<PAGE>
As filed with the Securities and Exchange Commission on April 25, 2000
Registration No. 333-33200
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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>
ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE
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:
<TABLE>
<S> <C>
JANET S. MC CLOUD, ESQ. JONATHAN K. LAYNE, ESQ.
Christensen, Miller, Fink, Jacobs, Gibson, Dunn & Crutcher LLP
Glaser, Weil & Shapiro, LLP 333 S. Grand Avenue
2121 Avenue of the Stars, 18th Floor Los Angeles, California 90071
Los Angeles, California 90067
</TABLE>
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the 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
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered(1) per unit(2) offering price(1) registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Common Stock, $0.01 par
value, and Rights to Subscribe for the
Common Stock.............................. (2) (2) $2,750,000,000 $726,000(3)
Guarantees of Subsidiaries................. N/A N/A N/A N/A(4)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In no event will the aggregate maximum offering price of all securities to
be registered pursuant to this Registration Statement, and not previously
registered, exceed $2.75 billion The securities registered hereunder may
be sold separately or together.
(2) Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act.
(3) Calculated pursuant to Rule 457(o) of the Securities Act. Previously paid.
(4) No separate fee is payable pursuant to Rule 457(n).
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
(State or Other
Jurisdiction of (IRS Employee
(Exact Name of Registrant as Specified in its Incorporation or Identification
Charter) Organization) 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 ENTERTAINMENT, INC. ...................... Nevada 88-0373099
MGM GRAND ATLANTIC CITY, INC. ................ New Jersey 88-0354792
MGM GRAND DEVELOPMENT, INC. .................. Nevada 88-0368826
NEW YORK-NEW YORK HOTEL AND CASINO, LLC....... Nevada 88-0329896
THE PRIMADONNA COMPANY, LLC................... Nevada 88-0430016
PRMA, LLC..................................... Nevada 88-0430017
NEW PRMA LAS VEGAS, INC. ..................... Nevada 88-0430015
MGMGMR ACQUISITION, INC. ..................... Nevada 94-3357364
MGM ACQUISITION CO. #1........................ Nevada Applied For
MGM ACQUISITION CO. #2........................ Nevada Applied For
MGM ACQUISITION CO. #3........................ Nevada Applied For
MGM ACQUISITION CO. #4........................ Nevada Applied For
MGM ACQUISITION CO. #5........................ Nevada Applied For
MGM ACQUISITION CO. #6........................ Nevada Applied For
MGM ACQUISITION CO. #7........................ Nevada Applied For
MGM ACQUISITION CO. #8........................ Nevada Applied For
MGM ACQUISITION CO. #9........................ Nevada Applied For
MGM ACQUISITION CO. #10....................... Nevada Applied For
MGM ACQUISITION CO. #11....................... Nevada Applied For
MGM ACQUISITION CO. #12....................... Nevada Applied For
MGM ACQUISITION CO. #13....................... Nevada Applied For
MGM ACQUISITION CO. #14....................... Nevada Applied For
MGM ACQUISITION CO. #15....................... Nevada Applied For
MGM ACQUISITION CO. #16....................... Nevada Applied For
MGM ACQUISITION CO. #17....................... Nevada Applied For
MGM ACQUISITION CO. #18....................... Nevada Applied For
MGM ACQUISITION CO. #19....................... Nevada Applied For
MGM ACQUISITION CO. #20....................... Nevada Applied For
</TABLE>
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and we are not soliciting offers to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 25, 2000
PROSPECTUS
$2,750,000,000
MGM GRAND, INC.
Debt Securities, Common Stock
and Subscription Rights
-----------
We may use this prospectus to offer and sell from time to time, separately or
together, one or more series of our debt securities, consisting of debentures,
notes, bonds or other evidences of indebtedness, shares of our common stock and
subscription rights. These securities will have an aggregate initial public
offering price not to exceed $2,750,000,000 and will be offered and sold at
prices and on terms to be determined at the time of sale. The terms of any
offering will be set forth in one or more prospectus supplements to this
prospectus.
If we offer our common stock and/or subscription rights, the prospectus
supplement will also set forth the total number of shares offered, the offering
price and the terms of the offering. Our common stock trades on the New York
Stock Exchange under the symbol "MGG." On April 24, 2000, the closing price of
our common stock was $27.625 per share. Any subscription rights we issue will
be transferable, and we anticipate that the rights will be authorized for
trading on the NYSE.
If the offering is for debt securities, the prospectus supplement will set
forth the specific title, series, total principal amount, maturity, interest
rate (or the way interest is to be calculated), time of payment of interest,
whether the debt securities are to be represented by certificates, authorized
denominations, terms for redemption, sinking fund requirements, guarantees by
our subsidiaries, covenants and the initial public offering price. The
prospectus supplement will also contain information, where applicable, about
certain U.S. federal income tax considerations relating to the offered
securities.
-----------
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.
We may sell all or a portion of the offered securities directly, through
agents designated from time to time or to or through underwriters or dealers.
If any agents or underwriters are involved in the sale of the offered
securities, their names and any applicable purchase price, fee, commission or
discount arrangement between or among them, will be set forth, or will be
calculable from the information set forth, in the prospectus supplement. See
"Plan of Distribution." We will not sell any offered securities without
delivering a prospectus supplement describing the method and terms of the
offering of the offered securities.
The date of this prospectus is , 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus.................................................... 2
Forward Looking Statements............................................... 2
The Company.............................................................. 3
Use of Proceeds.......................................................... 4
Ratio of Earnings to Fixed Charges....................................... 4
Summary Historical Financial Data........................................ 5
Summary Unaudited Pro Forma Data......................................... 6
Comparative Historical and Pro Forma Selected Consolidated Financial
Data.................................................................... 7
Unaudited Proforma Financial Statements.................................. 8
Description of Our Long Term Debt........................................ 12
Description of Debt Securities........................................... 17
Description of Common Stock.............................................. 24
Plan of Distribution..................................................... 25
Legal Matters............................................................ 26
Experts.................................................................. 26
Where You Can Find More Information...................................... 26
Incorporation of Certain Information by Reference........................ 27
</TABLE>
----------------
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may from time to time over approximately the next two
years, sell any combination of the securities described in this prospectus in
one or more offerings up to a total dollar amount of $2,750,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement also may add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information" on page 26 below.
You should rely only on the information or representations incorporated by
reference or provided in this prospectus and in the accompanying prospectus
supplement. We have not authorized anyone to provide you with different
information. You may obtain copies of the Registration Statement, or any
document which we have filed as an exhibit to the Registration Statement or to
any other SEC filing, either from the SEC or from the Secretary of the company
as described under "Where You Can Find More Information" below. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or in
the accompanying prospectus supplement is accurate as of any date other than
the dates printed on the front of each such document.
FORWARD-LOOKING STATEMENTS
This prospectus contains or incorporates by reference forward-looking
statements, within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act. Forward-looking statements
typically can be identified by the use of forward-looking words, such as
"may," "will," "could," "project," "believe," "anticipate," "expect,"
"estimate," "continue," "potential," "plan," "intend," "forecast" and the
like. These statements appear in a number of places, both in this prospectus
and in the information incorporated by reference and include statements
regarding our current intentions, plans, strategies, beliefs and expectations.
Forward-looking statements do not guarantee future performance and involve
risks and uncertainties that could cause actual results to differ materially
from those anticipated. The information contained in this prospectus,
including the information incorporated by reference, identifies important
factors that could cause such differences.
2
<PAGE>
THE COMPANY
We are a leading operator of first class hotel and casino properties with
an emphasis on the total gaming and entertainment experience. We own and
operate the MGM Grand Las Vegas and the New York-New York Hotel and Casino,
two of the most prominent hotel/casinos on the Las Vegas Strip. We believe the
MGM Grand Las Vegas is one of the largest hotel/casinos in the world with
5,034 rooms, 171,500 square feet of gaming space and one of the largest arenas
in Las Vegas. We have completed an approximate $570 million master plan to
expand and transform the MGM Grand Las Vegas into "The City of Entertainment."
Our New York-New York property has 2,024 hotel rooms and 84,000 square feet of
gaming space. In Primm, Nevada, we own and operate the three hotel/casinos
that travelers first encounter on the principal route from Southern California
to Las Vegas. On July 29, 1999, we opened the MGM Grand Detroit interim casino
in Detroit, Michigan. We also own and operate the MGM Grand Hotel and Casino
in Darwin, Australia and operate three casinos in South Africa. We have also
announced plans to develop a casino resort in Atlantic City, New Jersey.
Recent Developments
On December 13, 1999, our board of directors approved a two-for-one split
of our common stock and declared a cash dividend of $.10 per share, after
giving effect to the stock split. The additional shares were distributed on
February 25, 2000 to stockholders of record on February 10, 2000. The cash
dividend was paid on March 1, 2000 to stockholders of record on February 10,
2000. All references to share and per share data in this prospectus have been
adjusted retroactively to give effect to the stock split. At the same time,
our board of directors increased the number of authorized shares of our common
stock from 75 million shares to 300 million shares. We do not intend to pay
any additional cash dividends for the forseeable future.
On March 6, 2000, we announced the signing of a definitive merger agreement
with Mirage Resorts, Incorporated, under which we will acquire all of the
outstanding shares of Mirage for $21 per share in cash. The transaction will
have a total equity value of approximately $4.4 billion. In addition, Mirage
has outstanding debt of approximately $2.0 billion. The transaction is subject
to the approval of Mirage shareholders and to the satisfaction of customary
closing conditions contained in the merger agreement, including the receipt of
all necessary regulatory and governmental approvals. The transaction will be
accounted for as a purchase and is anticipated to close in 2000. As a result
of the merger, Mirage will become our wholly owned subsidiary.
Mirage is a leading owner, developer and operator of casino-based resorts.
It owns and operates Bellagio, Mirage and Treasure Island on the Las Vegas
Strip; Golden Nugget in downtown Las Vegas; Golden Nugget-Laughlin in
Laughlin, Nevada; and Beau Rivage in Biloxi, Mississippi. Mirage also owns a
50% interest in a joint venture which owns and operates the Monte Carlo Resort
& Casino on the Las Vegas Strip. Mirage also intends to expand into the
Atlantic City, New Jersey market, where it owns land. For more information
about us and Mirage, see "Where You Can Find More Information" on page 26
below.
