new senior credit facilities in connection with the Mirage
merger.

Private Placement. On April 18, 2000, we completed a private placement of
46.5 million shares of our common stock for a total purchase price of $1.23
billion. Tracinda Corporation, our largest stockholder, purchased 23 million
shares in the private placement. As a result of the private placement, the
percentage ownership of our outstanding shares owned by Tracinda and its sole
stockholder decreased from approximately 64% to 60%. We have registered the
offer and sale by the purchasers in the private placement of the 46.5 million
shares they acquired. Tracinda has indicated to us that while it has no present
intention to sell the 23 million shares it acquired in the private placement,
it may, from time to time, sell such shares based upon market conditions. See
"Selling Stockholders" and "Plan of Distribution."

Senior Subordinated Notes. On May 31, 2000, we issued $710 million in 9 3/4%
senior subordinated notes due 2007. We used the net proceeds from the sale of
the notes (approximately $689.8 million) to pay a portion of the outstanding
amount under Mirage's bank credit facility.

Cash Flow Uses. As a result of the merger with Mirage, we announced on April
19, 2000, that our previously declared quarterly dividend policy was
discontinued. Also, we have suspended our previously announced share repurchase
program. We intend to focus on utilizing all available free cash flow to repay
indebtedness as well as finance our ongoing operations.

6
<PAGE>

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The unaudited pro forma financial statements give effect to the Mirage
merger and the financing transactions associated therewith. The Mirage merger
will be accounted for as a "purchase," which means that the purchase price will
be preliminarily allocated to assets acquired and liabilities assumed based on
their estimated fair values at the time the companies are combined. We are
providing the following financial information to assist you in your analysis of
the financial aspects of the Mirage merger. We derived this information from
audited financial statements for the fiscal year ended December 31, 1999 and
unaudited financial statements for the three months ended March 31, 2000 for
both MGM Grand and Mirage. You should read this pro forma financial information
in conjunction with our and Mirage's historical financial statements and
related notes contained in the annual reports and other information
incorporated herein by reference. Certain of Mirage's financial information has
been reclassified to conform with our presentation.

While this pro forma financial information has been prepared based upon
currently available information using assumptions which we believe are
appropriate, you should be aware that this pro forma information may not be
indicative of what actual results will be in the future or would have been for
the periods presented. You should read the notes to the unaudited pro forma
financial statements beginning on page 10 for further discussion of the
assumptions we made to prepare this information.

MGM GRAND, INC.
UNAUDITED PRO FORMA STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
MGM Grand
MGM Grand Mirage Pro Forma as
Historical Historical Adjustments Adjusted
(Note 1) (Note 1) (Note 2) for Merger
---------- ---------- ----------- ----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Casino................... $304,635 $346,472 $ -- $ 651,107
Rooms.................... 67,333 142,543 -- 209,876
Food and beverage........ 51,126 129,433 -- 180,559
Entertainment, retail and
other................... 53,031 111,927 -- 164,958
Income from
unconsolidated
affiliate............... -- 8,374 -- 8,374
-------- -------- -------- ----------
476,125 738,749 -- 1,214,874
Less: Promotional
allowances.............. 33,253 74,461 -- 107,714
-------- -------- -------- ----------
442,872 664,288 -- 1,107,160
-------- -------- -------- ----------
Expenses:
Casino................... 143,358 198,861 -- 342,219
Rooms.................... 19,496 39,371 -- 58,867
Food and beverage........ 27,546 73,480 -- 101,026
Entertainment, retail and
other................... 28,467 82,642 -- 111,109
Provision for doubtful
accounts and discounts.. 14,926 7,377 -- 22,303
General and
administrative.......... 64,463 74,372 -- (a) 138,835
Preopening, restructuring
and other............... 6,488 2,450 -- 8,938
Depreciation and
amortization............ 39,871 55,780 3,269 (b) 98,920
-------- -------- -------- ----------
344,615 534,333 3,269 882,217
-------- -------- -------- ----------
Operating Profit Before
Corporate Expense ....... 98,257 129,955 (3,269) 224,943
Corporate expense........ 5,817 9,034 -- (a) 14,851
-------- -------- -------- ----------
Operating income.......... 92,440 120,921 (3,269) 210,092
-------- -------- -------- ----------
Nonoperating Income
(Expense):
Interest income.......... 763 1,515 -- 2,278
Interest expense, net of
amounts capitalized..... (22,089) (29,553) (58,395)(c) (110,037)
Interest expense from
unconsolidated
affiliate............... -- (813) -- (813)
Other, net............... (162) (5,105) -- (5,267)
-------- -------- -------- ----------
(21,488) (33,956) (58,395) (113,839)
-------- -------- -------- ----------
Income Before Income Taxes
......................... 70,952 86,965 (61,664) 96,253
Provision for income
taxes................... (26,647) (31,183) 20,438 (d) (37,392)
-------- -------- -------- ----------
Net Income................ $ 44,305 $ 55,782 $(41,226) $ 58,861
======== ======== ======== ==========
Per Share of Common Stock:
Net Income per Basic
Share................... $ 0.39 $ 0.37 (a)
Net Income per Diluted
Share................... $ 0.38 $ 0.36 (a)
Basic Shares Outstanding.. 112,819 46,500 (e) 159,319
======== ======== ==========
Diluted Shares
Outstanding.............. 115,438 46,500 (e) 161,938
======== ======== ==========
</TABLE>

7
<PAGE>

MGM GRAND, INC.
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
MGM Grand
MGM Grand Mirage Pro Forma as
Historical Historical Adjustments Adjusted
(Note 1) (Note 1) (Note 2) for Merger
---------- ---------- ----------- ----------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Casino................. $ 873,781 $1,243,625 $ -- $2,117,406
Rooms.................. 251,207 522,566 -- 773,773
Food and beverage...... 161,301 456,811 -- 618,112
Entertainment, retail
and other............. 211,837 426,850 -- 638,687
Income from
unconsolidated
affiliate............. 6,084 32,109 -- 38,193
---------- ---------- ---------- ----------
1,504,210 2,681,961 -- 4,186,171
Less: Promotional
allowances............ 112,560 247,179 -- 359,739
---------- ---------- ---------- ----------
1,391,650 2,434,782 -- 3,826,432
---------- ---------- ---------- ----------
Expenses:
Casino................. 417,491 690,179 -- 1,107,670
Rooms.................. 75,064 164,610 -- 239,674
Food and beverage...... 100,871 314,689 -- 415,560
Entertainment, retail
and other............. 119,324 300,052 -- 419,376
Provision for doubtful
accounts and
discounts............. 47,157 31,911 -- 79,068
General and
administrative........ 209,938 328,390 -- (a) 538,328
Preopening and other... 71,495 42,130 -- 113,625
Depreciation and
amortization.......... 125,985 205,163 13,075 (b) 344,223
---------- ---------- ---------- ----------
1,167,325 2,077,124 13,075 3,257,524
---------- ---------- ---------- ----------
Operating Profit Before
Corporate Expense...... 224,325 357,658 (13,075) 568,908
Corporate expense...... 14,457 49,686 -- (a) 64,143
---------- ---------- ---------- ----------
Operating income........ 209,868 307,972 (13,075) 504,765
---------- ---------- ---------- ----------
Nonoperating Income
(Expense):
Interest income........ 2,142 6,620 -- 8,762
Interest expense, net
of amounts
capitalized........... (59,853) (117,525) (233,581)(c) (410,959)
Interest expense from
unconsolidated
affiliate............. (1,058) (2,945) -- (4,003)
Other, net............. (946) 23,968 -- 23,022
---------- ---------- ---------- ----------
(59,715) (89,882) (233,581) (383,178)
---------- ---------- ---------- ----------
Income Before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle... 150,153 218,090 (246,656) 121,587
Provision for income
taxes................. (55,029) (77,122) 81,753 (d) (50,398)
---------- ---------- ---------- ----------
Income Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 95,124 $ 140,968 $(164,903) $ 71,189
========== ========== ========== ==========
Per Share of Common
Stock:
Income per Basic Share
Before Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle.. $ 0.82 $ 0.44 (a)
========== ==========
Income per Diluted
Share Before
Extrtaordinary Item
and Cumulative Effect
of Change in
Accounting Principle.. $ 0.80 $ 0.43 (a)
========== ==========
Basic Shares
Outstanding............ 116,580 46,500 (e) 163,080
========== ========== ==========
Diluted Shares
Outstanding............ 120,086 46,500 (e) 166,586
========== ========== ==========
</TABLE>

8
<PAGE>

MGM GRAND, INC.

UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 2000

<TABLE>
<CAPTION>
MGM Grand Mirage Pro Forma MGM Grand
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 3) for Merger
---------- ---------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents........... $ 98,080 $ 141,018 $ (41,988) (n) $ 197,110
Accounts receivable,
net................... 75,308 144,432 -- 219,740
Prepaid expenses and
other................. 29,634 30,782 -- 60,416
Inventories............ 12,143 86,786 -- 98,929
Deferred tax asset..... 5,645 29,208 -- 34,853
---------- ---------- ----------- -----------
Total current
assets.............. 220,810 432,226 (41,988) 611,048
---------- ---------- ----------- -----------

PROPERTY AND EQUIPMENT,
NET.................... 2,411,940 4,056,090 2,628,543 (f) 9,096,573

OTHER ASSETS:
Investments in
unconsolidated
affiliates............ 12,632 96,856 228,750 (g) 338,238
Excess of purchase
price over fair
market value of net
assets acquired,
net................... 36,294 6,903 442,998 (h) 486,195
Deposits and other
assets, net........... 51,388 127,607 54,022 (i) 233,017
---------- ---------- ----------- -----------
Total other assets... 100,314 231,366 725,770 1,057,450
---------- ---------- ----------- -----------
$2,733,064 $4,719,682 $ 3,312,325 $10,765,071
========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable....... $ 30,334 $ 33,716 $ -- $ 64,050
Construction payable... 5,424 10,323 -- 15,747
Income taxes payable... 14,000 10,519 -- 24,519
Current obligation,
capital leases........ 5,132 -- -- 5,132
Current obligation,
long term debt........ 7,284 204 -- 7,488
Accrued interest on
long term debt........ 8,758 21,092 -- 29,850
Other accrued
liabilities........... 169,347 230,652 175,000 (j) 574,999
---------- ---------- ----------- -----------
Total current
liabilities......... 240,279 306,506 175,000 721,785
---------- ---------- ----------- -----------
DEFERRED REVENUES....... 4,776 -- -- 4,776

DEFERRED INCOME TAXES... 105,716 247,696 917,112 (k) 1,270,524
LONG TERM OBLIGATION,
CAPITAL LEASES......... 11,558 -- -- 11,558
LONG TERM DEBT.......... 1,334,000 2,068,440 3,107,588 (l)(n) 6,510,028
OTHER LIABILITIES....... -- 13,415 -- 13,415
COMMITMENTS AND
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock........... 1,389 940 (475) (m) 1,854
Capital in excess of
par value............. 1,268,912 1,084,435 111,350 (m) 2,464,697
Treasury stock, at
cost.................. (558,403) (313,420) 313,420 (m) (558,403)
Retained earnings...... 311,529 1,311,670 (1,311,670) (m) 311,529
Other comprehensive
income................ 13,308 -- -- 13,308
---------- ---------- ----------- -----------
Total stockholders'
equity.............. 1,036,735 2,083,625 (887,375) 2,232,985
---------- ---------- ----------- -----------
$2,733,064 $4,719,682 $ 3,312,325 $10,765,071
========== ========== =========== ===========
</TABLE>

9
<PAGE>

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Note 1--Historical financial information for MGM Grand and Mirage for the year
ended December 31, 1999 and as of and for the three months ended March 31, 2000
have been derived from the MGM Grand and Mirage historical financial
statements. Included in the historical financial information for MGM Grand is
the operating results of Primadonna and New York-New York since their
acquisition on March 1, 1999.

Note 2--The following table sets forth the determination and preliminary
allocation of the purchase price based on the $21.00 per share to be paid by
MGM Grand to Mirage shareholders.

<TABLE>
<CAPTION>
Amount
-------------
(dollars
in thousands)
<S> <C>
Merger consideration (189.9 million shares of Mirage common
stock plus 36.5 million Mirage stock options).............. $4,394,811
Estimated fair value of Mirage debt assumed by MGM Grand.... 1,955,659
Estimated transaction costs and expenses.................... 13,000
Other adjustments, net...................................... 175,000
----------
$6,538,470
==========

The preliminary allocation of the pro forma purchase price
is as follows:
Land........................................................ $3,513,400
Buildings, furniture, fixtures and equipment................ 3,171,233
Goodwill.................................................... 442,998
Other, net.................................................. (589,161)
----------
$6,538,470
==========
</TABLE>

The final purchase price and its allocation will be based on appraisals,
discounted cash flows, quoted market prices and estimates by management and is
expected to be completed within one year of the closing of the Mirage merger.

The following are brief descriptions of the pro forma adjustments to the
statements of income to reflect MGM Grand's acquisition of Mirage.

(a) Pro forma results do not reflect any cost savings of duplicative
departments and redundant infrastructure, the benefit of operational
efficiencies or revenue enhancement opportunities which we expect to achieve
after the Mirage merger. We expect to realize annual pre-tax cost savings of
approximately $95 million (post-tax of approximately $61.8 million or
$0.38 per diluted share) related to duplicative departments and redundant
infrastructure upon full integration of Mirage. These estimated benefits are
based on projections and assumptions, not actual results. As a result, our
ability to realize these benefits could be adversely impacted by difficulties
integrating Mirage into MGM Grand, the inability to achieve certain economies
of scale or other risks associated with achieving these projected cost savings.
We cannot assure you that these cost savings will be achieved.

(b) Represents the amortization of goodwill and other intangible assets to
which the purchase price is allocated. The amortization of goodwill is on a
straight-line basis over 40 years and the amortization of other intangibles
(which include customer lists and trademarks) is on a straight-line basis over
five years.

(c) Represents the additional interest expense based upon anticipated
borrowings under our new senior credit facilities and proceeds from the
offering of senior subordinated notes totaling approximately $5.0 billion minus
the interest on the MGM Grand and Mirage existing senior credit facilities
which will be extinguished (see Note l). Also includes approximately $113.0
million of Mirage debt discount amortized over six years, offset by additional
capitalized interest on Mirage projects in development.

(d) Represents the tax effect of the pro forma adjustments at the 35%
statutory tax rate.

10
<PAGE>

(e) Represents the number of MGM Grand shares issued based upon the April
18, 2000 private equity placement of $1.23 billion at $26.50 per share.

Note 3--The following are brief descriptions of the pro forma adjustments to
the balance sheet to reflect the acquisition by MGM Grand of Mirage.

(f) Represents the net increase to Mirage's carrying value of land,
buildings, furniture, fixtures and equipment to adjust those assets to their
estimated fair market value.

(g) Represents the net increase in the fair value of Mirage's investment in
unconsolidated affiliate based upon the fair value of the assets and
liabilities of the unconsolidated affiliate.

