<PAGE>
As filed with the Securities and Exchange Commission on October 16, 2000
Registration No. 333-47412
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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<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
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
----------------
Scott Langsner
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Janet S. McCloud, Esq.
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, California 90067
(310) 553-3000
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement as determined
by market conditions and other factors.
----------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<PAGE>
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
ENTITY JURISDICTION OF INCORP. TAX I.D.
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<S> <C> <C>
MGM Grand Hotel, Inc. ...................... Nevada 88-0108587
MGM Grand Movieworld, Inc. ................. Nevada 88-0260416
Grand Laundry, Inc. ........................ Nevada 88-0298834
Destron, Inc. .............................. Nevada 88-0234293
Destron Marketing, Inc. .................... Nevada 88-0330790
MGM Grand Merchandising, Inc. .............. Nevada 88-0339740
MGM Grand Atlantic City, Inc. .............. New Jersey 88-0354792
MGM MIRAGE Development, Inc. ............... Nevada 88-0368826
MGM Grand Detroit, Inc. .................... Delaware 91-1829501
New York-New York Hotel & Casino, LLC....... Nevada 88-0329896
Metropolitan Marketing, LLC................. Nevada 22-3756320
The Primadonna Company, LLC................. Nevada 88-0430016
PRMA, LLC................................... Nevada 88-0430017
PRMA Land Development Company............... Nevada 88-0325842
PRMA-MS, Inc................................ Mississippi 88-0377915
New PRMA Las Vegas, Inc. ................... Nevada 88-0430015
Mirage Resorts, Incorporated................ Nevada 88-0058016
AC Holding Corp. ........................... Nevada 88-0220212
AC Holding Corp. II......................... Nevada 88-0220229
The April Cook Companies.................... Nevada 88-0401505
MGM MIRAGE Design Group..................... Nevada 88-0406202
Beau Rivage Distribution Corp. ............. Mississippi 64-0898763
Beau Rivage Resorts, Inc. .................. Mississippi 88-0340296
Bellagio, LLC............................... Nevada 94-3373852
Boardwalk Casino, Inc. ..................... Nevada 88-0304201
GNL, Corp. ................................. Nevada 88-0237066
GNLV, Corp. ................................ Nevada 88-0135579
Golden Nugget Aviation Corp. ............... Nevada 88-0173596
Golden Nugget Manufacturing Corp. .......... Nevada 88-0195439
LV Concrete Corp. .......................... Nevada 88-0337406
MAC, Corp. ................................. New Jersey 22-3424950
MH, Inc. ................................... Nevada 88-0245162
The Mirage Casino-Hotel..................... Nevada 88-0224157
Mirage Leasing Corp. ....................... Nevada 88-0424843
MRGS Corp. ................................. Nevada 88-0321295
Restaurant Ventures of Nevada, Inc. ........ Nevada 88-0376749
Treasure Island Corp. ...................... Nevada 88-0279092
Beau Rivage Marketing Corp. ................ Nevada 58-2384341
Bungalow, Inc. ............................. Mississippi 64-0410882
Country Star Las Vegas, LLC................. Nevada 88-0352410
DAP Corporation............................. Pennsylvania 23-2257393
EGARIM, Inc. ............................... Alabama 88-0310857
GN Marketing Corp. ......................... New York 88-0227856
GNLV Marketing Corp.--Canada................ Nevada 88-0279815
GNS Finance Corp. .......................... Nevada 88-0235356
Golden Nugget (ASIA) Ltd. .................. Nevada 88-0186785
MGM Acquisition Co. #30..................... Nevada 88-0460192
Golden Nugget Finance Corp. ................ Nevada 88-0225681
MGM Acquisition Co. #32..................... Nevada 88-0460194
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Golden Nugget Marketing Corp. ........................... California 94-2931670
Golden Nugget Marketing Corp. ........................... Texas 74-2289642
Golden Nugget Marketing Corp.--Illinois.................. Nevada 88-0279814
MCD Gaming Corp. ........................................ Michigan 38-3365594
M.I.R. Travel............................................ Nevada 88-0276369
MGM MIRAGE Entertainment and Sports...................... Nevada 88-0245169
The Mirage-Golden Nugget Hong Kong, Ltd.................. Nevada 88-0256446
The Mirage-Golden Nugget Taiwan, Ltd..................... Nevada 88-0271601
Mirage Hawaii Marketing Corp. ........................... Nevada 88-0277611
Mirage International..................................... Nevada 86-0868640
Mirage Laundry Services Corp. ........................... Nevada 88-0287118
Mirage Resorts of Maryland, Inc. ........................ Maryland 52-1936504
MGM MIRAGE Retail........................................ Nevada 88-0385232
Mirage Resorts Risk Management........................... Nevada 88-0220450
MGM Acquisition Co. #47.................................. Nevada 88-0460210
MGM Acquisition Co. #48.................................. Nevada 88-0460211
SHCR Corp. .............................................. Texas 76-0436501
See Saw Sign Corp. ...................................... Nevada 88-0245164
Treasure Island Productions, Inc. ....................... Nevada 88-0303757
MGM MIRAGE Advertising, Inc. ............................ Nevada 88-0162200
VidiAd................................................... Nevada 88-0428375
MGM Acquisition Co. #54.................................. Nevada 88-0460217
MGM Acquisition Co. #55.................................. Nevada 88-0460218
MGM Acquisition Co. #56.................................. Nevada 88-0460219
MGM MIRAGE Operations, Inc............................... Nevada 88-0472992
MGM MIRAGE Restaurant Development, LLC................... Nevada Applied For
</TABLE>
<PAGE>
PROSPECTUS
$50,000,000
[LOGO APPEARS HERE]
9 3/4% Senior Subordinated Notes due 2007
-------------------
Of the $710 million of our 9 3/4% senior subordinated notes issued in May
2000 in connection with our acquisition of Mirage Resorts, Incorporated, $50
million were purchased by Kirk Kerkorian, our principal stockholder. The notes
included in this prospectus are held and are being offered by Mr. Kerkorian.