On April 11, 2000, we announced the execution of agreements with a group of
banks to provide $4.3 billion in credit facilities. The credit facilities
consist of a $2.0 billion five-year revolving facility, a $1.0 billion 364-day
revolving facility and a $1.3 billion one-year term loan. We expect to draw on
these facilities in connection with the pending acquisitions of Mirage. This
completes the commercial bank financing for the acquisition.
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 by Tracinda and its sole stockholder
decreased from approximately 64% to 60%.
3
<PAGE>
USE OF PROCEEDS
Unless otherwise specified in the prospectus supplement which accompanies
this prospectus, our net proceeds from the sale of the offered securities will
be used to provide a portion of the cash needed to complete the Mirage merger
and for general corporate purposes, which may include financing the
development and construction of new facilities, additions to working capital,
reductions of our indebtedness, financing of capital expenditures, potential
acquisitions and the repurchase of our common stock. Funds not immediately
required for such purposes may be invested in short-term investment grade
securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------
1995 1996 1997 1998 1999(2)
---- ---- ----- ---- -------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges(1).............. 1.65 2.78 10.11 2.94 2.73
</TABLE>
- --------
(1) For purposes of computing the foregoing ratios: (a) earnings consist of
income from continuing operations before income taxes and fixed charges,
adjusted to exclude capitalized interest, and (b) fixed charges consist
of interest, whether expensed or capitalized, amortization of debt
discount and issuance costs, our proportionate share of the interest cost
of 50%-owned joint ventures (such as the limited liability company which
owns New York-New York, of which we have owned 100% since March 1, 1999)
and the estimated interest component of rental expense.
(2) The pro forma ratio of earnings to fixed charges for 1999, giving effect
to our acquisition of Mirage, is 1.08. These 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 merger. We
expect to realize annual pre-tax cost savings of approximately $95
million (post-tax of approximately $61.8 million) related to duplicative
departments and redundant infrastructure and operating efficiencies upon
full integration of Mirage. These estimated benefits are based on
projections and assumptions, not actual experience. 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.
4
<PAGE>
SUMMARY HISTORICAL FINANCIAL DATA
MGM Grand and Mirage are providing the following financial information to
assist you in your analysis of the financial aspects of the merger. This
information is only a summary and you should read it in conjunction with the
historical financial statements and related notes contained in the annual
reports and other information that MGM Grand and Mirage have filed with the
Securities and Exchange Commission.
SUMMARY HISTORICAL FINANCIAL DATA OF MGM GRAND
(in thousands, except for per share data)
<TABLE>
<CAPTION>
At or for the year ended December 31,
------------------------------------------------------
1995 (A) 1996 (B) 1997 (C) 1998 1999 (D)
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net revenues............ $ 718,781 $ 800,189 $ 827,597 $ 773,863 $1,391,650
Operating income........ 103,823 129,294 190,970 131,574 209,868
Net income before
extraordinary items and
cumulative effect of
change in accounting
principle.............. 46,565 74,517 115,256 68,948 95,124
Cash dividends per
common share........... -- -- -- -- --
Diluted earnings per
share before
extraordinary items and
cumulative effect of
change in accounting
principle.............. $ 0.48 $ 0.68 $ 0.98 $ 0.61 $ 0.80
Weighted average common
and common equivalent
shares outstanding..... 97,088 108,514 117,670 112,684 120,086
Total assets............ $1,275,883 $1,275,121 $1,389,816 $1,768,958 $2,760,743
Long-term debt
(including current
portion)............... 551,099 83,391 57,830 544,874 1,318,841
Stockholders' equity.... 584,548 973,382 1,101,622 964,381 1,033,846
SUMMARY HISTORICAL FINANCIAL DATA OF MIRAGE
(in thousands, except for per share data)
<CAPTION>
At or for the year ended December 31,
------------------------------------------------------
1995 1996 1997 1998 (E) 1999 (F)
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net revenues............ $1,330,744 $1,367,544 $1,418,551 $1,523,729 $2,431,837
Operating income........ 284,087 312,670 326,041 152,105 305,027
Net income before
extraordinary items and
cumulative effect of
change in accounting
principle.............. 169,948 206,045 209,803 85,225 140,968
Cash dividends per
common share........... -- -- -- -- --
Diluted earnings per
share before
extraordinary items and
cumulative effect of
change in accounting
principle.............. $ 0.88 $ 1.05 $ 1.09 $ 0.45 $ 0.70
Weighted average common
and common equivalent
shares outstanding..... 192,331 196,683 192,536 190,964 200,240
Total assets............ $1,791,713 $2,143,490 $3,347,350 $4,530,202 $4,804,306
Long-term debt
(including current
portion)............... 249,063 468,593 1,397,655 2,378,911 2,210,279
Stockholders' equity.... 1,209,343 1,290,883 1,512,484 1,601,837 2,023,902
</TABLE>
- --------
(A) Includes a $5,942,000 pre-tax write-down for restructuring costs.
(B) Includes a $49,401,000 pre-tax write-down for the master plan asset
disposition and a $7,868,000 pre-tax charge for New York-New York hotel
preopening costs.
(C) Includes a $28,566,000 pre-tax write-down for the master plan asset
disposition.
(D) Includes a $71,495,000 pre-tax charge for MGM Grand Detroit, the Mansion
at the MGM Grand Las Vegas, and MGM Grand Atlantic City hotel preopening
costs as well as certain tender related costs.
(E) Includes a $88,313,000 pre-tax charge for Bellagio hotel preopening costs.
(F) Includes a $42,130,000 pre-tax charge for Beau Rivage hotel preopening
costs.
5
<PAGE>
SUMMARY UNAUDITED PRO FORMA DATA
The Mirage merger will be accounted for as a "purchase," which means that
the purchase price will be 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 1999 for both MGM Grand
and Mirage. The information is only a summary of the unaudited pro forma
financial information presented on pages 8 to 11 and you should read it in
conjunction with our historical financial statements (and related notes)
contained in the annual reports and other information that we have filed with
the Securities and Exchange Commission.
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 information beginning on page 10 for further discussion of the
assumptions we made to prepare this information.
PRO FORMA INCOME DATA:
<TABLE>
<CAPTION>
For the year ended
December 31, 1999
---------------------
(In thousands, except
per share amounts)
<S> <C>
Net revenues............................................. $ 3,823,487
Operating income......................................... 500,009
Net income before extraordinary items and cumulative
effect of change in accounting principle................ 91,487
Diluted earnings per share before extraordinary items and
cumulative effect of change in accounting principle..... 0.55(1)
Cash dividends per common share.......................... --
Weighted average common and common equivalent shares
outstanding............................................. 166,586
PRO FORMA BALANCE SHEET DATA:
<CAPTION>
At December 31, 1999
---------------------
(In thousands)
<S> <C>
Total assets............................................. $10,991,815
Long-term debt (including current portion)............... 6,698,281
Stockholders' equity..................................... 2,230,096
</TABLE>
- --------
(1) 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 merger. We expect to realize annual pre-tax cost
savings of approximately $95 million (post-tax of approximately $61.8
million or $0.37 per diluted share) related to duplicative departments
and redundant infrastructure and operating efficiencies upon full
integration of Mirage. These estimated benefits are based on projections
and assumptions, not actual experience. 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.
6
<PAGE>
COMPARATIVE HISTORICAL AND PRO FORMA SELECTED
CONSOLIDATED FINANCIAL DATA
We have summarized below the per share information of MGM Grand and Mirage
on a historical and pro forma combined basis. Mirage stockholders will receive
$21 from MGM Grand in exchange for each share of Mirage common stock. The
information set forth below is only a summary, and you should read it in
conjunction with the historical financial statements and related notes
contained in the annual reports and other information that MGM Grand and
Mirage have filed with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
MGM Grand Mirage MGM Grand
Historical Historical Pro Forma
---------- ---------- ---------
<S> <C> <C> <C>
Income per diluted share before extraordinary
items and cumulative effect of change in
accounting principle (1):
Year ended December 31, 1999............... $0.80 $0.70 $0.55(4)
Book value per share (2):
At December 31, 1999....................... 9.08 10.65 13.91
Cash dividends per share (3)................. -- -- --
</TABLE>
- --------
(1) The table above combines MGM Grand's results of operations for the fiscal
year ended December 31, 1999 with Mirage's results of operations for the
same period. The pro forma combined income per diluted share is based on
the combined weighted average number of common shares and common share
equivalents. Common share equivalents consist of common stock issuable
upon the exercise of outstanding options and warrants.
(2) Historical book value per share for both MGM Grand and Mirage was computed
by dividing total stockholders' equity at December 31, 1999 by the number
of common shares outstanding, excluding shares held in treasury, as of
those dates, respectively. MGM Grand pro forma book value per share was
computed by dividing pro forma stockholders' equity (See "Unaudited Pro
Forma Balance Sheet" on page 9) by the pro forma number of shares of MGM
Grand's common stock outstanding as of December 31, 1999 (without
including outstanding options). The pro forma number of shares of MGM
Grand's common stock outstanding was calculated as the sum of MGM Grand's
common stock outstanding and includes the April 2000 private equity
placement of $1.23 billion.
(3) Neither MGM Grand nor Mirage paid cash dividends during the periods
presented. MGM Grand paid a cash dividend of $0.10 per share on March 1,
2000 to shareholders of record on February 10, 2000.
(4) 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 merger. We expect to realize annual pre-tax cost
savings of approximately $95 million (post-tax of approximately $61.8
million or $0.37 per diluted share) related to duplicative departments
and redundant infrastructure and operating efficiencies upon full
integration of Mirage. These estimated benefits are based on projections
and assumptions, not actual experience. 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.