(h) Represents the estimated goodwill created by the Mirage merger after
allocating the purchase price to the fair value of Mirage's assets and
liabilities.

(i) Represents debt offering costs and the net increase in the fair value of
other intangible assets such as customer lists and trademarks.

(j) Represents an accrual for the estimated costs of the Mirage merger.

(k) Records the deferred tax effect of the pro forma balance sheet
adjustments, primarily related to land, buildings and equipment.

(l) Represents the anticipated proceeds from borrowings under our new senior
credit facilities and proceeds from the offering of senior subordinated notes
of approximately $5.0 billion of which $3.2 billion is for the purchase of the
Mirage shares, $1.8 billion is for the repayment of the MGM Grand and Mirage
existing senior credit facilities, and $100 million is for transaction costs.
This amount is offset by the debt discount of $113.0 million on the Mirage
bonds.

(m) Represents the issuance of 46.5 million shares of MGM Grand common stock
for $26.50 per share as well as the elimination of Mirage's equity balances.

(n) Represents the use of cash on hand to fund a portion of the Mirage
merger.

11
<PAGE>

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares by the selling
stockholders.

SELLING STOCKHOLDERS

This prospectus may be used in connection with the sale of shares of common
stock acquired in a private placement on April 18, 2000 by the persons listed
in Appendix I hereto. Pursuant to the stock purchase agreement, we are required
to file the registration statement of which this prospectus is a part.

REGULATION AND LICENSING

Nevada Gaming Regulation

The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the related regulations and
various local regulations. The gaming operations of MGM Grand and Mirage in
Nevada are subject to the licensing and regulatory control of the Nevada Gaming
Commission, the Nevada State Gaming Control Board, the Clark County Liquor and
Gaming Licensing Board and the City of Las Vegas.

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:

. the prevention of unsavory or unsuitable persons from having a direct or
indirect involvement with gaming at any time or in any capacity;

. the establishment and maintenance of responsible accounting practices
and procedures;

. the maintenance of effective controls over the financial practices of
licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues;

. providing reliable record keeping and requiring the filing of periodic
reports with the Nevada gaming authorities;

. the prevention of cheating and fraudulent practices; and

. 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 our gaming operations.

MGM Grand Las Vegas, New York-New York and Primm Valley Resort, Buffalo
Bill's and Whiskey Pete's, which we refer to collectively as the Primm
properties, operate casinos and are required to be licensed by the Nevada
gaming authorities. The Mirage, Bellagio, Treasure Island, the Golden Nugget,
the Golden Nugget-Laughlin, the Boardwalk and Monte Carlo also operate casinos
and are required to be licensed by the Nevada gaming authorities. The gaming
licenses require the periodic payment of fees and taxes and are not
transferable. MGM Grand Las Vegas is also licensed as a manufacturer and
distributor of gaming devices, as the operator of a sportspool at New York-New
York, and MGM Grand and an indirect wholly owned subsidiary are licensed as the
two managers of New York-New York. Golden Nugget Manufacturing Corp. is also
licensed as a manufacturer and distributor of gaming devices and the Boardwalk
is also licensed as a distributor of gaming devices. MRGS Corp. is licensed as
a 50% general partner of the joint venture with Mandalay Resort Group, which
owns and operates the Monte Carlo. MGM Grand and Mirage are also required to be
registered by the Nevada Commission as publicly traded corporations and as
such, are required periodically to submit detailed financial and operating
reports to the Nevada Commission and furnish any other

12
<PAGE>

information that the Nevada Commission may require. No person may become a
stockholder or member of, or receive any percentage of profits from, MGM Grand
Las Vegas, New York-New York, the Primm properties, the Mirage, Bellagio,
Treasure Island, the Golden Nugget, the Golden Nugget-Laughlin, the Boardwalk,
Monte Carlo, Golden Nugget Manufacturing or MRGS without first obtaining
licenses and approvals from the Nevada gaming authorities. MGM Grand, Mirage,
MGM Grand Las Vegas, New York-New York, the Primm properties, the Mirage,
Bellagio, Treasure Island, the Golden Nugget, the Golden Nugget-Laughlin, the
Boardwalk, Monte Carlo, Golden Nugget Manufacturing and MRGS have obtained from
the Nevada gaming authorities the various registrations, approval permits and
licenses required in order to engage in gaming activities in Nevada.

On May 30, 2000, MGM Grand obtained from the Nevada Board and the Nevada
Commission the necessary regulatory approvals to consummate the Mirage merger.

The Nevada gaming authorities may require any beneficial holder of MGM
Grand's voting securities, regardless of the number of shares owned, to file an
application, and they may investigate any such holder to determine whether such
holder is suitable or should be licensed as a business associate of a gaming
licensee. 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 investigation incurred by the Nevada gaming
authorities.

The Nevada Act requires any person who acquires more than 5% of any class of
MGM Grand's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10% of
the voting securities of MGM Grand apply to the Nevada Commission for a finding
of suitability within 30 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 MGM Grand'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 MGM Grand, any change in MGM Grand's
corporate charter, bylaws, management, policies or operations of MGM Grand or
any of its gaming affiliates, or any other action which the Nevada Commission
finds to be inconsistent with holding MGM Grand's voting securities for
investment purposes only. Activities that are not deemed to be inconsistent
with holding voting securities for investment purposes only include:

. voting on all matters voted on by stockholders;

. 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

. 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. MGM Grand 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 MGM Grand, MGM Grand
Las Vegas, New York-New York, the Primm properties, Mirage, The Mirage,
Bellagio, Treasure Island, the Golden Nugget, the Golden Nugget-Laughlin, the
Boardwalk, Monte Carlo, Golden Nugget Manufacturing or MRGS Corp., and

13
<PAGE>

subsequently any of such entities:

. pays that person any dividend or interest upon voting securities of the
company;

. allows that person to exercise, directly or indirectly, any voting right
conferred through securities held by that person;

. pays remuneration in any form to that person for services rendered or
otherwise; or

. fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities for cash at fair market value.

Additionally, the Clark County board 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.

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. MGM Grand is also required to render
maximum assistance in determining the identity of the beneficial owner.

Neither MGM Grand nor Mirage may make a public offering 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. Since MGM Grand
will neither sell the shares nor receive any proceeds from such sale, no
approval of the Nevada Board or the Nevada Commission will be necessary for the
sale of the shares by the selling stockholders.

For a more detailed description of the various applicable Nevada gaming
regulatory requirements applicable to both MGM Grand and Mirage, see "Item 1.
Business-Hotels and Gaming-Nevada Government Regulation" in the company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 and see
"Item 1. Business - Regulation and Licensing - Nevada" in Mirage's Annual
Report of Form 10-K for the fiscal year ended December 31, 1999.

Michigan Government Regulation and Taxation

The Michigan Gaming Control and Revenue Act ("Michigan Act") subjects the
ownership and operation of casino gaming facilities to extensive state
licensing and regulatory requirements. The Michigan Act also authorizes local
regulation of casino gaming facilities by Detroit, provided that any such local
ordinances regulating casino gaming are consistent with the Michigan Act and
rules promulgated to implement it.

The Michigan Act creates the Michigan Gaming Control Board and authorizes it
to grant casino licenses to not more than three applicants who have entered
into development agreements with Detroit. The Michigan Board is granted
extensive authority to conduct background investigations and determine the
suitability of casino license applicants, affiliated companies, officers,
directors, or managerial employees of applicants and affiliated companies and
persons or entities holding a one percent or greater direct or indirect
interest in an applicant or affiliated company. Institutional investors holding
less than certain specified amounts of debt or equity securities are exempted
from meeting the suitability requirements of the Michigan Act, provided such
securities are issued by a publicly traded corporation, such as the company,
and the securities were purchased for investment purposes only and not for the
purpose of influencing or affecting the affairs of the issuer.