We will not receive any of the proceeds from the sale of the notes included in
this prospectus. A summary of the terms of the notes is set forth below.
The Senior Subordinated Notes:
. Maturity: The notes mature on June 1, 2007.
. Interest Payments: The notes pay interest semi-annually in cash in arrears
on June 1 and December 1, starting on December 1, 2000.
. Ranking: The notes and guarantees are general unsecured senior subordinated
obligations of MGM MIRAGE and each guarantor, respectively. The notes and
guarantees rank junior to all existing and future senior indebtedness and
will rank pari passu with or senior to all other existing or future
indebtedness of MGM MIRAGE and each guarantor, respectively.
. Guarantees: The notes are unconditionally guaranteed, jointly and severally,
on a senior subordinated basis by all of our wholly owned U.S. subsidiaries
except for U.S. holding companies of our foreign subsidiaries.
. Optional Redemption: We may redeem the notes in whole, but not in part, at
any time prior to their maturity at the redemption prices described more
fully in this prospectus.
This investment involves risks. See "Risk Factors" beginning on page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes 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 notes offered. Any representation to the contrary is unlawful.
The Attorney General of the State of New York has not passed upon or
endorsed the merits of this offering. Any representation to the contrary is
unlawful.
The date of this prospectus is October 17, 2000.
<PAGE>
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors............................................................... 1
The Company................................................................ 6
Use of Proceeds............................................................ 6
Selling Security Holder.................................................... 6
Ratio of Earnings to Fixed Charges......................................... 6
Capitalization............................................................. 7
Unaudited Pro Forma Financial Statements................................... 8
Notes to Unaudited Pro Forma Financial Statements.......................... 10
Regulation and Licensing................................................... 12
</TABLE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
Description of the Notes................................................. 21
Plan of Distribution..................................................... 37
Legal Matters............................................................ 38
Experts.................................................................. 38
Forward-Looking Statements............................................... 38
Where You Can Find More Information...................................... 39
Incorporation of Certain Information by Reference........................ 40
Appendix I--Description of Debt Securities from our Prospectus dated May
5, 2000................................................................. A-1
</TABLE>
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You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. The selling security holder will offer the notes
and seek offers to buy the notes only in jurisdictions where offers and sales
are permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front of these documents
regardless of the time of delivery of this prospectus or any sale of the
notes.
i
<PAGE>
RISK FACTORS
Before you invest in the notes, you should be aware that such investment
carries various risks, including those described below. We urge you to
carefully consider these risk factors, together with all of the other
information included and incorporated by reference in this prospectus, before
you decide to invest in the notes.
Risks Related to the Notes
The right to receive payments on the notes and the guarantees will be junior
to most of our existing and future borrowings.
The notes and guarantees will rank behind all existing and future senior
indebtedness of MGM MIRAGE and each guarantor, respectively, including the
debt incurred under our existing senior credit facilities. As of September 15,
2000, the notes and guarantees were subordinated to approximately $5.4 billion
of senior indebtedness and effectively subordinated to $141.5 million of
indebtedness of our subsidiaries that are not guarantors. The indenture
governing the notes does not limit our ability to incur substantial additional
senior indebtedness, including under the senior credit facilities or other
subsidiary indebtedness. If we file for bankruptcy, liquidate or dissolve, our
assets would be available to pay obligations in respect of the notes only
after we pay all of our senior indebtedness. We may not have sufficient assets
remaining to make any payments in respect of the notes. In addition, if we
default on our senior indebtedness, we may be prohibited, under the terms of
the notes and guarantees, from making any payments on the notes and
guarantees. The term "senior indebtedness," as it applies to the notes and
guarantees, is defined in "Description of the Notes--Certain Definitions." The
indenture does not limit liens securing senior indebtedness and, in the event
of certain downgradings by rating agencies, the terms of our new senior credit
facilities and outstanding senior notes would require us to grant liens
securing such indebtedness.
Our substantial indebtedness could adversely affect our operations and
financial results and impair our ability to satisfy our obligations under the
notes.
We have approximately $6.3 billion of indebtedness. See "Capitalization."
The notes do not restrict our ability to borrow substantial additional
funds in the future that may be senior to the notes, and the notes provide
holders only limited protection should we be involved in a highly leveraged
transaction. If we incur additional indebtedness, it could increase the
related risks that we face.
Our indebtedness could have important consequences to you. For example, it
could:
. increase our vulnerability to general adverse economic and industry
conditions;
. require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures and other general corporate activities;
. limit our flexibility in planning for, or reacting to, changes in our
business and industry;
. limit our ability to borrow additional funds; and
. place us at a competitive disadvantage compared to other less leveraged
competitors.