7
<PAGE>
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
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 29,164 -- 35,248
---------- ---------- --------- ----------
1,504,210 2,679,016 -- 4,183,226
Less: Promotional
allowances............. 112,560 247,179 -- 359,739
---------- ---------- --------- ----------
1,391,650 2,431,837 -- 3,823,487
---------- ---------- --------- ----------
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
Depreciation and
amortization........... 125,985 205,163 14,886 (b) 346,034
Preopening and other.... 71,495 42,130 -- 113,625
---------- ---------- --------- ----------
1,167,325 2,077,124 14,886 3,259,335
---------- ---------- --------- ----------
Operating Profit Before
Corporate Expense...... 224,325 354,713 (14,886) 564,152
Corporate expense....... 14,457 49,686 -- (a) 64,143
---------- ---------- --------- ----------
Operating income........ 209,868 305,027 (14,886) 500,009
---------- ---------- --------- ----------
Nonoperating Income
(Expense):
Interest income......... 2,142 6,126 -- 8,268
Interest expense, net of
amounts capitalized.... (59,853) (117,525) (199,567)(c) (376,945)
Interest expense from
unconsolidated
affiliate.............. (1,058) -- -- (1,058)
Other, net.............. (946) 24,462 -- 23,516
---------- ---------- --------- ----------
(59,715) (86,937) (199,567) (346,219)
---------- ---------- --------- ----------
Income Before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle.... 150,153 218,090 (214,453) 153,790
Provision for income
taxes.................. (55,029) (77,122) 69,848 (d) (62,303)
---------- ---------- --------- ----------
Net Income Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle............... $ 95,124 $ 140,968 $(144,605) $ 91,487
========== ========== ========= ==========
Per Share of Common
Stock:
Net Income per Basic
Share Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 0.82 $ 0.56 (a)
========== ==========
Net Income per Diluted
Share Before
Extrtaordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 0.80 $ 0.55 (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 DECEMBER 31, 1999
<TABLE>
<CAPTION>
MGM Grand Mirage Pro Forma MGM Grand
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 3) for Merger
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents............. $ 121,522 $ 139,488 $ -- $ 261,010
Accounts receivable,
net..................... 83,101 181,357 -- 264,458
Prepaid expenses and
other................... 32,598 35,948 -- 68,546
Inventories.............. 15,240 94,351 -- 109,591
Deferred tax asset....... 17,452 24,558 -- 42,010
---------- ---------- ----------- -----------
Total current assets... 269,913 475,702 -- 745,615
---------- ---------- ----------- -----------
PROPERTY AND EQUIPMENT,
NET...................... 2,390,524 4,095,217 2,628,543 (f) 9,114,284
OTHER ASSETS:
Investments in
unconsolidated
affiliates.............. 12,485 118,221 228,750 (g) 359,456
Excess of purchase price
over fair market value
of net assets acquired,
net..................... 36,550 6,912 515,451 (h) 558,913
Deposits and other
assets, net............. 51,271 108,254 54,022 (i) 213,547
---------- ---------- ----------- -----------
Total other assets..... 100,306 233,387 798,223 1,131,916
---------- ---------- ----------- -----------
$2,760,743 $4,804,306 $ 3,426,766 $10,991,815
========== ========== =========== ===========
LIABILITIES AND
STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable......... $ 38,018 $ 39,369 $ -- $ 77,387
Construction payable..... 7,896 12,063 -- 19,959
Income taxes payable..... 3,296 -- -- 3,296
Dividend payable......... 11,388 -- -- 11,388
Current obligation,
capital leases.......... 5,145 -- -- 5,145
Current obligation, long
term debt............... 7,852 246 -- 8,098
Accrued interest on long
term debt............... 18,915 32,615 -- 51,530
Other accrued
liabilities............. 197,580 240,204 175,000 (j) 612,784
---------- ---------- ----------- -----------
Total current
liabilities........... 290,090 324,497 175,000 789,587
---------- ---------- ----------- -----------
DEFERRED REVENUES......... 4,241 -- -- 4,241
DEFERRED INCOME TAXES..... 108,713 232,570 910,257 (k) 1,251,540
LONG TERM OBLIGATION,
CAPITAL LEASES........... 12,864 -- -- 12,864
LONG TERM DEBT............ 1,310,989 2,210,033 3,169,161 (l) 6,690,183
OTHER LIABILITIES......... -- 13,304 -- 13,304
COMMITMENTS AND
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock............. 1,384 940 (475)(m) 1,849
Capital in excess of par
value................... 1,261,625 1,083,459 112,326 (m) 2,457,410
Treasury stock, at
cost.................... (505,824) (316,385) 316,385 (m) (505,824)
Retained earnings........ 267,165 1,255,888 (1,255,888)(m) 267,165
Other comprehensive
income.................. 9,496 -- -- 9,496
---------- ---------- ----------- -----------
Total stockholders'
equity................ 1,033,846 2,023,902 (827,652) 2,230,096
---------- ---------- ----------- -----------
$2,760,743 $4,804,306 $ 3,426,766 $10,991,815
========== ========== =========== ===========
</TABLE>
9
<PAGE>
MGM GRAND, INC.
NOTES TO UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS
Note 1--Historical financial information for MGM Grand and Mirage for the year
ended December 31, 1999 have been derived from the MGM Grand and Mirage
historical financial statements. Included in the historical financial
information for MGM Grand are 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>
(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...... 2,116,879
Estimated transaction costs and expenses...................... 13,000
Other adjustments, net........................................ 175,000
----------
$6,699,690
==========
The preliminary allocation of the pro forma purchase price is
as follows:
Land.......................................................... $3,513,400
Property and equipment, net................................... 3,210,360
Goodwill...................................................... 515,451
Other, net.................................................... (539,521)
----------
$6,699,690
==========
</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 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 merger. We expect to realize annual pre-tax cost savings of
approximately $95 million (post-tax of approximately $61.8 million or $0.37
per diluted share) related to duplicative departments and redundant
infrastructure and operating efficiencies upon full integration of Mirage.
These estimated benefits are based on projections and assumptions, not actual
experience. 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
debt offerings totaling $5.1 billion minus the interest on the MGM Grand and
Mirage credit facilities (see Note l). Also includes the amortization expense
associated with $93.4 million of Mirage debt discount amortized over 6 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, Inc. shares issued based upon the
April 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 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 transaction after
allocating the purchase price to the fair value of Mirage's assets and
liabilities.
(i) Represents 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 transaction.
(k) Records the deferred tax effect of the pro forma balance sheet
adjustments, primarily related to land, buildings, furniture, fixtures and
equipment.
(l) Represents the anticipated proceeds from various debt offerings of
approximately $5.1 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
bank facilities, and $100 million is for financing costs. This amount is
offset by the debt discount of $93.4 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.
11
<PAGE>
DESCRIPTION OF OUR LONG TERM DEBT
Our Bank Credit Facility
Since 1996, we have had available to us a credit facility from a syndicate
of banks led by Bank of America, N.A. On July 23, 1997, we amended our
syndicated bank credit facility to make it a $1.25 billion senior revolving
credit facility which may be increased to $1.5 billion under its existing
terms. The credit facility has subsequently been amended several times in less
significant ways. The following description is a summary of the material
provisions of the credit facility, but it does not restate the credit facility
agreement in its entirety. We urge you to read the credit facility agreement,
which we have filed with the Securities and Exchange Commission (see "Where
You Can Find More Information" on page 26 below).
The credit facility is available:
(1) to finance capital improvements at MGM Grand Las Vegas in accordance
with our master plan with respect to that property, up to $850 million;
(2) to fund development costs for MGM Grand Atlantic City or other casino,
resort and hotel projects, or to invest in casino, resort and hotel
companies or projects, up to $1.0 billion;
(3) to fund our proposed project in Detroit, Michigan, up to $750 million;
and
(4) for general corporate purposes, including repurchases of our own common
stock, investments in qualified investments and other capital
expenditures, up to $750 million.
Commencing on December 31, 2001, availability under the credit facility
will decline in quarterly increments of the greater of $62.5 million or 5% of
the commitment amount under the credit facility, with the balance due on
December 31, 2002. We have the right to request one-year extensions, subject
to the consent of the lenders, which would have the effect of deferring
scheduled reductions in availability.
Interest on outstanding balances and commitment fees on unutilized
availabilities under the credit facility are determined by a formula based
either on our leverage ratio (which is the ratio of our total debt to
annualized cash flow) or the credit facility rating (which is the credit
rating then applicable to the credit facility), and in the case of interest
rates, on the basis of the Eurodollar or base rate existing at the time of
determination. As our leverage ratio declines, the interest rate and
commitment fees will also decline. We also pay certain underwriting and agency
fees in connection with the credit facility.
The credit facility is unconditionally guaranteed by each of our
subsidiaries except New York-New York, The Primadonna Company, LLC, PRMA, LLC,
New PRMA Las Vegas, Inc., MGM Grand Detroit II, LLC, MGM Grand-Bally's
Monorail Limited Liability Company, MGM Grand Australia, Inc. and our non-U.S.
subsidiaries and their U.S. holding companies which have no other assets or
operations. Our subsidiaries which do not guarantee the credit facility are
called the "facility nonguarantors" below. The credit facility is secured by
pledges of substantially all of our assets, including the stock of MGM Grand
Hotel, Inc. and MGM Grand Atlantic City, Inc., but not our interest in any
facility nonguarantor, and the assets of our subsidiaries other than the
facility nonguarantors. The guaranty given by MGM Grand Detroit, LLC, and the
pledge of its assets, are limited to the amount borrowed under the credit
facility which is made available to MGM Grand Detroit, LLC. The credit
facility can become unsecured, at our option, if it receives investment grade
ratings as unsecured debt from both Moody's and Standard & Poor's.
The credit facility contains certain customary events of default and
agreements, including limitations on additional debt, dividends, mergers and
asset sales and capital expenditures. It also restricts acquisitions and
similar transactions. As of March 23, 2000, approximately $680 million was
outstanding under the credit facility. Also, during May 1999, two letters of
credit were issued under the credit facility totaling approximately $50
million, which support municipal financing used to acquire land for a
permanent casino in Detroit.
The credit facility has been amended and restated in its entirety in
connection with our acquisition of Mirage as a new $2 billion senior revolving
credit facility. A description of the amended credit facility appears below on
page 14.
12
<PAGE>
Our Senior Secured Notes
In addition to the credit facility, we also have outstanding two series of
senior secured notes with a total principal amount of $500 million. One of
these series of senior secured notes has a total principal amount of $300
million, pays interest semiannually at a rate of 6.95% and matures on February
1, 2005. The other series of senior secured notes has a total principal amount
of $200 million, pays interest semiannually at a rate of 6 7/8% and matures on
February 6, 2008. The material terms of the two series of senior secured notes
are otherwise identical. The following description of our senior secured notes
is a summary of the material provisions of the indentures under which the
senior secured notes were issued, which have been filed with the Securities
and Exchange Commission (see "Where You Can Find More Information" on page 26
below).