The Michigan Act imposes the burden of proof on the applicant for a casino
license to establish its suitability to receive and hold the license. The
applicant must establish its suitability as to integrity, moral character and
reputation, business probity, financial ability and experience, responsibility,
and other criteria deemed appropriate by the Michigan Board. A casino license
is valid for a period of one year and the Michigan Board may refuse to renew it
upon a determination that the licensee no longer meets the requirements for
licensure.

14
<PAGE>

The Michigan Board may, among other things, revoke, suspend or restrict a
casino license. Substantial fines or forfeiture of assets for violations of
gaming laws or rules may also be levied against a casino licensee. In the event
that a casino license is revoked or suspended for more than 120 days, the
Michigan Act provides for the appointment of a conservator who, among other
things, is required to sell or otherwise transfer the assets of the casino
licensee or former licensee to another person or entity who meets the
requirements of the Michigan Act for licensure.

The Michigan Board has adopted administrative rules, which became effective
on June 23, 1998, to implement the terms of the Michigan Act. Among other
things, the Rules impose more detailed substantive and procedural requirements
with respect to casino licensing and operations. Included are requirements
regarding such things as licensing investigations and hearings, record keeping
and retention, contracting, reports to the Michigan Board internal control and
accounting procedures, security and surveillance, extensions of credit to
gaming patrons, conduct of gaming, and transfers of ownership interests in
licensed casinos. The rules also establish numerous Michigan Board procedures
regarding licensing, disciplinary and other hearings, and similar matters. The
rules have the force of law and are binding on the Michigan Board as well as on
applicants for or holders of casino licenses.

The Detroit City Council enacted an ordinance entitled "Casino Gaming
Authorization and Casino Development Agreement Certification and Compliance."
The ordinance authorizes casino gaming only by operators who are licensed by
the Michigan Board and are parties to a development agreement which has been
approved and certified by the City Council and is currently in effect or are
acting on behalf of such party. The development agreement between MGM Grand
Detroit, LLC, the City and the City Economic Development Corporation has been
so approved and certified and is currently in effect. The ordinance requires
each casino operator to submit to the Mayor and to the City Council periodic
reports regarding the operator's compliance with its development agreement or,
in the event of non-compliance, reasons of non-compliance and an explanation of
efforts to comply. The ordinance requires the Mayor to monitor each casino
operator's compliance with its development agreement, to take appropriate
enforcement action in the event of default and to notify the City Council of
defaults and enforcement action taken and, if a development agreement is
terminated, it requires the City Council to transmit notice of such action to
the Michigan Board within 5 business days along with the City's request that
the Michigan Board revoke the relevant operator's certificate of suitability or
casino license.

The Michigan Act effectively provides that each of the three casinos in
Detroit shall pay a wagering tax equal to 18% of its adjusted gross receipts,
to be paid 8.1% to Michigan and 9.9% to Detroit, an annual municipal services
fee equal to the greater of $4 million or 1.25% of adjusted gross receipts of
each casino to be paid to Detroit to defray its cost of hosting casinos and an
annual assessment, as adjusted based upon a consumer price index, in the
initial amount of approximately $8.3 million to be paid by each casino to
Michigan to defray its regulatory enforcement and other casino-related costs.
These are in addition to the taxes, fees, and assessments customarily paid by
business entities situated in Detroit.

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 and to the licensing and general control of the Minister for Racing
and Gaming. 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 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.

15
<PAGE>

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.

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.

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 and the regulations of the New Jersey Casino
Control Commission and other applicable laws. In order to operate a
hotel/casino property in New Jersey, MGM Grand Atlantic City, Inc. must obtain
a license from the New Jersey Commission and obtain numerous other licenses,
permits and approvals from other states as well as local governmental
authorities. The New Jersey Act also established the New Jersey Division of
Gaming Enforcement 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 Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. 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; financial and accounting practices used in
connection with casino operations; 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 gaming debts; and distribution of
alcoholic beverages.

MGM Grand's wholly owned subsidiary MGM Grand Atlantic City, Inc. has
applied to be licensed by the New Jersey Commission to operate a casino, and
MGM Grand has applied to be approved as a qualified holding company. On July
24, 1996, MGM Grand and MGM Grand Atlantic City, Inc., and their then officers,
directors, and 5% or greater shareholders were found suitable for licensing by
the New Jersey Commission. On June 27, 1995, the New Jersey Commission found
Mirage and its then officers, directors and 5% or greater stockholders suitable
for licensing. These findings of suitability are subject to review and revision
by the New Jersey Commission based upon a change in any material fact that is
relevant to the findings. No approvals from the New Jersey Commission are
necessary to consummate the Mirage merger.

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 are required to be qualified by the New Jersey
Commission. However, with respect to a publicly traded holding company such as
MGM Grand, a waiver of qualification may be granted by the New Jersey
Commission, with the concurrence of the Director of the New Jersey Division, if
the New Jersey Commission determines that said persons or entities are not
significantly involved in the activities of MGM Grand Atlantic City, Inc. and
in the case of security holders, do not have the ability to control MGM Grand
or elect one or more of its directors.

16
<PAGE>

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 publicly traded
securities for investment purposes only and where such securities constitute
less than 10% of the equity securities of a casino licensee's holding or
intermediary company or 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 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.

The New Jersey Act requires the certificate of incorporation of a publicly
traded holding company to 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. Accordingly, MGM Grand amended 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, MGM Grand amended its certificate of
incorporation to provide that MGM Grand 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 such a
company of the determination of disqualification, it shall be unlawful for the
disqualified holder to:

. receive any dividends or interest upon any such securities;

. to exercise, directly or through any trustee or nominee, any right
conferred by such securities; or

. 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 Commission shall not take action against
the casino license if:

. the holding company has the corporate charter provisions concerning
divestiture of securities by disqualified owners required by the New
Jersey Act;

. 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

. 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, after licensure, the New Jersey Commission determines that MGM Grand
Atlantic City, Inc. has violated the New Jersey Act or Regulations, or if any
security holder of MGM Grand 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

17
<PAGE>

suspended or revoked. If MGM Grand Atlantic City, Inc.'s license is revoked
after issuance, 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 MGM Grand.

The New Jersey Act imposes an annual tax of eight percent on gross casino
revenues, as defined in the New Jersey Act. In addition, casino licensees are
required to invest one and one-quarter percent of gross casino revenues for the
purchase of bonds to be issued by the Casino Reinvestment Development Authority
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 casino revenues. The New Jersey
Commission has established fees for the issuance or renewal of casino licenses
and casino hotel alcoholic beverage licenses and an annual license fee on each
slot machine.

In addition to compliance with the New Jersey Act and Regulations relating
to gaming, any property built in Atlantic City by MGM Grand Atlantic City, Inc.
or any other subsidiary of MGM Grand 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, and the operation of hotels.

Mississippi Government Regulation

MGM Grand conducts its Mississippi gaming operations through an indirect
subsidiary, Beau Rivage Resorts, Inc., which owns and operates the Beau Rivage
casino in the City of Biloxi, Mississippi. The ownership and operation of
casino facilities in Mississippi are subject to extensive state and local
regulation, but primarily the licensing and regulatory control of the
Mississippi Gaming Commission and the Mississippi State Tax Commission.

The Mississippi Gaming Control Act, which legalized dockside casino gaming
in Mississippi, was enacted on June 29, 1990. Although not identical, the
Mississippi Act is similar to the Nevada Gaming Control Act. Effective October
29, 1991, the Mississippi Gaming Commission adopted regulations in furtherance
of the Mississippi Act which are also similar in many respects to the Nevada
gaming regulations.