Servicing our indebtedness will require a significant amount of cash and our
ability to generate sufficient cash depends on many factors, some of which are
beyond our control.
Our ability to make payments on and to refinance our indebtedness and to
fund planned capital expenditures depends on our ability to generate cash flow
in the future. This, to some extent, is subject to general economic,
financial, competitive, legislative and regulatory factors and other factors
that are beyond our control. In addition,
1
<PAGE>
our ability to borrow funds under our senior credit facilities in the future
will depend on our meeting the financial covenants in the agreements,
including a minimum interest coverage test and a maximum leverage ratio test.
We cannot assure you that our business will generate cash flow from operations
or that future borrowings will be available to us under our senior credit
facilities in an amount sufficient to enable us to pay our indebtedness or to
fund our other liquidity needs. As a result, we may need to refinance all or a
portion of our indebtedness on or before maturity. Our $1.0 billion 364-day
senior revolving credit facility (which we can extend upon receipt of approval
from our bank group) and our $461 million senior term loan facility mature
during the second quarter of 2001. We cannot assure you that we will be able
to extend or refinance any of our indebtedness on favorable terms or at all.
Our inability to generate sufficient cash flow or refinance our indebtedness
on favorable terms could have a material adverse effect on our financial
condition.
Fraudulent conveyance statutes allow courts, under specific circumstances, to
avoid subsidiary guarantees.
Various fraudulent conveyance and similar laws have been enacted for the
protection of creditors and may be utilized by courts to avoid or limit the
guarantees of the notes by our subsidiaries. The requirements for establishing
a fraudulent conveyance vary depending on the law of the jurisdiction that is
being applied. Generally, if in a bankruptcy, reorganization or other judicial
proceeding, a court were to find that the guarantor received less than
reasonably equivalent value or fair consideration for incurring indebtedness
evidenced by guarantees, and either
. was insolvent at the time of the incurrence of such indebtedness,
. was rendered insolvent by reason of incurring such indebtedness,
. was at such time engaged or about to engage in a business or transaction
for which its assets constituted unreasonably small capital, or
. intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they matured,
such court could, with respect to the guarantor, declare void in whole or in
part the obligations of such guarantor under the guarantees. Any payment by
such guarantor pursuant to its guarantee could also be required to be returned
to it, or to a fund for the benefit of its creditors. Generally, an entity
will be considered insolvent if the sum of its respective debts is greater
than the fair saleable value of all of its property at a fair valuation or if
the present fair saleable value of its assets is less than the amount that
will be required to pay its probable liability on its existing debts, as they
become absolute and mature.
We, meaning only MGM MIRAGE, have no operations of our own and derive all
of our revenue from our subsidiaries. If a guarantee of the notes by a
subsidiary were avoided as a fraudulent transfer, holders of other
indebtedness of, and trade creditors of, that subsidiary would generally be
entitled to payment of their claims from the assets of the subsidiary before
such assets could be made available for distribution to us to satisfy our own
obligations. The indenture for the notes will not limit the incurrence of
additional indebtedness by us and our subsidiaries or limit investments by us
in our subsidiaries.
We may require you to dispose of your notes or redeem your notes if any gaming
authority finds you unsuitable to hold them.
We may require you to dispose of your notes or redeem your notes if any
gaming authority finds you unsuitable to hold them or in order to otherwise
comply with any gaming laws to which we or any of our subsidiaries are or may
become subject, as more fully described in the sections entitled "Regulation
and Licensing" and "Description of the Notes--Mandatory Disposition Pursuant
to Gaming Laws."
2
<PAGE>
We may be unable to raise the funds necessary to finance a change of control
offer required by the indenture.
Upon the occurrence of certain change of control events, we will be
required to offer to repurchase all outstanding notes at a price equal to 101%
of the principal balance of the notes, plus accrued and unpaid interest, if
any. It is possible that we will not have sufficient funds at the time of the
change of control to make the required repurchase of the notes. Certain of our
senior indebtedness may require prepayment before funds may be used to
repurchase the notes in the event of a change of control.
An active trading market may not be available for these notes.
Although $710 million of the notes are outstanding, there has been little
or no trading activity for the notes in the public market. The underwriters in
the initial offering of the notes indicated that they intended to make a
market in the notes. However, the underwriters are not required to engage in
and may cease their market-making activities at any time. In addition, the
liquidity of the trading market in these notes, and the market price quoted
for these notes, may be adversely affected by changes in the overall market
for these types of securities and by changes in our financial performance or
prospects or in the prospects for companies in our industry generally. As a
result, you cannot be sure that an active trading market will be available for
these notes.
Risks Related to MGM MIRAGE and the Gaming Industry
The gaming industry is highly competitive.
To the extent that hotel room capacity is expanded by others in a city
where our hotel/casinos are located, competition will increase. The completion
of a number of room expansion projects and the opening of new hotel/casinos
led to an approximate 10% increase in hotel room capacity in Las Vegas in 1999
compared to 1998, thereby increasing competition in all segments of the Las
Vegas market. Three new mega-resorts opened in Las Vegas in 1999, and one
opened in 2000. New additions to the Las Vegas market could adversely impact
our future results. The business of our Nevada hotel/casinos might also be
adversely affected if gaming operations of the type conducted in Nevada were
to be permitted under the laws of other states, particularly California.