The senior secured notes are our direct obligations, guaranteed by each of
our subsidiaries other than the facility nonguarantors. The senior secured
notes and these guarantees are secured by pledges of the same assets that are
pledged to secure the credit facility. The guaranty of MGM Grand Detroit, LLC
and the pledge of its assets are limited in the same way its guaranty and
pledge are limited under the credit facility. Under agreements binding the
banks that are party to the credit facility and the holders of the senior
secured notes, the collateral securing the credit facility and the senior
secured notes, and any proceeds of such collateral, must be divided equally
and ratably among the credit facility and the senior secured notes. The senior
secured notes and the guarantees can become unsecured, at our option, if the
credit facility becomes unsecured and the unsecured facility and the senior
secured notes each receive investment grade ratings from both Moody's and
Standard & Poor's unless the release of collateral will cause either credit
rating to fall below the rating given to the senior secured notes at the time
they were issued. Each of New York-New York, The Primadonna Company, LLC,
PRMA, LLC and New PRMA Las Vegas, Inc. will guaranty our senior secured notes
(although these subsidiaries do not now guaranty such notes) immediately
following the merger. In addition, Mirage and each of its subsidiaries will
guaranty our senior secured notes immediately following the merger.
The indentures contain certain events of default and agreements which are
customary with respect to investment grade debt securities, including
limitations on mergers, consolidations, and sale of substantially all assets
by us, and limitations on liens and sale and leaseback transactions by us or
our subsidiaries (other than the facility nonguarantors). The indentures also
contain limitations on certain asset sales which apply to us and our
subsidiaries other than some of the facility nonguarantors. The indentures do
not limit the amount of indebtedness we may incur.
The senior secured notes are redeemable at our option at any time at a
redemption price specified in the indenture. In addition, the asset sale
limitations in the indentures require us to either apply the proceeds of such
sales in certain ways specified in the indentures or use the proceeds to
redeem senior secured notes. The applicable gaming laws of the jurisdictions
in which we operate also include provisions which require, under certain
circumstances specified under those laws, that senior secured notes be
divested by holders who are found to be inappropriate under those laws. Except
as described in this paragraph, the senior secured notes do not include
redemption or sinking fund features.
We expect the senior secured notes will become unsecured and the collateral
securing them released when we receive investment grade ratings from both
Moody's and Standard & Poor's. Both agencies have indicated that such
investment grade ratings will be in effect on the date of the merger. However,
the indentures provide that if, following the release of the collateral
securing the senior secured notes, the notes fail to maintain investment grade
ratings from either Moody's or Standard & Poor's we must again secure the
notes with pledges of substantially all of our assets and those of the
guarantors.
MGM Grand Detroit II, LLC Interim Credit Facility
On March 31, 1999, MGM Grand Detroit II, LLC ("Detroit II"), obtained an
interim $230 million senior revolving credit facility from a syndicate of
banks led by Bank of America, N.A., which may be increased to $250 million
under its existing terms. The Detroit interim credit facility is secured by
pledges of substantially all
13
<PAGE>
assets of Detroit II. In addition, we have provided an unconditional guaranty
of the Detroit interim credit facility, but our guaranty is not secured. The
following is a summary of material provisions of the Detroit interim credit
facility, which has been filed with the Securities and Exchange Commission
(see "Where You Can Find More Information" on page 26 below), and is not
restated in its entirety herein.
The Detroit interim credit facility is available:
. to refinance funds previously invested by us in the interim casino
project in Detroit, Michigan;
. to finance the design, development and construction of the interim
casino;
. to finance up to $50 million of initial development expenses associated
with the proposed permanent hotel/casino project we are planning to
construct in Detroit, Michigan (if we choose to have the permanent
casino constructed by Detroit II); and
. to finance other capital expenditures, acquisitions and investments to
the extent permitted by the Detroit interim credit facility.
Interest on outstanding balances and commitment fees on unutilized
availabilities under the Detroit interim credit facility are determined by a
formula based on ratings given to our $1.25 billion credit facility (or, if
that credit facility has terminated, our senior unsecured debt) by Moody's and
Standard & Poor's, and in the case of interest rates, on the basis of the
Eurodollar or base rate existing at the time of determination.
Availability under the Detroit interim credit facility will decline in
quarterly increments of the greater of $19.2 million or 8 1/3% of the
commitment amount of the Detroit interim credit facility, commencing on
March 31, 2001. The Detroit interim credit facility matures on the earliest of
June 30, 2004, 45 months following the opening of the interim casino and the
date the permanent casino is opened for gaming customers.
The Detroit interim credit facility contains certain customary events of
default and agreements, including limitations with respect to additional debt,
dividends, mergers and asset sales and capital expenditures. It also restricts
acquisitions and similar transactions. As of March 23, 2000, approximately
$146 million was outstanding under the Detroit interim credit facility. We do
not expect the Detroit interim credit facility to be affected by our
acquisition of Mirage.
Our Amended Credit Facilities
We have available to us three new credit facilities, each from a syndicate
of banks led by Bank of America, N.A. The three bank credit facilities will
allow us to borrow up to $2 billion, $1 billion and $1.3 billion,
respectively. The $2 billion credit facility and the $1 billion credit
facility are both senior revolving credit facilities. This means that we will
be allowed to reborrow amounts we have borrowed and subsequently repaid under
each of these facilities. The $2 billion credit facility is an amendment and
restatement of our existing $1.25 billion bank credit facility which will
mature five years after the first day it is available to us, and the
$1 billion credit facility will mature 364 days after the first day it is
available to us. The $1.3 billion credit facility is a senior term loan, which
means that amounts borrowed and repaid by us under this credit facility cannot
be reborrowed. We will be required to repay the $1.3 billion credit facility
one year from the first day it is available to us.
The following description is a summary of the material provisions of the
three new bank credit facilities, but it does not restate the three credit
facility agreements in their entireties. We urge you to read the credit
facility agreements in the form executed, which we have filed with the
Securities and Exchange Commission.
Each credit facility is available:
. to refinance our existing debt, including our $1.25 billion syndicated
bank credit facility and the existing $1.75 billion credit facility
now available to Mirage;
14
<PAGE>
. to finance the purchase price of our acquisition of Mirage;
. to finance capital improvements at our properties and at the Mirage
properties following our acquisition of Mirage; and
. for working capital, acquisitions, investments in qualified
investments and repurchases of our own common stock.
In addition, we will have the right under the $2 billion credit facility to
obtain letters of credit not exceeding a specified aggregate amount, including
to support any commercial paper we may issue from time to time.
Interest on outstanding balances and commitment fees on unutilized
availability under each of the facilities will be determined by formulas based
on our senior unsecured debt ratings without credit enhancement (which is the
credit rating applicable to the facilities, as established by the credit
rating agencies Moody's and Standard & Poor's), and (in the case of interest
rates) on the basis of the Eurodollar or base rate existing at the time of
determination. We will also pay certain underwriting and agency fees in
connection with the facilities.
The facilities will be unconditionally guaranteed by each of our
subsidiaries except the facility nonguarantors provided, that each of New
York-New York, The Primadonna Company, LLC, PRMA, LLC and New PRMA Las Vegas,
Inc. will guaranty the bank credit facilities (although they do not guaranty
our existing $1.25 billion bank credit facility). The facilities will also be
unconditionally guaranteed by Mirage and each of its subsidiaries following
our acquisition of Mirage. The facilities and the guarantees will be
unsecured. However, the credit facility agreements restrict our ability to
encumber our assets (including the guarantors' assets) until the facilities
have been repaid and our right to borrow under them has ended.
The facilities contain events of default and agreements customary in credit
agreements of borrowers having investment grade credit ratings, including
limitations on mergers. The facilities also restrict our ability to sell any
of the Bellagio, Mirage or MGM Grand-Las Vegas hotel/casinos. In addition, the
$1.3 billion term loan credit facility will require us to use all of the
proceeds of any debt we incur or equity we issue after that credit facility
becomes available to pay down that credit facility (until it is paid in full).
The credit facilities and our senior notes will be unsecured as long as
each has an investment grade rating from both Moody's and Standard & Poor's.
Both Moody's and Standard & Poor's have indicated that such investment grade
rating will be in effect on the date of the merger.
Existing Unsecured Senior Notes of Mirage Resorts, Incorporated
Mirage has outstanding five series of senior unsecured notes. The Mirage
notes will remain outstanding as obligations of Mirage after we acquire
Mirage. Immediately following the merger, all of the Mirage subsidiaries and
all of our subsidiaries that are to guaranty our new bank credit facilities,
will also unconditionally guaranty all of the Mirage notes. The maturity
dates, annual interest rates and amounts outstanding under each series of
Mirage notes as of December 31, 1999 are as follows:
<TABLE>
<CAPTION>
Series Amount Outstanding
------ -------------------------
(in thousands of dollars)
<S> <C>
6-5/8% notes, due February 2005, net of
unamortized original issue discount of $817... $199,183
7-1/4% notes, due October 2006, net of
unamortized original issue discount of $247... $249,753
6-3/4% notes, due August 2007, net of
unamortized original issue discount of $739... $199,261
6-3/4% notes, due February 2008, net of
unamortized original issue discount of $909... $199,091
7-1/4% debentures, due August 2017, net of
unamortized original issue discount of $287... $ 99,713
</TABLE>
15
<PAGE>
The following description of the Mirage notes is a summary of the material
provisions of the indentures under which the Mirage notes were issued, which
have been filed with the Securities and Exchange Commission (see "Where You
Can Find More Information" at page 26 below).
The Mirage notes are the direct obligations of Mirage. The Mirage notes are
unsecured. However, the indentures under which the Mirage notes were issued
provide (with some exceptions) that if Mirage secures any of its debt to other
persons, then the Mirage notes must also be secured by the same collateral
equally and ratably with the secured debt.
The Mirage notes are redeemable, in whole or in part, at the option of
Mirage at any time at a redemption price equal to the greater of:
. 100% of the principal amount, or
. The sum of the present values of the remaining scheduled interest and
principal payments discounted to the date of redemption on a semiannual
basis at the Adjusted Treasury Rate (as defined),
plus, in either case, accrued interest to the redemption date. Except as
described under this heading, the Mirage notes do not include redemption or
sinking fund features.
The Mirage indentures contain certain events of default and agreements
which are customary with respect to investment grade debt securities,
including limitations on mergers, consolidations, sales of all or
substantially all of the assets of Mirage and sale and leaseback transactions
by Mirage or its subsidiaries. The indentures also contain limitations on
liens which apply to Mirage and its subsidiaries. The indentures do not limit
the amount of indebtedness Mirage may incur.