The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Gaming Commission seek to:

. prevent unsavory or unsuitable persons from having any direct or
indirect involvement with gaming at any time or in any capacity;

. establish and maintain responsible accounting practices and procedures;

. maintain effective control over the financial practices of licensees,
including establishing minimum procedures for internal fiscal affairs
and safeguarding of assets and revenues, providing reliable record
keeping and making periodic reports to the Mississippi Gaming
Commission;

. prevent cheating and fraudulent practices;

. provide a source of state and local revenues through taxation and
licensing fees; and

. ensure that gaming licensees, to the extent practicable, employ
Mississippi residents.

The regulations are subject to amendment and interpretation by the
Mississippi Gaming Commission. Changes in Mississippi law or the regulations or
the Mississippi Gaming Commission's interpretations thereof may limit or
otherwise materially affect the types of gaming that may be conducted, and
could have a material adverse effect on MGM Grand and its Mississippi gaming
operations.

18
<PAGE>

The Mississippi Act provides for legalized dockside gaming at the discretion
of the 14 counties that either border the Gulf Coast or the Mississippi River,
but only if the voters in such counties have not voted to prohibit gaming in
that county. As of June 1, 2000, dockside gaming was permissible in nine of the
14 eligible counties in the state and gaming operations had commenced in Adams,
Coahoma, Hancock, Harrison, Tunica, Warren and Washington counties. Under
Mississippi law, gaming vessels must be located on the Mississippi River or on
navigable waters in eligible counties along the Mississippi River, or in the
waters of the State of Mississippi lying south of the state in eligible
counties along the Mississippi Gulf Coast. The law permits unlimited stakes
gaming on permanently moored vessels on a 24-hour basis and does not restrict
the percentage of space which may be utilized for gaming. There are no
limitations on the number of gaming licenses which may be issued in
Mississippi. The legal age for gaming in Mississippi is 21.

Beau Rivage Resorts and Beau Rivage Distribution Corp., a subsidiary of Beau
Rivage Resorts, are subject to the licensing and regulatory control of the
Mississippi Gaming Commission. Beau Rivage Resorts is licensed as a Mississippi
gaming operator, and BRDC is licensed as a Mississippi distributor of gaming
devices. Gaming licenses require the periodic payment of fees and taxes and are
not transferable. Gaming licenses are issued for a maximum term of three years
and must be renewed periodically thereafter. Beau Rivage Resorts received its
Mississippi gaming license on June 20, 1996 and a renewal on June 21, 1998.
BRDC received its Mississippi distributor's license on August 20, 1998. On May
18, 2000, the Mississippi Gaming Commission renewed the licenses of both Beau
Rivage Resorts and BRDC for terms of three years each, effective June 22, 2000.

On May 18, 2000, the Mississippi Gaming Commission registered MGM Grand
under the Mississippi Act as a publicly-traded holding company of Beau Rivage
Resorts and BRDC. As a registered publicly-traded holding company, MGM Grand is
subject to the licensing and regulatory control of the Mississippi Gaming
Commission, and is required periodically to submit detailed financial,
operating and other reports to the Mississippi Gaming Commission and furnish
any other information which the Mississippi Gaming Commission may require. If
MGM Grand is unable to satisfy the registration requirements of the Mississippi
Act, MGM Grand and licensed subsidiaries thereof cannot own or operate gaming
facilities in Mississippi. Beau Rivage Resorts and BRDC are also required
periodically to submit detailed financial, operating and other reports to the
Mississippi Gaming Commission and the Mississippi State Tax Commission and to
furnish any other information required thereby. No person may become a
stockholder of or receive any percentage of profits from a licensed subsidiary
of a holding company without first obtaining licenses and approvals from the
Mississippi Gaming Commission.

On May 18, 2000, the Mississippi Gaming Commission granted MGM Grand the
necessary regulatory approvals to MGM Grand in order to consummate the Mirage
merger, including approval of the merger itself and MGM Grand's resulting
acquisition of control of Mirage, Beau Rivage Resorts and BRDC.

Certain of MGM Grand's officers, directors and employees must be found
suitable or be licensed by the Mississippi Gaming Commission. MGM Grand
believes that it has applied for all necessary findings of suitability with
respect to these persons, although the Mississippi Gaming Commission, in its
discretion, may require additional persons to file applications for findings of
suitability. In addition, any person having a material relationship or
involvement with MGM Grand may be required to be found suitable, in which case
those persons must pay the costs and fees associated with the investigation.

At any time, the Mississippi Gaming Commission has the power to investigate
and require a finding of suitability of any record or beneficial stockholders
of a publicly-traded corporation registered with the Mississippi Gaming
Commission, regardless of the percentage of ownership. Mississippi law requires
any person who acquires more than 5% of the voting securities of a publicly-
traded corporation registered with the Mississippi Gaming Commission to report
the acquisition to the Mississippi Gaming Commission, and that person may be
required to be found suitable. Also, any person who becomes a beneficial owner
of more than 10% of the voting securities of such a company, as reported to the
Commission, must apply for a finding of

19
<PAGE>

suitability by the Mississippi Gaming Commission and must pay the costs and
fees that the Mississippi Gaming Commission incurs in conducting the
investigation. The Mississippi Gaming Commission has generally exercised its
discretion to require a finding of suitability of any beneficial owner of more
than 5% of a registered public company's voting securities. However, the
Mississippi Gaming Commission has adopted a policy that may permit
institutional investors to own beneficially up to 15% of a registered public
company's voting securities without a finding of suitability.

Under certain circumstances, an "institutional investor," as defined by the
Mississippi Gaming Commission's Policy on Findings of Suitability of
Institutional Shareholders (adopted January 20, 2000), which acquires more than
10% but not more than 15% of a registered public company's voting securities,
may apply to the Executive Director of the Mississippi Gaming 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 registered public company, any change in the registered public company's
corporate charter, bylaws, management, policies or operations of the registered
public company or any of its gaming affiliates, or any other action which the
Mississippi Gaming Commission finds to be inconsistent with holding the
registered public 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:

. voting, directly or indirectly through the delivery of a proxy furnished
by the board of directors, on all matters voted upon by the holders of
such voting securities;

. serving as a member of any committee of creditors or security holders;

. nominating any candidate for election or appointment to the board of
directors in connection with a debt restructuring;

. accepting appointment or election (or having a representative accept
appointment or election) as a member of the board of directors in
connection with a debt restructuring and serving in that capacity until
the conclusion of the member's term;

. such other activities as the Mississippi Gaming Commission may determine
to be consistent with such investment intent.

If a stockholder 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 Mississippi Gaming Commission may at any time
dissolve, suspend, condition, limit or restrict a finding of suitability to own
a registered public company's equity interests for any cause it deems
reasonable.

Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Mississippi Gaming
Commission may be found unsuitable. Any person found unsuitable and who holds,
directly or indirectly, any beneficial ownership of MGM Grand's securities
beyond the time that the Mississippi Gaming Commission prescribes, may be
guilty of a misdemeanor. MGM Grand will be subject to disciplinary action if,
after receiving notice that a person is unsuitable to be a stockholder or to
have any other relationship with MGM Grand, Beau Rivage Resorts or BRDC, MGM
Grand:

. pays the unsuitable person any dividend or other distribution upon the
voting securities of the company;

. recognizes the exercise, directly or indirectly, or any voting rights
conferred by securities held by the unsuitable person;

20
<PAGE>

. pays the unsuitable person any remuneration in any form, except in
limited and specific circumstances; or

. fails to pursue all lawful efforts to require the unsuitable person to
divest himself of the securities, including, if necessary, the immediate
purchase of the securities for cash at a fair market value.