Similarly, legalization of gaming operations in any jurisdiction located near
Detroit, Michigan or Atlantic City, New Jersey, or the establishment of new
large-scale gaming operations on nearby Native American tribal lands, could
adversely affect our Detroit casino or our planned Atlantic City operations.
Any expansion of gaming activities in the Gulf Coast region could also have an
adverse effect on our Beau Rivage hotel/casino in Biloxi, Mississippi.
Gaming referenda have been approved or are being proposed in Mississippi and
California and adoption of these referenda could have a material adverse
effect on our business.
Voters in California approved an amendment to the California constitution
on March 7, 2000 that gave Native American tribes in California the right to
offer a limited number of slot machines and a range of house-banked card
games. A number of Native American tribes have already signed and others have
begun signing gaming compacts with the State of California. If the compacts
are subsequently approved by the federal government, casino-style gaming will
be legal in California on those tribal lands. At this time, we cannot
determine the impact this will have on our Nevada casinos.
In Mississippi, in three separate instances, referenda were proposed which,
if approved, would have amended the Mississippi constitution to ban gaming in
Mississippi and would have required all currently legal gaming entities to
cease operations within two years of the ban. All three of the proposed
referenda have been ruled illegal by Mississippi state trial court judges. The
proponents of the most recent referendum filed a notice of appeal of the trial
court ruling with the Mississippi Supreme Court. The Mississippi Supreme Court
affirmed the trial court ruling. Any such referendum must be approved by the
Mississippi Secretary of State and signatures of approximately 98,000
registered voters must be gathered and certified in order for such a proposal
to be
3
<PAGE>
included on a statewide ballot for consideration by the voters. The next
election for which the proponents could attempt to place such a proposal on
the ballot would be in November 2002. While it is too early in the process for
us to make any predictions with respect to whether such a referendum will
appear on a ballot or the likelihood of such a referendum being approved by
the voters, if such a referendum were passed and gaming were prohibited in
Mississippi, it would have a material adverse effect on our Mississippi gaming
operations.
The gaming industry is highly regulated and we must adhere to various
regulations, maintain our licenses and pay gaming taxes to continue our
operations.
The ownership, management and operation of gaming facilities are subject to
extensive federal, state, provincial, tribal and/or local laws, regulations
and ordinances, which are administered by the relevant regulatory agency or
agencies in each jurisdiction. These laws, regulations and ordinances vary
from jurisdiction to jurisdiction, but generally concern the responsibility,
financial stability and character of the owners and managers of gaming
operations as well as persons financially interested or involved in gaming
operations. For a summary of gaming regulations that affect our business, see
"Regulation and Licensing." The regulatory environment in any particular
jurisdiction may change in the future and any such change could have a
material adverse effect on our results of operations. In addition, we are
subject to various gaming taxes, which are subject to possible increase at any
time. A proposed initiative is currently being circulated in Nevada to obtain
the required signatures to qualify it for consideration by the Nevada
Legislature in its 2001 session or by Nevada voters on the ballot in November
2002. If adopted as proposed, this initiative would significantly increase
taxes on our gaming revenues in Nevada.
The National Gambling Impact Study Commission's recommendations may adversely
affect the gaming industry and our operations.
A National Gambling Impact Study Commission was established by the U.S.
Congress to conduct a comprehensive study of the social and economic impact of
legal gaming in the U.S. On April 28, 1999, the National Commission voted to
recommend that the expansion of gaming be curtailed. In June 1999, the
National Commission issued a final report of its findings and conclusions,
together with recommendations for legislative and administrative actions.
Below are highlights of some of those recommendations:
. Legal gaming should be restricted to those at least 21 years of age;
. Betting on college and amateur sports should be banned;
. The introduction of casino-style gaming at pari-mutuel racing facilities
for the primary purpose of saving the pari-mutuel facility financially
should be prohibited;
. Internet gaming should be banned within the U.S.;
. The types of gaming activities allowed by Native American tribes within
a given state should not be inconsistent with the gaming activities
allowed to other persons in that state; and
. State, local and tribal governments should recognize that casino gaming
provides economic development, particularly for economically depressed
areas. The National Commission differentiated casino gaming from stand-
alone slot machines (e.g., in convenience stores), internet gaming and
lotteries, which the National Commission stated do not provide the same
economic benefits.
Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse effect on the gaming
industry, including us.
Tracinda Corporation owns a majority of our common stock and may influence our
Board of Directors and affairs.
Tracinda Corporation and Kirk Kerkorian, its sole stockholder, beneficially
own approximately 59.8% of our outstanding common stock. Tracinda has the
ability to elect our entire Board of Directors and determine the outcome of
other matters submitted to our stockholders, such as the approval of
significant transactions.
4
<PAGE>
Risks Related to Our Acquisition of Mirage
We may experience difficulties integrating Mirage into our operations.
We are proceeding with the integration of the operations of Mirage.
However, we cannot assure you that we will be able to integrate these
operations without encountering difficulties. These difficulties could include
integrating different business strategies with respect to marketing,
integrating personnel with disparate business backgrounds and corporate
cultures, integrating different reservations systems and other technology and
managing relationships with other business partners. We have accrued
approximately $131.3 million for costs associated with the Mirage acquisition
and related integration activities, of which approximately $65.8 million had
been expended as of June 30, 2000. We cannot assure you that this accrual will
be adequate to cover all of the costs associated with the integration of
Mirage into our operations. Furthermore, the integration of operations may
temporarily distract management from our day-to-day business. For these
reasons, we cannot assure you that we will be able to integrate successfully
the Mirage operations.
