<PAGE>
As filed with the Securities and Exchange Commission on July 11th, 2000
File No. 333-31845
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST EFFECTIVE 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)
Delaware 88-0215232
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------
Scott Langsner
MGM Grand, Inc.
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copies to:
Janet S. McCloud, Esq. Jonathan K. Layne, Esq.
Christensen, Miller, Fink, Gibson, Dunn & Crutcher LLP
Jacobs, Glaser, Weil & Shapiro, LLP 333 S. Grand Avenue
2121 Avenue of the Stars, 18th Floor Los Angeles, California 90071
Los Angeles, California 90067
---------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
---------------
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. [_]
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<PAGE>
Additional Registrants
<TABLE>
<CAPTION>
(Exact name of
registrant as specified (State or other jurisdiction of (I.R.S. Employer
in its charter) incorporation or organization) Identification Number)
----------------------- ------------------------------- ----------------------
<S> <C> <C>
MGM GRAND HOTEL, INC. .. Nevada 88-0108587
MGM GRAND MOVIEWORLD,
INC. .................. Nevada 88-0260416
GRAND LAUNDRY, INC. .... Nevada 88-0298834
MGM GRAND MONORAIL,
INC. .................. Nevada 88-0303364
MGM DIST., INC. ........ Nevada 88-0230514
DESTRON, INC. .......... Nevada 88-0234293
DESTRON MARKETING,
INC. .................. Nevada 88-0330790
MGM GRAND MERCHANDISING.
INC. .................. Nevada 88-0339740
MGM GRAND ENTERTAINMENT,
INC.
(Formerly MGMG TRADING
CO.)................... Nevada 88-0373099
MGM GRAND ATLANTIC CITY,
INC. .................. New Jersey 88-0354792
MGM GRAND DEVELOPMENT,
INC. .................. Nevada 88-0368826
MGM GRAND DETROIT,
INC. .................. Delaware 91-1829051
</TABLE>
<PAGE>
EXPLANATORY NOTE
The purpose of this post-effective amendment is to deregister the remaining
$100 million of debt and/or equity securities, which were included in the
original $600 million of securities registered, but which have not been issued.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 the 7th day of July,
2000.
MGM GRAND, INC.
*
By: _________________________________
J. Terrence Lanni
Chairman of the Board
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board July 7, 2000
____________________________________
J. Terrence Lanni
/s/ John T. Redmond Co-Chief Executive Officer July 7, 2000
____________________________________ and Director (Principal
John T. Redmond Executive Officer)
/s/ Daniel M. Wade Co-Chief Executive Officer July 7, 2000
____________________________________ and Director (Principal
Daniel M. Wade Executive Officer)
/s/ James J. Murren President, Chief Financial July 7, 2000
____________________________________ Officer and Director
James J. Murren (Principal Financial and
Accounting Officer)
* Director July 7, 2000
____________________________________
James D. Aljian
/s/ Robert H. Baldwin Director July 7, 2000
____________________________________
Robert H. Baldwin
/s/ Gary N. Jacobs Executive Vice President-- July 7, 2000
____________________________________ General Counsel and Director
Gary N. Jacobs
____________________________________ Director
George J. Mason
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director
____________________________________
Ronald M. Popeil
Director
____________________________________
Daniel B. Wayson
Director
____________________________________
Melvin B. Wolzinger
* Director July 7, 2000
____________________________________
Fred Benninger
* Director July 7, 2000
____________________________________
Terry N. Christensen
Director
____________________________________
Glenn A. Cramer
Director
____________________________________
Willie D. Davis
Director
____________________________________
Alexander M. Haig, Jr.
Director
____________________________________
Kirk Kerkorian
* Director July 7, 2000
____________________________________
Walter M. Sharp
* Director July 7, 2000
____________________________________
Alex Yemenidjian
* Director July 7, 2000
____________________________________
Jerome B. York
* By: /s/ Scott Langsner July 7, 2000
_______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Hotel, 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 July
7, 2000.
MGM GRAND HOTEL, INC.
By: /s/ William J. Hornbuckle
----------------------------------
William J. Hornbuckle
President and Chief Operating
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>
/s/ William J. Hornbuckle President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle Executive Officer)
/s/ Corey Sanders Senior Vice President and July 7, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Movieworld, 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 July 7, 2000.