Any holder of debt or equity securities required to apply for a finding of
suitability must pay all investigative fees and costs of the Mississippi Gaming
Commission in connection with the investigation. A finding of suitability
requires submission of detailed personal financial information followed by a
thorough investigation. There can be no assurance that a person who is subject
to a finding of suitability will be found suitable by the Mississippi Gaming
Commission. The Mississippi Gaming Commission may deny an application for a
finding of suitability for any cause that it deems reasonable. Findings of
suitability must be periodically renewed.

Beau Rivage Resorts and BRDC must maintain in Mississippi a current ledger
with respect to the ownership of their equity securities and MGM Grand must
maintain in Mississippi a current list of its stockholders which must reflect
the record ownership of each outstanding share of any equity security issued by
MGM Grand. The ledger and stockholder lists must be available for inspection by
the Mississippi Gaming Commission at any time. If any of MGM Grand's 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 Mississippi
Gaming Commission. A failure to make that disclosure may be grounds for finding
the record holder unsuitable. MGM Grand must also render maximum assistance in
determining the identity of the beneficial owner.

The Mississippi Act requires that the certificates representing securities
of a registered publicly-traded corporation bear a legend to the general effect
that the securities are subject to the Mississippi Act and the regulations of
the Mississippi Gaming Commission. On May 18, 2000, the Mississippi Gaming
Commission granted MGM Grand a waiver of this legend requirement. The
Mississippi Gaming Commission has the power to impose additional restrictions
on MGM Grand and the holders of MGM Grand's securities at any time.

Substantially all loans, leases, sales of securities and similar financing
transactions by a licensed gaming subsidiary must be reported to or approved by
the Mississippi Gaming Commission. A licensed gaming subsidiary may not make a
public offering of its securities, but may pledge or mortgage casino facilities
if it obtains the prior approval of the Mississippi Gaming Commission. MGM
Grand may not make a public offering of its securities without the prior
approval of the Mississippi Gaming Commission if any part of the proceeds of
the offering is to be used to finance the construction, acquisition or
operation of gaming facilities in Mississippi or to retire or extend
obligations incurred for those purposes. The approval, if given, does not
constitute a recommendation or approval of the accuracy or adequacy of the
prospectus or the investment merits of the securities subject to the offering.
On May 18, 2000, the Mississippi Gaming Commission granted MGM Grand a waiver
of the prior approval requirement for MGM Grand's securities offerings for a
period of two years, subject to certain conditions. The waiver may be rescinded
for good cause without prior notice upon the issuance of an interlocutory stop
order by the Executive Director of the Mississippi Gaming Commission.

Under the regulations of the Mississippi Gaming Commission, Beau Rivage
Resorts and BRDC may not guarantee a security issued by MGM Grand pursuant to a
public offering, or pledge their assets to secure payment or performance of the
obligations evidenced by such a security issued by MGM Grand, without the prior
approval of the Mississippi Gaming Commission. Similarly, MGM Grand may not
pledge the stock or other ownership interests of Beau Rivage Resorts or BRDC,
nor may the pledgee of such ownership interests foreclose on such a pledge,
without the prior approval of the Mississippi Gaming Commission. Moreover,
restrictions on the transfer of an equity security issued by Beau Rivage
Resorts or BRDC and agreements not to

21
<PAGE>

encumber such securities granted by MGM Grand are ineffective without the prior
approval of the Mississippi Gaming Commission. The waiver of the prior approval
requirement for MGM Grand's securities offerings received from the Mississippi
Gaming Commission on May 18, 2000 includes a waiver of the prior approval
requirement for such guarantees, pledges and restrictions of Beau Rivage
Resorts and BRDC, subject to certain conditions.

Neither MGM Grand nor Beau Rivage Resorts may engage in gaming activities in
Mississippi while MGM Grand, Beau Rivage Resorts and/or persons found suitable
to be associated with the gaming license of Beau Rivage Resorts conduct gaming
operations outside of Mississippi without approval of the Mississippi Gaming
Commission. The Mississippi Gaming Commission may require means for it to have
access to information concerning MGM Grand's and its affiliates' out-of-state
gaming operations. Gaming operations in Nevada were approved when Beau Rivage
Resorts was first licensed in Mississippi. MGM Grand received waivers of
foreign gaming approval from the Mississippi Gaming Commission on May 18, 2000
for the conduct of gaming operations in Michigan, New Jersey, Northern
Territory (Australia), Mpumalanga Province (Republic of South Africa) and
Gauteng Province (Republic of South Africa), and may be required to obtain the
approval or a waiver of such approval from the Mississippi Gaming Commission
before engaging in any additional future gaming operations outside of
Mississippi.

The Mississippi Gaming Commission adopted a regulation in 1994 requiring as
a condition of licensure or license renewal that a gaming establishment's plan
include a 500-car parking facility in close proximity to the casino complex and
infrastructure facilities which will amount to at least 25% of the casino cost.
Infrastructure facilities are defined in the regulation to include a hotel with
at least 250 rooms, theme park, golf course and other similar facilities. With
the opening of its resort hotel and other amenities, Beau Rivage Resorts is in
compliance with this requirement. On January 21, 1999, the Mississippi Gaming
Commission adopted an amendment to this regulation which increased the
infrastructure requirement to 100% from the existing 25%; however, the
regulation grandfathers existing licensees and applies only to new casino
projects and casinos that are not operating at the time of acquisition or
purchase, and would therefore not apply to Beau Rivage Resorts. In any event,
the Beau Rivage would comply with such requirement.

For a more detailed description of the various Mississippi gaming regulatory
requirements applicable to both MGM Grand and Mirage, see "Item 1. Business--
Regulation and Licensing-Mississippi" in Mirage's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999.

22
<PAGE>

DESCRIPTION OF COMMON STOCK

Our authorized capital stock consists of 300 million shares of common stock.
As of April 25, 2000, there were 158,353,886 shares of common stock
outstanding. Holders of the common stock are entitled to dividends when and as
declared by our board of directors. Holders have one vote per share and the
right to the net assets in liquidation after payment of any amounts due to
creditors. Holders are not liable for further calls or assessments by us. There
are no sinking fund or redemption provisions relating to the common stock. The
common stock has noncumulative voting rights, which means that the holders of a
majority of the shares voting for the election of directors can elect 100% of
the directors if they choose to do so.

Our certificate of incorporation provides that if and when we shall become,
and so long as we shall remain, a publicly traded holding company as defined in
the New Jersey Casino Control Act, all of our securities shall be held subject
to the condition that if a holder thereof is disqualified by the New Jersey
Casino Control Commission, such disqualified holder shall dispose of his
interest in the securities, including common stock within 120 days, or such
other time period required by the New Jersey Commission, following our receipt
of notice of such disqualified holder. Promptly after the notice date, we are
required to deliver a copy of such written notice to the disqualified holder by
personal delivery, mail or any other reasonable means.

Our certificate of incorporation also provides that so long as we hold,
directly or indirectly, a license or franchise from a governmental agency to
conduct our business, which license or franchise is conditioned upon some or
all of the holders of the common stock possessing prescribed qualifications,
any and all shares of the common stock shall be subject to redemption by us, at
our sole option and in our sole discretion, to the extent necessary to prevent
the loss of such license or franchise or to reinstate it. Any shares of the
common stock redeemable pursuant to such provision may be called for redemption
immediately for cash, property or rights, including our securities or
securities of another corporation, on not less than five days notice to the
disqualified holder at a redemption price equal to the average closing price of
such stock on a national securities exchange for the 45 trading days
immediately preceding the date of the redemption notice; or if the stock is not
so traded, then the average of the high and low closing bid price of the stock
as quoted by the National Association of Securities Dealers Automated Quotation
system for such 45 trading day period; or if such stock is not so quoted, the
redemption price shall be determined in good faith by the board of directors.