We may not achieve the expected synergies from our acquisition of Mirage.
Our management believes that our acquisition of Mirage will allow us to
achieve significant cost savings related to duplicative departments, redundant
infrastructure and operating efficiencies, as well as revenue enhancement
opportunities upon full integration of Mirage. The anticipated benefits are
based on projections and assumptions, not actual results. As a result, we
cannot assure you that we will realize the anticipated benefits. Our ability
to realize these benefits could be adversely affected by difficulties in
integrating Mirage, the inability to achieve certain economies of scale and
other risks associated with achieving expected revenue enhancements and cost
savings.
5
<PAGE>
THE COMPANY
We are a leading operator of first class hotel/casino resorts with an
emphasis on the total gaming and entertainment experience. On May 31, 2000, we
completed our acquisition of Mirage Resorts, Incorporated under which Mirage
became our wholly owned subsidiary and Mirage shareholders received $21 per
share in cash. The merger had a total equity value of approximately $4.4
billion. In addition, Mirage had, prior to the merger, outstanding debt of
approximately $2.0 billion. The merger is being accounted for as a purchase.
We own and operate the MGM Grand Las Vegas, Bellagio, The Mirage, Treasure
Island at The Mirage and the New York-New York Hotel and Casino, and we own a
50% interest in the joint venture that owns and operates the Monte Carlo
Resort & Casino. These are six of the most prominent hotel/casino resorts on
the Las Vegas Strip. We also own and operate the Golden Nugget hotel and
casino in downtown Las Vegas, the Golden Nugget Laughlin, located in Laughlin,
Nevada, Whiskey Pete's, Buffalo Bill's and the Primm Valley Resort, located in
Primm, Nevada, the Beau Rivage, a beachfront resort located in Biloxi,
Mississippi, and the Holiday Inn(R) Casino Boardwalk on the Las Vegas Strip.
On July 29, 1999, we opened the MGM Grand Detroit casino in Detroit, Michigan.
We also own and operate the MGM Grand Hotel and Casino in Darwin, Australia,
and we manage one permanent and two temporary casinos in two provinces of
South Africa.
In September 2000, we issued $850 million of 8 1/2% senior notes due 2010.
We used the net proceeds from the sale of these senior notes (approximately
$839.4 million) to pay a portion of the amount outstanding under our $1.3
billion term loan. See "Capitalization."
USE OF PROCEEDS
We will not receive any proceeds from the sale of notes by the selling
security holder.
SELLING SECURITY HOLDER
Kirk Kerkorian owns $50,000,000 of our 9 3/4% senior subordinated notes due
2007, all of which may be offered pursuant to this prospectus. After the
offering, assuming all of the notes offered hereby are sold, Mr. Kerkorian
will own no notes, either directly or beneficially. Mr. Kerkorian has been a
director of MGM MIRAGE since 1987. Mr. Kerkorian has also been a director of
Metro-Goldwyn-Mayer Inc. since 1996. Mr. Kerkorian beneficially owns
95,010,244 shares of our common stock, or approximately 59.8% of the
outstanding shares. Mr. Kerkorian beneficially owns 179,276,977 shares of the
common stock of Metro-Goldwyn-Mayer Inc., or approximately 86.6% of its
outstanding shares.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended
---------------------------- June 30,
1995 1996 1997 1998 1999(2) 2000(2)
---- ---- ----- ---- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges(1)....... 1.65 2.78 10.11 2.94 2.73 1.30
</TABLE>
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(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 and our proportionate share of the interest
cost of 50%-owned joint ventures.
(2) The pro forma ratio of earnings to fixed charges, after giving effect to
our acquisition of Mirage, is 1.06 for the year ended December 31, 1999
and 1.05 for the six months ended June 30, 2000.
6
<PAGE>
CAPITALIZATION
The following table sets forth our unaudited consolidated capitalization as
of June 30, 2000 on a historical basis and after giving effect to the issuance
of $850 million of senior notes issued by us in September 2000 and the
application of the proceeds therefrom.
<TABLE>
<CAPTION>
June 30, 2000
---------------------
As
Actual Adjusted
---------- ----------
(in thousands)
<S> <C> <C>
Cash and cash equivalents......................... $ 211,388 $ 211,388
========== ==========
Long term debt (including current maturities):
Senior revolving credit facilities (1).......... $2,795,000 $2,795,000
Senior term loan facility....................... 1,300,000 460,591(4)
MGM Grand Detroit, LLC credit facility.......... 116,000 116,000
Australian bank facility........................ 31,121 31,121
Capitalized lease obligations................... 15,547 15,547
Existing MGM MIRAGE notes (2):
$300 million 6.95% senior notes due 2005, net
of discount.................................. 296,148 296,148
$200 million 6.875% senior notes due 2008, net
of discount.................................. 197,775 197,775
$710 million 9.75% senior subordinated notes
due 2007, net of discount.................... 701,322 701,322
Existing Mirage notes (3):
$200 million 6.625% notes due 2005, net of
discount..................................... 179,603 179,603
$250 million 7.25% notes due 2006, net of dis-
count........................................ 223,734 223,734
$200 million 6.75% notes due 2007, net of dis-
count........................................ 171,639 171,639
$200 million 6.75% notes due 2008, net of dis-
count........................................ 170,050 170,050
$100 million 7.25% debentures due 2017, net of
discount..................................... 79,201 79,201
Other notes................................... 1,559 1,559
Notes sold in September 2000:
$850 million 8.50% senior notes due 2010, net
of discount.................................. -- 844,934
---------- ----------
Total long term debt........................ 6,278,699 6,284,224
Total stockholders' equity.................. 2,254,142 2,254,142
---------- ----------
Total capitalization........................ $8,532,841 $8,538,366
========== ==========
</TABLE>
--------
(1) Includes borrowings under the five-year senior revolving credit facility
and the 364-day senior revolving credit facility. Subsequent to June 30,
2000 and as of September 15, 2000, we repaid $149 million of outstanding
borrowings under our senior revolving credit facilities.