The applicable gaming laws of the jurisdictions in which Mirage operates
also include provisions which require, under certain circumstances specified
under those laws, that the Mirage notes be divested by holders who are found
to be unsuitable under those laws.
16
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following provides a general description of the terms of the debt
securities which we may issue. The particular terms of any debt securities
offered by any prospectus supplement and the extent, if any, to which the
general provisions set forth below may not apply will be described in the
prospectus supplement relating to those debt securities.
We filed a form of indenture as an exhibit to the registration statement of
which this prospectus is a part. The debt securities will be issued under one
or more indentures, each dated as of a date on or before the issuance of the
debt securities to which it relates and in the form filed, subject to any
amendments or supplements as we may adopt from time to time. Each indenture
will be entered into between us, as obligor, a trustee chosen by us and
qualified to act as a trustee under the Trust Indenture Act of 1939, and any
of our subsidiaries which guarantee our obligations under the indenture. You
should read the indenture because it, and not this description, will control
your rights as a holder of debt securities. The terms of the indenture are
also governed by the Trust Indenture Act.
General
The debt securities will be our direct obligations, which will be
unsecured, rank subordinate to our credit facilities, of which $680 million
was outstanding on March 23, 2000 and may rank subordinate to, equally with or
senior to our other indebtedness, including our senior notes, of which $500
million was outstanding on March 23, 2000. Our credit facilities will provide
that unsecured subordinated debt securities may be issued under an indenture
without limit as to aggregate principal amount, in one or more series, in each
case as established from time to time in or pursuant to authority granted by a
resolution from our board of directors or as established in one or more
indentures supplemental to the indenture. All debt securities of one series do
not need to be issued at the same time. Additionally, unless otherwise
provided, a series may be reopened, without the consent of the holders of the
debt securities of such series, for issuances of additional debt securities of
such series.
Terms of the Debt Securities
You should refer to the prospectus supplement for the following terms of
each series of the debt securities in respect of which this prospectus is
being delivered:
. the designation, aggregate principal amount and authorized denominations
of the series;
. the issue price as a percentage of the principal amount at which the
series will be issued and, if other than the principal amount thereof,
the portion of the principal amount thereof payable upon declaration of
acceleration of the maturity or upon redemption thereof and the rate or
rates at which original issue discount will accrue;
. the date or dates on which the series will mature;
. the rate or rates per annum, if any, at which the series will bear
interest;
. the times from which any interest will accrue, be payable and the record
dates pertaining thereto;
. the place or places where the principal and interest, if any, on the
series will be payable;
. any redemption or other special terms;
. the events of default and covenants relating to the debt securities
which are in addition to, modify or delete those described herein;
. whether the debt securities will be issued in certificated or book-entry
form, and the denominations thereof;
. if applicable, the terms of any right to convert debt securities into
shares of our common stock or other securities or property;
. provisions, if any, for the defeasance or discharge of certain of our
obligations with respect to such debt securities, which provisions may
be in addition to, in substitution for, or in modification of (or any
combination of the foregoing), the provisions of the indenture;
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. the manner in which the amounts of payment of principal of, premium, if
any, or any interest on such debt securities will be determined, if such
amounts may be determined by reference to an index based on a currency
or currencies other than that in which such debt securities are
denominated or designated to be payable or by reference to a commodity,
commodity index, stock exchange index or financial index;
. a discussion of any material and/or special United States federal income
tax considerations applicable to such debt securities;
. any depositaries, trustees, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt
securities other than those originally appointed;
. whether such debt securities will be issued in the form of one or more
global securities and whether such global securities are to be issuable
in a temporary global form or permanent global form;
. the terms, if any, on which such debt securities will be subordinate to
other debt;
. any listing or intended listing of the debt securities on a securities
exchange;
. the provisions, if any, relating to any guarantees of the debt
securities; and
. any other terms of the debt securities, which will not be inconsistent
with the provisions of the indenture.
Our debt securities may be sold at a discount below their principal amount.
Even if our debt securities are not issued at a discount below their principal
amount, these securities may, for United States federal income tax purposes,
be deemed to have been issued with original issue discount because of certain
interest payment or other characteristics. Special United States federal
income tax considerations applicable to debt securities issued with original
issue discount will be described in more detail in any applicable prospectus
supplement. In addition, special United States federal tax considerations or
other restrictions or terms applicable to any debt securities offered
exclusively to foreigners or denominated in a currency other than United
States dollars will also be set forth in the prospectus supplement, if
applicable.
Information About the Trustee
Our indenture provides that there may be more than one trustee, each with
respect to one or more series of debt securities. Any trustee under our
indenture may resign at any time or be removed with respect to one or more
series of debt securities, and a successor trustee may be appointed to act
with respect to such series. If two or more persons are acting as trustees
with respect to different series of debt securities, each trust shall be
separate and apart from the trust administered by any other trustee. Except as
indicated in this prospectus or any prospectus supplement, any action to be
taken by the trustee may be taken only with respect to the one or more series
of debt securities for which it is trustee under the indenture.
Merger, Consolidation or Sale of Assets
Our indenture does not allow us to consolidate or merge with or into, or
sell, assign, convey, transfer or lease our properties and assets,
substantially in their entirety, as computed on a consolidated basis, to
another corporation, person or entity unless:
. either we are the surviving person, in the case of a merger or
consolidation, or the successor or transferee is a corporation organized
under the laws of the United States, or any state thereof or the
District of Columbia and the successor or transferee corporation
expressly assumes, by supplemental indenture, all of our obligations
under the debt securities and the indenture; and
. no default or event of default exists immediately after such
transaction.
Denominations
Unless we specify in the prospectus supplement, the debt securities of any
series will be issuable only as debt securities in denominations of $1,000,
and any integral multiples thereof, and will be payable only in U.S. dollars.
The indenture also provides that debt securities of a series may be issuable
in global form. See "Global Securities" below.
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Registration and Transfer
If you surrender for transfer your registered debt securities at the office
or agency we maintain for such purpose, we will deliver, in the name you have
designated as transferee, one or more new debt securities of the same series
of like aggregate principal amount in such denominations as are authorized for
debt securities of such series and of a like maturity and with like terms and
conditions. You will not incur a service charge for any transfer or exchange
of debt securities, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with the transfer
or exchange.
We will not be required to:
. register, transfer or exchange debt securities of any series during a
period beginning with the opening of business 15 days before the day of
the transmission of a notice of redemption of debt securities of such
series selected for redemption, and ending at the close of business on
the day of the transmission; or
. register, transfer or exchange any debt security so selected for
redemption in whole or in part, except the unredeemed portion of any
debt security being redeemed in part.
Events of Default
Unless we inform you otherwise in the prospectus supplement, events of
default means any of the following:
. default in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of such default
for a period of 30 days;
. default in the payment of principal of or premium, if any, on any debt
security of that series when due;
. if applicable, default in the deposit of any sinking fund payment, when
and as due in respect of any debt security of that series;
. default in the performance, or breach, of any covenants or warranties in
the indenture if the default continues uncured for a period of 60 days
after written notice to us by the applicable trustee or to us and the
applicable trustee by the holders of at least 25% in principal amount of
the outstanding debt securities of that series as provided in the
indenture; and
. certain events of bankruptcy, insolvency or reorganization.
If an event of default for any series of debt securities, which are at that
time outstanding, occurs and continues, then the applicable trustee or the
holders of not less than 25% in principal amount of the outstanding debt
securities of that series may, by a notice in writing to us, and to the
applicable trustee if given by the holders, declare to be due and payable
immediately the principal, or, if the debt securities of that series are
discount securities, such portion of the principal amount as may be specified
in the terms of that series and premium, if any, of all debt securities of
that series.
At any time after a declaration of acceleration with respect to debt
securities of any series has been made, but before a judgment or decree for
payment of the money due has been obtained by the applicable trustee, the
holders of a majority in principal amount of the outstanding debt securities
of that series may, subject to our having paid or deposited with the trustee a
sum sufficient to pay overdue interest and principal which has become due
other than by acceleration and certain other conditions, rescind and annul
such acceleration if all events of default, other than the non-payment of
accelerated principal and premium, if any, with respect to debt securities of
that series, have been cured or waived as provided in the indenture. For
information as to waiver of defaults see the discussion set forth below under
"Modification and Waiver."
You should refer to our prospectus supplement with regard to any series of
debt securities that are discount securities for the particular provisions
relating to acceleration of a portion of the principal amount of such discount
securities upon the occurrence and continuation of an event of default.
The indenture provides that the trustee is not obligated to exercise any of
its rights or powers under the indenture at the request of any holder of
outstanding debt securities, unless the trustee receives indemnity
satisfactory to it against any loss, liability or expense. Subject to certain
rights of the trustee, the holders of a
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majority in principal amount of the outstanding debt securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or exercising any trust or
power conferred on the trustee with respect to the debt securities of that
series.
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise with respect to the indenture
or for the appointment of a receiver or trustee, or for any remedy under the
indenture, unless such holder shall have previously given to the applicable
trustee written notice of a continuing event of default with respect to debt
securities of that series and the holders of at least 25% in principal amount
of the outstanding debt securities of that series shall have made written
request, and offered reasonable indemnity, to such trustee to institute such
proceeding as trustee, and the trustee shall not have received from the
holders of a majority in principal amount of the outstanding debt securities
of that series direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days. However, the holder of any debt
security will have an absolute and unconditional right to receive payment of
the principal of, premium, if any, and any interest on such debt security on
or after the due dates expressed in such debt security and to institute suit
for the enforcement of any such payment.
We are required by the indenture, within 120 days after the end of each
fiscal year, to furnish to the trustee a statement as to compliance with the
indenture. The indenture provides that the trustee with respect to any series
of debt securities may withhold notice to the holders of debt securities of
such series of any default or event of default (except a default in payment on
any debt securities of such series) with respect to debt securities of such
series if and so long as a committee of its trust officers, in good faith,
determines that withholding such notice is in the interest of the holders of
debt securities of such series.