The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services, LLC, 400 S. Hope Street, Los Angeles, California 90071.

23
<PAGE>

PLAN OF DISTRIBUTION

In connection with the Mirage merger, we sold the 46.5 million shares of our
common stock covered by this prospectus in a private placement. The private
placement agreement requires that we register the possible resale of these
shares under applicable securities laws. Therefore, we have prepared and filed
this prospectus. However, we do not know when or whether any or all of the
these shares may be sold. The principal purchasers in the private placement are
set forth in Appendix I to this prospectus. We will not receive any proceeds
from the sale of shares included in this prospectus. We will pay all fees and
expenses incurred in connection with the preparation and filing of this
registration statement, other than (a) underwriting discounts and commissions
and transfer taxes, if any, attributable to these shares and (b) all fees and
expenses of the selling stockholders' counsel. We have agreed to maintain the
effectiveness of this registration statement until April 18, 2002.

The selling stockholders may sell the shares covered by this prospectus in
one or more of the following transactions:

. on the New York Stock Exchange,

. in the over-the-counter market,

. in privately-negotiated transactions, or

. in a combination of such methods of sale.

The selling stockholders may sell their shares at:

. market prices prevailing at the time of the sale,

. negotiated prices; or

. fixed prices.

The selling stockholders may offer their shares of our common stock in any
manner permitted by law, including to or through underwriters, brokers, dealers
or agents and directly to one or more purchasers. Sales of the shares of our
common stock may involve:

. sales to underwriters who will acquire the shares for their own account
and resell them in one or more transactions at fixed prices or at
varying prices determined at the time of sale;

. block transactions in which the broker or dealer engaged will attempt to
sell the shares of our common stock as an agent but may position and
resell a portion of the block as a principal to facilitate the
transaction;

. purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;

. an exchange distribution in accordance with the rules of any such
exchange; or

. ordinary brokerage transactions and transactions in which a broker
solicits purchasers.

The selling stockholders and any broker or dealer that participates in the
distribution of shares of our common stock may be deemed to be "underwriters"
as that term is defined in Section 2(11) of the Securities Act. Any commissions
received by such broker or dealer and profit on any resale of the shares as
principal may be deemed to be underwriting discounts and commissions under the
Securities Act. In addition, such a determination may subject them to the
prospectus delivery requirements of the Securities Act.

The selling stockholders may from time to time pledge the common stock owned
by them to secure margin or other loans made to one or more of the selling
stockholders. Thus, the person or entity receiving the pledge of any of the
shares of common stock may sell them, in a foreclosure sale or otherwise, in
the same manner as described above for the selling stockholders.

Any selling stockholder who is an affiliate also may sell all or a portion
of its shares covered by this prospectus in open market transactions in
reliance on Rule 144 under the Securities Act, provided that the selling
stockholder meets the criteria and conforms to the requirements of such rule.

24
<PAGE>

We have not been advised of any selling arrangement at the date of this
prospectus between any selling stockholder and any broker-dealer or agent. We
will not receive any of the proceeds from the sale of the shares by the selling
stockholders.

We have agreed to indemnify the selling stockholders for certain
liabilities, including liabilities arising under the Securities Act.

LEGAL MATTERS

Certain legal matters in connection with the validity of the shares of
common stock to which this prospectus relates will be passed upon for us by
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP. Terry N.
Christensen, a partner of Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP, is a member of our board of directors, and he and other attorneys
in that firm beneficially owned an aggregate of 11,500 shares of our common
stock as of April 25, 2000.

EXPERTS

The audited consolidated financial statements and schedule of MGM Grand,
Inc. incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated herein by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
reports. Reference is made to said report which includes an explanatory
paragraph with respect to the change in accounting for start-up activities in
1999 as discussed in Note 2 to the consolidated financial statements.

The audited consolidated financial statements and schedule of Mirage
Resorts, Incorporated incorporated by reference in this prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and is incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report. Reference is made to said report which includes an
explanatory paragraph with respect to the change in accounting for start-up
activities in 1999 as discussed in Note 2 to the consolidated financial
statements.

FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference "forward-looking
statements" that are subject to risks and uncertainties. In portions of this
prospectus or the documents incorporated by reference, the words "anticipates,"
"believes," "estimates," "seeks," "expects," "plans," "intends" and similar
expressions, as they relate to us or our management, are intended to identify
forward-looking statements. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, and have based these
expectations on our beliefs as well as assumptions we have made, such
expectations may prove to be incorrect. Important factors that could cause
actual results to differ materially from such expectations are disclosed in
this prospectus, including, without limitation, those set forth under "Risk
Factors," beginning on page 3, as well as the following factors:

. 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;

. competition and changes in customer demand;

25
<PAGE>

. ability to achieve certain cost savings, asset sales and revenue
enhancements;

. challenges imposed by the Mirage merger and integration of Mirage's
hotel/casino properties into our operations;

. changes or uncertainties in federal or state tax laws or the
administration of such laws;

. changes or uncertainties in gaming laws or regulations, including
legalization of gaming in certain jurisdictions; and

. any requirement to apply for licenses and approvals under applicable
laws, including gaming laws, on our part or on the part of our
suppliers.

All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety
by our cautionary statements. The forward-looking statements included or
incorporated herein are made only as of the date of this prospectus
supplement, or as of the date of the documents incorporated by reference. We
do not intend, and undertake no obligation, to update these forward-looking
statements.

WHERE YOU CAN FIND MORE INFORMATION

Each of MGM Grand and Mirage files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy, at prescribed rates, any document MGM Grand
or Mirage files at the Commission's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 (1-800-732-0330) for further information on the public
reference rooms. The Commission also maintains a website that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission (http://www.sec.gov).
You also may read and copy reports and other information filed by MGM Grand at
the office of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.

26
<PAGE>

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Commission allows us to "incorporate by reference" information filed
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information filed later by MGM Grand
or Mirage with the Commission will automatically update and supersede this
information.

We incorporate by reference the documents listed below and any future
filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

. Our Annual Report on Form 10-K for the year ended December 31, 1999;

. Our Form 10-K/A filed with the Commission on May 5, 2000;

. Our Quarterly Report on Form 10-Q for the period ended March 31, 2000;

. Our Current Reports on Form 8-K dated February 23, 2000, February 28,
2000, March 6, 2000, April 11, 2000, May 17, 2000 and May 18, 2000;

. Mirage Resorts, Incorporated Annual Report on Form 10-K for the year
ended December 31, 1999;

. Mirage Resorts, Incorporated Proxy Statement filed with the Commission
on February 23, 2000;

. Mirage Resorts, Incorporated Registration Statement on Form 8-A12B filed
with the Commission on March 10, 2000;

. Mirage Resorts, Incorporated Preliminary Proxy Statement filed with the
Commission of March 24, 2000;

. Mirage Reports, Incorporated Amended Registration Statement on Form 8-
A12B/A filed with the Commission on April 7, 2000;

. Mirage Resorts, Incorporated Amended Preliminary Proxy Statement filed
with the Commission on April 25, 2000;

. Mirage Resorts, Incorporated Quarterly Report on Form 10-Q for the
period ended March 31, 2000;

. Mirage Resorts, Incorporated Definitive Proxy Statement filed with the
Commission on May 5, 2000; and

. Mirage Resorts, Incorporated Soliciting Material filed with the
Commission on May 16, 2000.