(2) The existing MGM MIRAGE notes are guaranteed by all wholly owned U.S.
subsidiaries of MGM MIRAGE except for U.S. holding companies of foreign
subsidiaries.
(3) The existing Mirage notes are guaranteed by MGM MIRAGE and each MGM MIRAGE
subsidiary which guarantees the existing MGM MIRAGE notes (other than
Mirage, which remains the primary obligor under the Mirage notes).
(4) After underwriters' discounts and commissions and before deduction of
expenses in connection with the sale of our 8.5% senior notes.
7
<PAGE>
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
MGM MIRAGE
UNAUDITED PRO FORMA STATEMENT OF INCOME
SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
MGM MIRAGE Mirage Pro Forma MGM MIRAGE
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 2) for Acquisition
---------- ---------- ----------- ---------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Casino................. $ 683,865 $ 533,002 $ -- $1,216,867
Rooms.................. 182,254 244,693 -- 426,947
Food and beverage...... 140,156 216,088 -- 356,244
Entertainment, retail
and other............. 144,717 197,170 -- 341,887
Income from
unconsolidated
affiliate............. 2,740 16,562 -- 19,302
---------- ---------- -------- ----------
1,153,732 1,207,515 -- 2,361,247
Less: Promotional
allowances............ (83,689) (118,730) -- (202,419)
---------- ---------- -------- ----------
1,070,043 1,088,785 -- 2,158,828
---------- ---------- -------- ----------
Expenses:
Casino................. 319,923 289,116 -- 609,039
Rooms.................. 52,753 63,091 -- 115,844
Food and beverage...... 84,190 128,238 -- 212,428
Entertainment, retail
and other............. 83,800 144,291 -- 228,091
Provision for doubtful
accounts and
discounts............. 33,862 30,217 -- 64,079
General and
administrative........ 152,031 149,883 -- (a) 301,914
Preopening and other... 2,199 4,804 -- 7,003
Restructuring costs.... 23,519 -- -- 23,519
Write-Downs and
impairments .......... 102,225 -- -- 102,225
Depreciation and
amortization.......... 98,390 93,683 (6,177)(b) 185,896
---------- ---------- -------- ----------
952,892 903,323 (6,177) 1,850,038
---------- ---------- -------- ----------
Operating Profit Before
Corporate Expense ..... 117,151 185,462 6,177 308,790
Corporate expense...... 13,507 17,645 -- (a) 31,152
---------- ---------- -------- ----------
Operating Income........ 103,644 167,817 6,177 277,638
---------- ---------- -------- ----------
Nonoperating Income
(Expense):
Interest income........ 7,725 2,349 -- 10,074
Interest expense, net
of amounts
capitalized........... (69,460) (48,346) (81,061)(c) (198,867)
Interest expense from
unconsolidated
affiliate............. (273) (1,356) -- (1,629)
Other, net............. (512) (1,312) -- (1,824)
---------- ---------- -------- ----------
(62,520) (48,665) (81,061) (192,246)
---------- ---------- -------- ----------
Income Before Income
Taxes and Extraordinary
Item .................. 41,124 119,152 (74,884) 85,392
Provision for income
taxes................. (15,080) (42,402) 24,343 (d) (33,139)
---------- ---------- -------- ----------
Income Before
Extraordinary Item..... $ 26,044 $ 76,750 $(50,541) $ 52,253
========== ========== ======== ==========
Per Share of Common
Stock:
Income per basic share
before extraordinary
item.................. $ 0.20 $ 0.33 (a)
========== ==========
Income per diluted
share before
extraordinary item.... $ 0.20 $ 0.32 (a)
========== ==========
Basic Shares
Outstanding............ 131,399 27,489 (e) 158,888
========== ======== ==========
Diluted Shares
Outstanding............ 133,748 27,489 (e) 161,237
========== ======== ==========
</TABLE>
8
<PAGE>
MGM MIRAGE
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
MGM MIRAGE Mirage Pro Forma MGM MIRAGE
Historical Historical Adjustments as Adjusted
(Note 1) (Note 1) (Note 2) for Acquisition
---------- ---------- ----------- ---------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues:
Casino................. $ 873,781 $1,243,625 $ -- $2,117,406
Rooms.................. 251,207 522,566 -- 773,773
Food and beverage...... 161,301 456,811 -- 618,112
Entertainment, retail
and other............. 211,837 426,850 -- 638,687
Income from
unconsolidated
affiliate............. 6,084 32,109 -- 38,193
---------- ---------- --------- ----------
1,504,210 2,681,961 -- 4,186,171
Less: Promotional
allowances............ (112,560) (247,179) -- (359,739)
---------- ---------- --------- ----------
1,391,650 2,434,782 -- 3,826,432
---------- ---------- --------- ----------
Expenses:
Casino................. 417,491 690,179 -- 1,107,670
Rooms.................. 75,064 164,610 -- 239,674
Food and beverage...... 100,871 314,689 -- 415,560
Entertainment, retail
and other............. 119,324 300,052 -- 419,376
Provision for doubtful
accounts and
discounts............. 47,157 31,911 -- 79,068
General and
administrative........ 209,938 328,390 -- (a) 538,328
Preopening and other... 71,495 42,130 -- 113,625
Depreciation and
amortization.......... 125,985 205,163 (11,660)(b) 319,488
---------- ---------- --------- ----------