Modification and Waiver
We and the applicable trustee, at any time and from time to time, may
modify the indenture without prior notice to or consent of any holder of any
series of debt securities for any of the following purposes:
. to permit a successor corporation to assume our covenants and
obligations under the indenture and in such series of debt securities in
accordance with the terms of the indenture;
. to add to our covenants for the benefit of the holders of any series of
debt securities (and if the covenants are to be for the benefit of less
than all the series, we shall state that the covenants are expressly
being included solely for the benefit of the applicable series);
. to surrender any of our rights or powers conferred in the indenture;
. to add any additional events of default (and if the events of default
are to be applicable to less than all series, we shall state that the
events of default are expressly being included solely for the benefit of
the applicable series);
. to add to, change or eliminate any of the provisions of the indenture in
a manner that will become effective only when there is no outstanding
debt security which is entitled to the benefit of the provision and as
to which the modification would apply;
. to secure a series of debt securities or to provide that our obligations
under a series of debt securities or the indenture will be guaranteed
and the terms and conditions for the release or substitution of the
security or guarantee;
. to supplement any of the provisions of the indenture to the extent
needed to permit or facilitate the defeasance and discharge of a series
of debt securities in a manner that will not adversely affect the
interests of the holders of debt securities of that series or any other
series of debt securities issued under the indenture in any material
respect;
. to establish the form or terms of debt securities as permitted by the
indenture;
. to provide for the acceptance of appointment by a successor trustee
regarding one or more series of debt securities and to add to or change
any of the provisions of the indenture as is necessary to provide for
the administration of the trusts by more than one trustee;
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. to comply with the requirements of the Securities and Exchange
Commission in connection with qualification of the indenture under the
Trust Indenture Act;
. to cure any ambiguity;
. to correct or supplement any provision in the indenture which may be
defective or inconsistent with any other provision in the indenture;
. to eliminate any conflict between the terms of the indenture and the
debt securities and the Trust Indenture Act; or
. to make any other provisions with respect to matters or questions
arising under the indenture which will not be inconsistent with any
provision of the indenture as long as the new provisions do not
adversely affect in any material respect the interests of the holders of
any outstanding debt securities of any series created prior to the
modification.
We may also modify the indenture for any other purpose if we receive the
written consent of the holders of not less than a majority in principal amount
of the outstanding debt securities of each series affected by such
modification voting separately. However, we may not, without the consent of
the holder of each outstanding debt security of each series affected:
. change the stated maturity or reduce the principal amount or the rate of
interest, or extend the time for payment of interest of any debt
security or any premium payable upon the redemption of any debt
security, or change the stated maturity of, or reduce the amount of the
principal of a discount security that would be due and payable upon a
declaration of acceleration of the maturity of a discount security or
impair the right to institute suit for the enforcement of any payment on
or after the due date thereof (including, in the case of redemption, on
or after the redemption date), or alter any redemption provisions in a
manner adverse to the holders of such series of debt securities;
. reduce the percentage in principal amount of the outstanding debt
securities of a series where the consent of the holder is required for
any such amendment, supplemental indenture or waiver which is provided
for in the indenture;
. if applicable, adversely affect the right of a holder to convert any
debt security;
. modify any of the waiver provisions, except to increase any required
percentage or to provide that certain other provisions of the indenture
cannot be modified or waived without the consent of the holder of each
outstanding debt security which would be affected; or
. modify any provision described in the prospectus supplement as requiring
the consent of each affected holder of debt securities.
A modification which changes or eliminates any covenant or other provision
of the indenture with respect to one or more particular series of debt
securities, or which modifies the rights of the holders of debt securities of
a series with respect to such covenant or other provision, shall be deemed not
to affect the rights under the indenture of the holders of debt securities of
any other series.
The indenture provides that the holders of not less than a majority in
aggregate principal amount of the then outstanding debt securities of any
series, by notice to the relevant trustee, may on behalf of the holders of the
debt securities of such series waive any default and its consequences under
the indenture, except (1) a continuing default in the payment of interest on,
premium, if any, or the principal of, any such debt security held by a
nonconsenting holder or (2) a default in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the holder
of each outstanding debt security of each series affected.
Defeasance of Debt Securities or Certain Covenants in Certain Circumstances
Defeasance and Discharge. The indenture provides that we may be discharged
from any and all obligations under any debt securities other than:
. certain obligations to pay additional amounts, if any, upon the
occurrence of certain tax, assessment or governmental charge events
regarding payments on debt securities;
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. to register the transfer or exchange of debt securities;
. to replace stolen, lost or mutilated debt securities; or
. to maintain paying agencies and to hold money for payment in trust.
We may only defease and discharge all of our obligations under the debt
securities of any series if:
. we irrevocably deposit with the trustee, in trust, the amount, as
certified by an officers' certificate, of money and/or U.S. government
obligations that, through the payment of interest and principal in
respect thereof in accordance with their terms, will be sufficient to
pay and discharge each installment of principal and premium, if any and
any interest on, and any mandatory sinking fund payments in respect of,
the debt securities of such series on the dates such payments are due;
and
. we deliver to the trustee an opinion of counsel or a ruling from the
United States Internal Revenue Service, in either case to the effect
that holders of the debt securities of such series will not recognize
income, gain or loss for United States federal income tax purposes as a
result of such deposit, defeasance and discharge.
Defeasance of Certain Covenants. Upon compliance with certain conditions,
we may omit to comply with certain restrictive covenants contained in the
indenture or in the applicable prospectus supplement or any other restrictive
covenant relating to any series of debt securities provided for in a board
resolution or supplemental indenture which by its terms may be defeased
pursuant to the terms of such series of debt securities. Any omission to
comply with our obligations or covenants shall not constitute a default or
event of default with respect to any debt securities. In that event, you would
lose the protection of these covenants, but would gain the protection of
having money and/or U.S. government obligations set aside in trust to repay
the series of debt securities. We may only defease any covenants if, among
other requirements:
. we deposit with the trustee money and/or U.S. government obligations
that, through the payment of interest and principal in respect to such
obligations, in accordance with their terms, will provide money in an
amount, as certified by an officers' certificate, sufficient to pay
principal, premium, if any, and any interest on and any mandatory
sinking fund payments in respect of the debt securities of such series
on the dates such payments are due; and
. we deliver to the trustee an opinion of counsel or a ruling from the
United States Internal Revenue Service to the effect that the holders of
the debt securities of such series will not recognize income, gain or
loss, for United States federal income tax purposes, as a result of the
covenant defeasance.
Limited Liability of Certain Persons
The indenture provides that none of our past, present or future
stockholders, incorporators, employees, officers or directors, or of any
successor corporation or any of our affiliates shall have any personal
liability in respect of our obligations under the indenture or the debt
securities by reason of his, her or its status as such stockholder,
incorporator, employee, officer or director.
Mandatory Disposition Pursuant to Gaming Laws
The indenture provides that each holder and beneficial owner, by accepting
any of the debt securities subject thereto, shall be deemed to have agreed
that if the gaming authority of any jurisdiction of which we or any of our
subsidiaries conducts or proposes to conduct gaming, requires that a person
who is a holder or the beneficial owner of the debt securities be licensed,
qualified or found suitable under applicable gaming laws, such holder or
beneficial owner, as the case may be, shall apply for a license, qualification
or a finding of suitability within the required time period. If such person
fails to apply or become licensed or qualified or is found unsuitable, we
shall have the right, at our option:
. to require such person to dispose of its debt securities or beneficial
interest therein within 30 days of receipt of notice of our election or
such earlier date as may be requested or prescribed by such gaming
authority; or
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. to redeem such debt securities (possibly within less than 30 days
following the notice of redemption if so required or prescribed by the
applicable gaming authority) at a redemption price equal to
(1) the lesser of:
(a) such person's cost; and
(b) 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the earlier of the redemption date or the
date of the finding of unsuitability or failure to comply; or
(2) such other amount as may be required by applicable law or by order
of any applicable gaming authority.
We shall notify the trustee in writing of any such redemption as soon as
practicable. We shall not be responsible for any costs or expenses any such
holder may incur in connection with its application for a license,
qualification or a finding of suitability.
Conversion Rights
The terms and conditions, if any, upon which the debt securities are
convertible into common stock or other securities or property will be set
forth in the applicable prospectus supplement. Such terms will include the
conversion price (or manner of calculation thereof), the conversion period,
provisions as to whether conversion will be at our option or at the option of
the holders, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of such debt
securities.
Guarantee
The indenture provides that one or more of our subsidiaries may be a
guarantor and may "guarantee" the performance and punctual payment when due,
whether at stated maturity, by acceleration or otherwise, of all of our
obligations under the debt securities of any series and the indenture. The
liability of the guarantors will be independent of and not in consideration of
or contingent upon our liability or any other party obligated under the debt
securities or the indenture. A separate action or actions may be brought or
prosecuted against us or any other party obligated under the debt securities
or the indenture whether or not we or any other party obligated under the debt
securities or the indenture are joined in any such action or actions. However,
any guarantee will be limited to an amount not to exceed the maximum amount
that can be guaranteed by the guarantor without rendering the guarantee, as it
relates to such guarantor, original issue discountable under Section 548 of
the Federal Bankruptcy Code or any applicable provision of comparable state
law. This guarantee will be a continuing guarantee and will remain in full
force and effect until payment in full of all of the guaranteed obligations.
Payment and Paying Agents
We covenant and agree, for the benefit of each series of debt securities,
that we will duly and punctually pay the principal of, premium, if any, and
any interest on the debt securities in accordance with the terms of the debt
securities and the indenture. We will maintain an office or agency where debt
securities of that series may be presented or surrendered for payment, where
debt securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon us in respect of the debt
securities of that series and the indenture may be served.
Global Securities
The debt securities of any series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on
behalf of, a depositary identified in the applicable prospectus supplement
relating to such series. Global securities will be in registered form and may
be issued in either temporary or permanent form. The specific terms of the
depositary arrangement regarding a series of debt securities will be described
in the applicable prospectus supplement relating to such series.
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DESCRIPTION OF COMMON STOCK
Our authorized capital stock consists of 300 million shares of common
stock. As of March 9, 2000, there were 111,832,062 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.
Subscription Rights
The following description sets forth the general terms and provisions of
any subscription rights which may be issued and to which any prospectus
supplement may relate. The particular terms of the subscription rights and
extent, if any, to which such general provisions may not apply will be
described in the prospectus supplement relating to such subscription rights.
The subscription rights will be issued in connection with one or more
rights offerings. The subscription rights will be issued without charge to our
stockholders and will be transferable. The number of rights to be issued for
each outstanding share of our common stock as well as the subscription price
will be determined at the time of the rights offering, if any, and described
in the related prospectus supplement. We anticipate that the subscription
rights will be traded on the New York Stock Exchange, the exchange where our
common stock is traded.