All documents and reports filed by MGM Grand or Mirage pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the
date of this prospectus and on or prior to the termination of the offering of
the offered securities made by this prospectus are deemed to be incorporated
by reference in this prospectus from the date of filing of such documents or
reports, except as to any portion of any future annual or quarterly reports or
proxy statements which is not deemed to be filed under those sections. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this prospectus will be deemed to be modified or superceded for
purposes of this prospectus to the extent that any statement contained herein
in any prospectus supplement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus
modifies or supercedes such statement. Any statement so modified or superceded
will not be deemed, except as so modified or superceded, to constitute a part
of this prospectus.

Any person receiving a copy of this prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference except for the exhibits to such documents (other than the exhibits
expressly incorporated in such documents by reference). Requests should be
directed to: Scott Langsner, Secretary, MGM Grand, Inc., 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109; telephone number: (702) 891-3333. A
copy will be provided by first class mail or other equally prompt means within
one business day after receipt of your request.

27
<PAGE>

APPENDIX I

The following table provides information regarding the shares of the our
common stock beneficially owned, as of April 25, 2000, by participants in our
46.5 million share private placement. Except as disclosed in the prospectus to
which this appendix is attached, none of the participants, has, or within the
past three years has had, any position, office or other material relationship
with us. Information about the participants may change over time. We cannot
estimate the number of shares of common stock that will be held by a
participant upon the termination of the offering since it is possible that it
may not sell any of the shares covered by this prospectus or may acquire or
dispose of shares of our common stock not included in this prospectus. See
"Plan of Distribution."

The following table was prepared based on the information supplied to us by
the entities named in the table.

<TABLE>
<CAPTION>
Ownership of Common Ownership of Common
Stock Prior to the Stock After the
Offering Offering
-------------------------- Number of --------------------------
Shares Percentage
Name of Selling Number of Percentage Offered Number of of
Stockholder Shares(1) Ownership(2) Hereby Shares(1) Ownership(2)
--------------- --------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Alliance Capital
Management L.P.(3)..... 4,390,800 2.8% 4,000,000 390,800 *
Centurion Investment
Group L.P.(3).......... 2,172,600 1.4% 2,000,000 172,600 *
Growth Fund of America,
Inc, .................. 4,855,300 3.1% 4,058,500 796,800 *
Legg Mason Value Trust,
Inc. .................. 6,154,840 3.9% 3,000,000 3,154,840 2%
New Economy Fund........ 3,000,000 1.9% 2,788,500 211,500 *
New Perspective Fund,
Inc. .................. 3,800,000 2.4% 3,153,000 647,000 *
T. Rowe Price(3)........ 3,000,000 1.9% 3,000,000 0 0
Tracinda Corporation.... 91,221,432(4) 57.6% 23,000,000(4) 68,221,432(4) 43.1%
Other Private Placement
Participants........... 1,948,400 (5) 1,500,000 484,400 *
</TABLE>
--------
* less than 1%

(1) The number of shares shown includes shares over which the participant
named has either sole or shared voting and/or investment power.

(2) Based upon 158,353,886 shares of common stock outstanding as of April 25,
2000, net of treasury shares.

(3) As advisor for various investment companies and/or institutional clients.

(4) Does not include 3,788,812 shares held directly by Kirk Kerkorian,
Tracinda's sole stockholder. Tracinda is our principal stockholder, and
Mr. Kerkorian is a member of our Board of Directors. See "The Company--
Recent Developments" in the accompanying prospectus.

(5) Each of the participants hold less than 1% of the outstanding shares of
our common stock.

28
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

46,500,000 shares

[LOGO APPEARS HERE]

COMMON STOCK

--------------------------

PROSPECTUS

June 9, 2000

--------------------------

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

All expenses, other than the Commission's registration fee, are estimated.

<TABLE>
<S> <C>
Commission registration fee........................................ $399,354
Printing and shipping expenses..................................... 75,000
Accountants' fees and expenses..................................... 15,000
Legal fees and expenses............................................ 50,000
Miscellaneous...................................................... 60,646
--------
Total............................................................ $600,000
========
</TABLE>

Item 15. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware provides
that a Delaware corporation may indemnify any person against expenses,
judgments, fines and amounts paid in settlements actually and reasonably
incurred by any such person in connection with a threatened, pending or
completed action, suit or proceeding, other than an action, suit or proceeding
in the name of the corporation, in which he is involved by reason of the fact
that he is or was a director, officer, employee or agent of such corporation,
provided that (i) he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and (ii) with
respect to any criminal action or proceeding, he had no reasonable cause to
believe his conduct was unlawful. If the action or suit is by or in the name of
the corporation, the corporation may indemnify any such person against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation, except that
no indemnification may be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation, unless and only
to the extent that the Delaware Court of Chancery or the court in which the
action or suit is brought determines upon application that, despite the
adjudication of the liability but in light of the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense as
the court deems proper.

Article II, Section 12 of the Bylaws of MGM Grand provides for
indemnification of persons to the extent permitted by the Delaware General
Corporation Law.

In accordance with Section 102(b)(7) of the Delaware Law, the Certificate of
Incorporation, as amended, of MGM Grand limits the personal liability of its
directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to MGM Grand or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to MGM Grand or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the section of the Delaware law providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence. This provision will not, however, limit in any way
the liability of directors for violations of the Federal securities laws.

MGM Grand carries directors and officers liability insurance policies which
are maintained in effect on a yearly basis.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling MGM Grand
pursuant to the foregoing provisions, MGM Grand has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

II-1
<PAGE>

Item 16. Exhibits
<TABLE>
<C> <S>
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
23.1 Consent of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
(set forth as part of Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Arthur Andersen LLP.
24 Power of Attorney (see signature page).
</TABLE>

Item 17. Undertakings

(a) MGM Grand hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by MGM Grand
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) MGM Grand hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of MGM Grand's annual
report on Form 10-K pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of MGM Grand pursuant to the foregoing provisions, or otherwise, MGM
Grand has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by MGM Grand
of expenses incurred or paid by a director, officer or controlling person of
MGM Grand in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, MGM Grand will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication for such issue.

II-2
<PAGE>

(i) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act will be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus will be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time will be deemed to be the initial bona fide offering thereof.

(3) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Las Vegas, State of Nevada on June 8, 2000.

MGM GRAND, INC.

By *
_____________________________________
James J. Murren
President and Chief Financial
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board June 8, 2000
____________________________________
J. Terrence Lanni

* Co-Chief Executive Officer June 8, 2000
____________________________________ and Director (Principal
John T. Redmond Executive Officer)

* Co-Chief Executive Officer June 8, 2000
____________________________________ and Director (Principal
Daniel M. Wade Executive Officer)

* President, Chief Financial June 8, 2000
____________________________________ Officer and Director
James J. Murren (Principal Financial and
Accounting Officer)

* Director June 8, 2000
____________________________________
James D. Aljian

* Director June 8, 2000
____________________________________
Fred Benninger

* Director June 8, 2000
____________________________________
Terry N. Christensen
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
* Director June 8, 2000
____________________________________
Glenn A. Cramer

* Director June 8, 2000
____________________________________
Willie D. Davis

____________________________________ Director May , 2000
Alexander M. Haig, Jr.

____________________________________ Director May , 2000
Kirk Kerkorian

* Director June 8, 2000
____________________________________
Walter M. Sharp

* Director June 8, 2000
____________________________________
Alex Yemenidjian

____________________________________ Director May , 2000
Jerome B. York

*By: /s/ Scott Langsner
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>

II-5