1,167,325 2,077,124 (11,660) 3,232,789
---------- ---------- --------- ----------
Operating Profit Before
Corporate Expense...... 224,325 357,658 11,660 593,643
Corporate expense...... 14,457 49,686 -- (a) 64,143
---------- ---------- --------- ----------
Operating Income........ 209,868 307,972 11,660 529,500
---------- ---------- --------- ----------
Nonoperating Income
(Expense):
Interest income........ 2,142 6,620 -- 8,762
Interest expense, net
of amounts
capitalized........... (59,853) (117,525) (198,332)(c) (375,710)
Interest expense from
unconsolidated
affiliate............. (1,058) (2,945) -- (4,003)
Other, net............. (946) 23,968 -- 23,022
---------- ---------- --------- ----------
(59,715) (89,882) (198,332) (347,929)
---------- ---------- --------- ----------
Income Before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Change in
Accounting Principle... 150,153 218,090 (186,672) 181,571
Provision for income
taxes................. (55,029) (77,122) 61,098 (d) (71,053)
---------- ---------- --------- ----------
Income Before
Extraordinary Item and
Cumulative Effect of
Change in Accounting
Principle.............. $ 95,124 $ 140,968 $(125,574) $ 110,518
========== ========== ========= ==========
Per Share of Common
Stock:
Income per basic share
before extraordinary
item and cumulative
effect of change in
accounting principle.. $ 0.82 $ 0.68 (a)
========== ==========
Income per diluted
share before
extrtaordinary item
and cumulative effect
of change in
accounting principle.. $ 0.80 $ 0.66 (a)
========== ==========
Basic Shares
Outstanding............ 116,580 46,500 (e) 163,080
========== ========= ==========
Diluted Shares
Outstanding............ 120,086 46,500 (e) 166,586
========== ========= ==========
</TABLE>
9
<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Note 1--Historical financial information for MGM MIRAGE and Mirage for the
year ended December 31, 1999 and for MGM MIRAGE for the six months ended June
30, 2000 has been derived from the MGM MIRAGE and Mirage historical financial
statements. The Mirage historical information for 2000 represents the
financial results for the period through May 31, 2000. Included in the
historical financial information for MGM MIRAGE are the operating results of
Primadonna and New York-New York since their acquisition on March 1, 1999 and
the operating results of Mirage since the May 31, 2000 acquisition.
Note 2--The following table sets forth the determination and preliminary
allocation of the purchase price based on the $21.00 per share paid by MGM
MIRAGE to Mirage shareholders.
<TABLE>
<CAPTION>
Amount
--------------
(in thousands)
<S> <C>
Merger consideration (190.5 million shares of Mirage common
stock plus 35.5 million Mirage stock options)............. $4,396,548
Estimated fair value of Mirage debt assumed or repaid by
MGM MIRAGE................................................ 1,874,319
Transaction related costs and expenses..................... 131,300
----------
$6,402,167
==========
The preliminary allocation of the purchase price is as
follows:
Land....................................................... $4,068,525
Buildings, furniture, fixtures and equipment............... 2,880,664
Goodwill................................................... 28,545
Other, net................................................. (575,567)
----------
$6,402,167
==========
</TABLE>
The final purchase price and its allocation will be based on appraisals,
discounted cash flows, quoted market prices and estimates by management and is
expected to be completed within one year of the closing of the Mirage
acquisition.
The following are brief descriptions of the pro forma adjustments to the
statements of income to reflect MGM MIRAGE's acquisition of Mirage.
(a) Upon full integration of the Mirage acquisition, we expect to achieve
approximately $95 million (after-tax of approximately $61.8 million or $0.38
per diluted share) in cost savings related to duplicative departments and
redundant infrastructure, the benefit of operational efficiencies or revenue
enhancement opportunities. The 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 MIRAGE, 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 or revenue enhancements will be achieved.
(b) Represents the reduction in depreciation expense resulting from the
reduction in carrying value of certain Mirage property and equipment, offset
in part by 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
or 40 years.
(c) Represents the additional interest cost associated with debt totaling
$3.2 billion used to fund the acquisition consideration and the amortization
of approximately $127 million of Mirage debt discount, offset in part by
additional capitalized interest on Mirage projects in development. Additional
pro forma interest cost totals
10
<PAGE>
$300.2 million for the year ended December 31, 1999 and $125.4 million for the
first five months of 2000. Additional capitalized interest totals $101.9
million for the year ended December 31, 1999 and $44.4 million for the first
five months of 2000.