We anticipate there will be two types of subscription privileges associated
with the subscription rights. Under the basic subscription privilege, a rights
holder would be entitled to purchase one share of common stock for each right
held. Under the oversubscription privilege, any rights holder who exercises
the basic subscription privilege for all rights held would be entitled to
subscribe for additional shares of common stock at the time the basic
subscription privilege is exercised. Shares will be available for the
oversubscription privilege to the extent that other rights holders do not
exercise their basic subscription privilege in full and will be subject to
proration if necessary. In each case, the rights holder must specify the
number of shares to be purchased and submit the subscription price to the
subscription agent.
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PLAN OF DISTRIBUTION
We may sell the offered securities as follows:
. directly to one or more purchasers;
. through agents;
. to and through one or more dealers;
. to and through one or more underwriters;
. through a distribution of subscription rights to our stockholders; or
. through a combination of any such methods of sale.
The distribution of the offered securities pursuant to any applicable
prospectus supplement may be effected from time to time in one or more
transactions either:
. at a fixed price or prices which may be changed;
. at market prices prevailing at the time of sale;
. at prices related to such prevailing market prices; or
. at negotiated prices.
Offers to purchase the offered securities may be solicited directly by us.
Offers to purchase may also be solicited by agents designated by us from time
to time. Any such agent, who may be deemed to be an "underwriter" as that term
is defined in the Securities Act, involved in the offer or sale of the offered
securities in respect of which this prospectus is delivered will be named, and
any commissions which shall be payable by us to such agent will be set forth,
in the applicable prospectus supplement.
If a dealer is utilized in the sale of the offered securities, we will sell
the securities to the dealer, as principal. The dealer, who may be deemed to
be an "underwriter" as that term is defined in the Securities Act, may then
resell the securities to the public at varying prices to be determined by such
dealer at the time of resale.
If an underwriter is, or underwriters are, utilized in the sale of the
offered securities, we will execute an underwriting agreement with such
underwriters at the time of such sale to them and the names of the
underwriters will be set forth in the applicable prospectus supplement, which
will be used by the underwriters to make resales of the offered securities. In
connection with the sale of offered securities, such underwriters may be
deemed to have received compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
debt securities and common stock for whom they may act as agents. Underwriters
may sell offered securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents. Any underwriting compensation paid by us to underwriters in
connection with the offering of securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set
forth in the applicable prospectus supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which they may be required to make in
respect thereof. Underwriters and agents may also engage in transactions with,
or perform services for us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers or other persons to solicit offers by certain
institutions to purchase offered securities from us pursuant to contracts
providing for payment and delivery on a future date or dates set forth in the
applicable prospectus supplement. Institutions with which such contracts may
be made may include, but are not limited to, commercial and savings
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banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others. The obligations of any purchaser under
any such contract will not be subject to any conditions except that the
purchase of offered securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject, and if
the offered securities are also being sold to underwriters, we shall have sold
to such underwriters the offered securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility
in respect to the validity or performance of such contracts. The prospectus
supplement relating to such contracts will set forth the price to be paid for
offered securities pursuant to such contracts, the commissions payable for
solicitation of such contracts and the date or dates in the future for
delivery of offered securities pursuant to such contracts.
The anticipated date of delivery of offered securities will be set forth in
the applicable prospectus supplement relating to each offer.
LEGAL MATTERS
Certain legal matters in connection with the validity of offered securities
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 14,618 shares of our common stock as of
March 23, 2000. Certain legal matters will be passed on for the underwriters
by Gibson, Dunn & Crutcher LLP, Los Angeles, California.
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.
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 or
Mirage at the office of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005. You may also read reports, proxy statements and
other information relating to Mirage at the offices of the Pacific Exchange at
310 Pine Street, San Francisco, California 94104.
We have filed a registration statement and related exhibits with the
Commission under the Securities Act of 1933. The registration statement
contains additional information about us and our debt securities and common
stock. You may inspect the registration statement and its exhibits without
charge at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and obtain copies, at prescribed rates, from the Commission.
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 Current Reports on Form 8-K dated February 23, 2000, February 28,
2000, March 6, 2000 and April 11, 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 on March 24, 2000; and
. Mirage Resorts, Incorporated Amended Registration Statement on Form 8-
A12B/A filed with the Commission on April 7, 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>
PART II
Information Not Required in Prospectus
Item 14. Other expenses of issuance and distribution
The following is a statement of estimated fees and expenses, other than
underwriting discounts and commissions, payable or reimbursable by MGM Grand,
Inc. in connection with the issuance and distribution of the offered
securities, subject to future contingencies.
<TABLE>
<S> <C>
Commission registration fee......................................... $ 726,000
Printing and shipping expenses...................................... 75,000
Accountants' fees and expenses...................................... 150,000
Legal fees and expenses............................................. 400,000
Blue Sky qualification fees and expenses............................ 20,000
Listing fees........................................................ 150,000
Trustee fees........................................................ 75,000
Miscellaneous ...................................................... 404,000
----------
Total........................................................... $2,000,000
==========
</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.
II-1
<PAGE>
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.
Item 16. Exhibits
<TABLE>
<C> <S>
*1 Form of Underwriting Agreement
2 Agreement and Plan of Merger, dated as of March 6, 2000, by and among
Mirage Resorts, Incorporated, MGM Grand, Inc. and MGMGMR Acquisition,
Inc. (incorporated by reference to exhibit 2 to MGM Grand's Current
Report on Form 8-K dated March 6, 2000.)
**4 Form of indenture, including form of debt securities
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
*8 Opinion re tax matters
**12 Computation of ratio of earnings to fixed charges
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
***25 Statement of eligibility of trustee on Form T-1
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with the offered securities.
** Previously filed.
*** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939, as amended.
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.
II-2
<PAGE>
(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.
(i) MGM Grand 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 MGM Grand pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act of 1933 shall 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 shall be deemed to be a new registration statement related 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.
(j) MGM Grand hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under section 305(b)(2) of the Act.
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 April
24, 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 April 24, 2000
____________________________________
J. Terrence Lanni
* Co-Chief Executive Officer April 24, 2000
____________________________________ and Director (Principal
John T. Redmond Executive Officer)
* Co-Chief Executive Officer April 24, 2000
____________________________________ and Director (Principal
Daniel M. Wade Executive Officer)
* President, Chief Financial April 24, 2000
____________________________________ Officer and Director
James J. Murren (Principal Financial and
Accounting Officer)
* Director April 24, 2000
____________________________________
James D. Aljian
* Director April 24, 2000
____________________________________
Fred Benninger
* Director April 24, 2000
____________________________________
Terry N. Christensen
* Director April 24, 2000
____________________________________
Glenn A. Cramer
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Director , 2000
____________________________________
Willie D. Davis
Director , 2000
____________________________________
Alexander M. Haig, Jr.
Director , 2000
____________________________________
Kirk Kerkorian
Director , 2000
____________________________________
Walter M. Sharp
* Director April 24, 2000
____________________________________
Alex Yemenidjian
* Director April 24, 2000
____________________________________
Jerome B. York
* By: /s/ Scott Langsner April 24, 2000
------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-5
<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 April
24, 2000.
MGM GRAND HOTEL, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle Executive Officer)
* Senior Vice President and April 24, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
* Director April 24, 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-6
<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 April 24, 2000.
MGM GRAND MOVIEWORLD, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle Executive Officer)
* Senior Vice President and April 24, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
Director , 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-7
<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 April
24, 2000.
GRAND LAUNDRY, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
William J. Hornbuckle Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
Director , 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-8
<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 April
24, 2000.
MGM GRAND MONORAIL, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
Daniel M. Wade Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
Director March , 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-9
<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 April
24, 2000.
MGM DIST., INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
Daniel M. Wade Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
Director March , 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-10
<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 April
24, 2000.
DESTRON, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
Robert V. Moon Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
Director March , 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-11
<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 April 24, 2000.
DESTRON MARKETING, INC.
By:
*
----------------------------------
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>
* President (Principal April 24, 2000
____________________________________ Executive Officer)
Robert V. Moon
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
* Director April 24, 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-12
<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 April 24, 2000.
MGM GRAND MERCHANDISING, INC.
By:
*
----------------------------------
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>
* President (Principal April 24, 2000
____________________________________ Executive Officer)
William J. Hornbuckle
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
* Director April 24, 2000
____________________________________
James J. Murren
* Director April 24, 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-13
<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 April 24, 2000.
MGM GRAND ENTERTAINMENT, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
Richard Sturm Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Daniel M. Wade
Director , 2000
____________________________________
James J. Murren
* Director April 24, 2000
____________________________________
John T. Redmond
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-14
<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 April 24, 2000.
MGM GRAND ATLANTIC CITY, INC.
By:
*
----------------------------------
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 April 24, 2000
____________________________________ Operating Officer (Principal
James J. Murren Executive Officer)
* Secretary/Treasurer and April 24, 2000
____________________________________ Chief Financial Officer
Scott Langsner (Principal Financial and
Accounting Officer)
* Chairman April 24, 2000
____________________________________
James J. Murren
* Director April 24, 2000
____________________________________
John T. Redmond
* Director April 24, 2000
____________________________________
Daniel M. Wade
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-15
<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 April 24, 2000.
MGM GRAND DEVELOPMENT, INC.
By:
*
----------------------------------
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>
* President and Chief April 24, 2000
____________________________________ Operating Officer (Principal
Kenneth A. Rosevear Executive Officer)
* Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman April 24, 2000
____________________________________
Kenneth A. Rosevear
* Director April 24, 2000
____________________________________
Scott Langsner
* By: /s/ Scott Langsner April 24, 2000
-------------------------------
Scott Langsner
Attorney-in-fact
</TABLE>
II-16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
MGMGMR Acquisition, 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 April 24, 2000.
MGMGMR ACQUISITION, INC.
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
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/ Scott Langsner President (Principal April 24, 2000
____________________________________ Executive Officer)
Scott Langsner
/s/ Scott Langsner Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Scott Langsner Director April 24, 2000
____________________________________
Scott Langsner
</TABLE>
II-17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #1 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 April
24, 2000.
MGM ACQUISITION CO. #1
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #2 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 April
24, 2000.
MGM ACQUISITION CO. #2
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #3 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 April
24, 2000.
MGM ACQUISITION CO. #3
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #4 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 April
24, 2000.
MGM ACQUISITION CO. #4
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #5 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 April
24, 2000.
MGM ACQUISITION CO. #5
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #6 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 April
24, 2000.