MGM GRAND MOVIEWORLD, INC.
By: /s/ William J. Hornbuckle
----------------------------------
William J. Hornbuckle
President and Chief Operating
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>
/s/ William J. Hornbuckle President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle- Executive Officer)
/s/ Corey Sanders Senior Vice President and July 7, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
__________________________________
John T. Redmond
</TABLE>
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Grand Laundry, 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 July
7, 2000.
GRAND LAUNDRY, INC.
By: /s/ William J. Hornbuckle
----------------------------------
William J. Hornbuckle
President and Chief Operating
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>
/s/ William J. Hornbuckle President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Monorail, 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 July
7, 2000.
MGM GRAND MONORAIL, INC.
By: /s/ Daniel M. Wade
----------------------------------
Daniel M. Wade
President and Chief Operating
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>
/s/ Daniel M. Wade President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
Daniel M. Wade Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Dist., 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 July
7, 2000.
MGM DIST., INC.
By: /s/ Daniel M. Wade
----------------------------------
Daniel M. Wade
President and Chief Operating
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>
/s/ Daniel M. Wade President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
Daniel M. Wade Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Destron, 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 July
7, 2000.
DESTRON, INC.
By: /s/ Robert V. Moon
----------------------------------
Robert V. Moon
President and Chief Operating
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>
/s/ Robert V. Moon President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
Robert V. Moon Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Destron Marketing, 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 July 7, 2000.
DESTRON MARKETING, INC.
By: /s/ Robert V. Moon
----------------------------------
Robert V. Moon
President and Chief Operating
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>
/s/ Robert V. Moon President (Principal July 7, 2000
____________________________________ Executive Officer)
Robert V. Moon
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Merchandising, 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 July 7, 2000.
MGM GRAND MERCHANDISING, INC.
By: /s/ William J. Hornbuckle
----------------------------------
William J. Hornbuckle
President
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>
/s/ William J. Hornbuckle President (Principal July 7, 2000
____________________________________ Executive Officer)
William J. Hornbuckle
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Entertainment, 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 July 7, 2000.
MGM GRAND ENTERTAINMENT, INC.
By: /s/ Richard Sturm
----------------------------------
Richard Sturm
President and Chief Operating
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>
/s/ Richard Sturm President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
Richard Sturm Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Atlantic City, 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 July 7, 2000.
MGM GRAND ATLANTIC CITY, INC.
By: /s/ James J. Murren
----------------------------------
James J. Murren
President and Chief Operating
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>
/s/ James J. Murren President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
James J. Murren Executive Officer)
/s/ Scott Langsner Secretary/Treasurer and July 7, 2000
____________________________________ Chief Financial Officer
Scott Langsner (Principal Financial and
Accounting Officer)
/s/ James J. Murren Chairman July 7, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director July 7, 2000
____________________________________
John T. Redmond
/s/ Daniel M. Wade Director July 7, 2000
____________________________________
Daniel M. Wade
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Development, 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 July 7, 2000.
MGM GRAND DEVELOPMENT, INC.
By: /s/ Kenneth A. Rosevear
----------------------------------
Kenneth A. Rosevear
President and Chief Operating
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>
/s/ Kenneth A. Rosevear President and Chief July 7, 2000
____________________________________ Operating Officer (Principal
Kenneth A. Rosevear Executive Officer)
/s/ Scott Langsner Secretary/Treasurer July 7, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Kenneth A. Rosevear Chairman July 7, 2000
____________________________________
Kenneth A. Rosevear
/s/ Scott Langsner Director July 7, 2000
____________________________________
Scott Langsner
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 July 7, 2000.
MGM GRAND DETROIT, INC.
By: /s/ John Redmond
----------------------------------
John Redmond
President
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John Redmond President July 7, 2000
____________________________________ (Principal Executive
John Redmond Officer)
/s/ Scott Langsner Secretary/Treasurer and July 7, 2000
____________________________________ Chief Financial Officer
Scott Langsner (Principal Financial and
Accounting Officer)
/s/ John Redmond Chairman July 7, 2000
____________________________________
John Redmond
/s/ Daniel M. Wade Director July 7, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director July 7, 2000
____________________________________
James J. Murren
</TABLE>
II-14