MGM ACQUISITION CO. #6
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #7 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 April
24, 2000.
MGM ACQUISITION CO. #7
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #8 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 April
24, 2000.
MGM ACQUISITION CO. #8
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #9 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 April
24, 2000.
MGM ACQUISITION CO. #9
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #10 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 April
24, 2000.
MGM ACQUISITION CO. #10
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #11 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 April
24, 2000.
MGM ACQUISITION CO. #11
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #12 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 April
24, 2000.
MGM ACQUISITION CO. #12
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #13 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 April
24, 2000.
MGM ACQUISITION CO. #13
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #14 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 April
24, 2000.
MGM ACQUISITION CO. #14
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #15 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 April
24, 2000.
MGM ACQUISITION CO. #15
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #16 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 April
24, 2000.
MGM ACQUISITION CO. #16
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #17 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 April
24, 2000.
MGM ACQUISITION CO. #17
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #18 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 April
24, 2000.
MGM ACQUISITION CO. #18
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #19 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 April
24, 2000.
MGM ACQUISITION CO. #19
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-36
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #20 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 April
24, 2000.
MGM ACQUISITION CO. #20
By:
/s/ Scott Langsner
----------------------------------
Scott Langsner
President, Secretary & Treasurer
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/ Scott Langsner President, Secretary & April 24, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive Officer
& Principal Financial and
Accounting Officer)
</TABLE>
II-37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, New
York-New York Hotel & Casino, LLC 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 April 24, 2000.
NEW YORK-NEW YORK HOTEL & CASINO,
LLC
By:
/s/ Dave Cacci
----------------------------------
Dave Cacci
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James Murren and Scott Langsner their
true and lawful attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and any additional Registration Statements pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitution
or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Dave Cacci President April 24, 2000
____________________________________ (Principal Executive
Dave Cacci Officer)
/s/ Scott Langsner Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman April 24, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director April 24, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director April 24, 2000
____________________________________
John T. Redmond
</TABLE>
II-38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
PRMA, LLC 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 April
24, 2000.
PRMA, LLC
By:
/s/ John T. Redmond
----------------------------------
John T. Redmond
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James Murren and Scott Langsner their
true and lawful attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and any additional Registration Statements pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitution
or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ John T. Redmond President April 24, 2000
____________________________________ (Principal Executive
John T. Redmond Officer)
/s/ Scott Langsner Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ John T. Redmond Chairman April 24, 2000
____________________________________
John T. Redmond
/s/ James J. Murren Director April 24, 2000
____________________________________
James J. Murren
/s/ Daniel M. Wade Director April 24, 2000
____________________________________
Daniel M. Wade
</TABLE>
II-39
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, New
PRMA Las Vegas, 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 April
24, 2000.
NEW PRMA LAS VEGAS, INC.
By:
/s/ Daniel M. Wade
----------------------------------
Daniel M. Wade
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James Murren and Scott Langsner their
true and lawful attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and any additional Registration Statements pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitution
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 April 24, 2000
____________________________________ (Principal Executive
Daniel M. Wade Officer)
/s/ Scott Langsner Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ Daniel M. Wade Chairman April 24, 2000
____________________________________
Daniel M. Wade
/s/ James J. Murren Director April 24, 2000
____________________________________
James J. Murren
/s/ John T. Redmond Director April 24, 2000
____________________________________
John T. Redmond
</TABLE>
II-40
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Primadonna Company, LLC 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 April 24, 2000.
THE PRIMADONNA COMPANY, LLC
By:
/s/ George Boyer
----------------------------------
George Boyer
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James Murren and Scott Langsner their
true and lawful attorneys-in-fact and agents, each with full power and
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and any additional Registration Statements pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitution
or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ George Boyer President April 24, 2000
____________________________________ (Principal Executive
George Boyer Officer)
/s/ Scott Langsner Secretary/Treasurer April 24, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
/s/ John T. Redmond Chairman April 24, 2000
____________________________________
John T. Redmond
/s/ James J. Murren Director April 24, 2000
____________________________________
James J. Murren
/s/ Daniel M. Wade Director April 24, 2000
____________________________________
Daniel M. Wade
</TABLE>
II-41
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
*1 Form of Underwriting Agreement
2 Agreement and Plan of Merger, dated as of March 6, 2000, by and among
Mirage Resorts, Incorporated, MGM Grand, Inc. and MGMGMR Acquisition,
Inc. (incorporated by reference to exhibit 2 to MGM Grand's Current
Report on Form 8-K dated March 6, 2000.)
**4 Form of indenture, including form of debt securities
5 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
*8 Opinion re tax matters
**12 Computation of ratio of earnings to fixed charges
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
***25 Statement of eligibility of trustee on Form T-1
</TABLE>
- --------
* To be filed by amendment or as an exhibit to a document to be incorporated
by reference herein in connection with the offered securities.
** Previously filed.
*** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of
1939, as amended.
<PAGE>
Page 1 of 3
EXHIBIT 5
---------
[Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP Letterhead]
April 24, 2000
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Re: Registration of up to $2,750,000,000 of Securities
of MGM Grand, Inc.
Ladies and Gentlemen:
At your request, we have examined Amendment No. 1 to the Registration
Statement on Form S-3, File No. 333-33200 (the "Registration Statement"), being
filed with the Securities and Exchange Commission by MGM Grand, Inc., a Delaware
corporation (the "Company"), and certain of its subsidiaries (the
"Subsidiaries"), in connection with the registration under the Securities Act of
1933, as amended, of up to $2,750,000,000 aggregate offering price of securities
(the "Securities") consisting of (i) one or more series of debt securities of
the Company (the "Debt Securities") which may be guaranteed by one or more
Subsidiaries (the "Guarantees"), (ii) shares of common stock, par value $.01 per
share, of the Company (the "Common Stock"), and (iii) the Guarantees. We also
have examined the form of Indenture relating to the Debt Securities which is
filed as an exhibit to the Registration Statement.
In our capacity as counsel for the Company in connection with such
Registration Statement, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization and issuance of
the Securities and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed and that
the terms of each issuance will otherwise be in compliance with applicable law.
In addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for the purposes of this
opinion.
We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware and the internal laws of
the State of California and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or as to any matters of municipal law or the laws of any other
local agencies within any state. We have assumed that to the extent any of the
Securities or agreements and undertakings of the Company or the Subsidiaries in
furtherance of the Securities contain provisions which require compliance with
laws other than the General Corporation Law of the State of Delaware or the
internal laws of the State of California, such compliance has occurred.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies. In
addition, we have been furnished with, and with your consent have relied upon,
certificates of officers of the Company and the Subsidiaries with respect to
certain factual matters. We have also obtained and relied upon such
<PAGE>
Page 2 of 3
certificates and assurances from public officials as we have deemed necessary.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
1. Upon: (i) establishment by the Board of Directors of the Company (the
"Company Board of Directors") of the terms, conditions and provisions of any
Debt Securities; and (ii) due authorization by the Company Board of Directors of
such Debt Securities for issuance at a price to be set by the Company Board of
Directors, the Debt Securities will be duly authorized by the Company; and when
the Debt Securities have been duly established by the Indenture, duly
authenticated by the Trustee and duly executed and delivered on behalf of the
Company against payment therefor in accordance with the terms and provisions of
the Indenture and as contemplated by the Registration Statement, the Debt
Securities will be validly issued and will constitute valid, binding and
enforceable obligations of the Company.
2. Upon due authorization by the Company Board of Directors of a
designated number of shares of Common Stock for issuance at a price to be set by
the Company Board of Directors (including any Common Stock to be issued upon
conversion of Debt Securities) and assuming that the Company has authorized but
unissued shares of Common Stock remaining under its Certificate of
Incorporation, the Common Stock to be offered and sold by the Company under the
Registration Statement will be duly authorized, and upon issuance, and delivery
of and payment therefor in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
3. Upon: (i) establishment by the Board of Directors of the Subsidiaries
(the "Subsidiary Boards of Directors") of the terms, conditions and provisions
of any Guarantees to be issued by such Subsidiaries; and (ii) due authorization
by the Subsidiary Boards of Directors of such Guarantors, the Guarantees will be
duly authorized by the applicable Subsidiaries; and when the Guarantees have
been duly established by the Indenture and the Debt Securities to be guaranteed
by the Guarantees have been duly authenticated by the Trustee and duly executed
and delivered by the Company against payment therefor in accordance with the
terms and provisions of the Indenture and as contemplated by the Registration
Statement, the Guarantees will be validly issued and will constitute valid,
binding and enforceable obligations of the Subsidiaries which are parties to the
Guarantees.
The opinions expressed above in paragraphs 1 and 3 above are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws or
equitable principles relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and the
discretion of the court before which any proceeding therefore may be brought
(iii) limitations imposed by California or federal law or equitable principles
on the availability of specific performance, injunctive relief or other
equitable remedies; (iv) we advise you that a California court may not strictly
enforce certain covenants contained in the Indenture or allow acceleration of
the maturity of the indebtedness evidenced by the Debt Securities if it
concludes that such enforcement or acceleration would be unreasonable under the
then existing circumstances; (v) certain rights, remedies and waivers contained
in the Indenture and the Guarantees may be limited or rendered ineffective by
applicable California laws or judicial decisions governing such provisions; and
(vi) we express no opinion with respect to whether acceleration of Debt
Securities may affect the collectibility of any portion of the stated principal
amount thereof which might be determined to constitute unearned interest
thereon.
To the extent that the obligations of the Company under the Indenture or
the obligations of subsidiaries of the Company under any Guarantees may be
<PAGE>
Page 3 of 3
dependent upon such matters, we assume for purposes of this opinion that the
Trustee will be duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee will be duly
qualified to engage in the activities contemplated by the Indenture; that the
Indenture will be duly authorized, executed and delivered by the Trustee and
will constitute the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee will be in compliance generally with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee will have the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the prospectus included therein.
Very truly yours,
/s/ CHRISTENSEN, MILLER, FINK, JACOBS,
GLASER, WEIL & SHAPIRO, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our reports dated January 20,
2000 (except with respect to the matter discussed in Note 11, as to which the
date is March 1, 2000), incorporated by reference in MGM Grand, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999, and to all
references to our Firm included in or made a part of this Registration
Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 24, 2000
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 24,
2000, included in Mirage Resorts, Incorporated's Annual Report on Form 10-K
for the year ended December 31, 1999 and to all references to our Firm
included in or made a part of this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 24, 2000