(d) Represents the tax effect of the pro forma adjustments.
(e) Represents the MGM MIRAGE shares issued in the April 18, 2000 private
equity placement of 46.5 million shares at $26.50 per share less, for the six
months ended June 30, 2000, the number of such shares already included in the
historical outstanding share amounts.
11
<PAGE>
REGULATION AND LICENSING
Nevada Gaming Regulation
The ownership and operation of casino gaming facilities in Nevada are
subject to the Nevada Gaming Control Act and the related regulations and
various local regulations. The gaming operations of MGM MIRAGE in Nevada are
subject to the licensing and regulatory control of the Nevada Gaming
Commission, the Nevada State Gaming Control Board, the Clark County Liquor and
Gaming Licensing Board and the City of Las Vegas.
The laws, regulations and supervisory procedures of the Nevada gaming
authorities are based upon declarations of public policy that are concerned
with, among other things:
. the prevention of unsavory or unsuitable persons from having a direct or
indirect involvement with gaming at any time or in any capacity;
. the establishment and maintenance of responsible accounting practices
and procedures;
. the maintenance of effective controls over the financial practices of
licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues;
. providing reliable record keeping and requiring the filing of periodic
reports with the Nevada gaming authorities;
. the prevention of cheating and fraudulent practices; and
. providing a source of state and local revenues through taxation and
licensing fees.
Any change in such laws, regulations and procedures could have an adverse
effect on our gaming operations.
MGM Grand Las Vegas, New York-New York and Primm Valley Resort, Buffalo
Bill's and Whiskey Pete's, (these last three properties we refer to
collectively as the Primm properties), The Mirage, Bellagio, Treasure Island,
the Golden Nugget, the Golden Nugget Laughlin, the Boardwalk and Monte Carlo
operate casinos and are required to be licensed by the Nevada gaming
authorities. The gaming licenses require the periodic payment of fees and
taxes and are not transferable. MGM Grand Las Vegas is also licensed as a
manufacturer and distributor of gaming devices and as the operator of a
sportspool at New York-New York, and MGM MIRAGE and an indirect wholly owned
subsidiary are licensed as the two managers of New York-New York.
New York-New York is in turn licensed as the sole member and manager of the
Primm properties. Golden Nugget Manufacturing Corp. is also licensed as a
manufacturer and distributor of gaming devices and the Boardwalk is also
licensed as a distributor of gaming devices. MRGS Corp. is licensed as a 50%
general partner of the joint venture with Mandalay Resort Group, which owns
and operates the Monte Carlo. MGM MIRAGE and Mirage are also required to be
registered by the Nevada Commission as publicly traded corporations and as
such, are required periodically to submit detailed financial and operating
reports to the Nevada Commission and furnish any other information that the
Nevada Commission may require. No person may become a stockholder or member
of, or receive any percentage of profits from, MGM Grand Las Vegas, New York-
New York, the Primm properties, The Mirage, Bellagio, Treasure Island, the
Golden Nugget, the Golden Nugget Laughlin, the Boardwalk, Monte Carlo, Golden
Nugget Manufacturing or MRGS without first obtaining licenses and approvals
from the Nevada gaming authorities. MGM MIRAGE, Mirage and the foregoing
subsidiaries have obtained from the Nevada gaming authorities the various
registrations, approvals, permits and licenses required in order to engage in
gaming activities in Nevada.
The Nevada Commission may, in its discretion, require the holder of any
debt security of MGM MIRAGE, including the notes, to file an application and
it may investigate any such holder to determine whether such holder is
suitable to own such debt security. The applicant for a finding of suitability
as the holder of such a debt security must pay all the costs of investigation
incurred by the Nevada gaming authorities. If the Nevada Commission
12
<PAGE>
determines that such holder is unsuitable to own such debt security, then
under the Nevada gaming laws we can be disciplined, including the loss of our
approvals, if we without the prior approval of the Nevada Commission:
. pay that person any dividend, interest or any distribution whatsoever;
. allow that person to exercise, directly or indirectly, any voting right
conferred through such debt securities held by that person;
. pay remuneration in any form to that person; or
. make any payment to such unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.
If any notes are held in trust by an agent or by a nominee, the record
holder of any notes may be required to disclose the identity of the beneficial
owner of any notes to the Nevada Board and the Nevada Commission. A failure to
make such disclosure may be grounds for finding the record holder unsuitable.
We are also required to render maximum assistance in determining the identity
of the beneficial owner.
We may not make a public offering of any securities without the prior
approval of the Nevada Commission if the securities or the proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. On May
30, 2000, the Nevada Commission granted us prior approval, which was amended
on September 28, 2000, to make public offerings through July 2001, subject to
certain conditions. However, the shelf approval may be rescinded for good
cause without prior notice upon the issuance of an interlocutory stop order by
the Chairman of the Nevada Board. The shelf approval does not constitute a
finding, recommendation or approval by the Nevada Commission or the Nevada
Board as to the accuracy or adequacy of the prospectus or the investment
merits of the securities offered. Any representation to the contrary is
unlawful.
Such shelf approval includes prior approvals of the subsidiary guarantees
made by our corporate subsidiaries which are the subsidiary guarantors under
the notes. Likewise, such shelf approval includes prior approvals of
restrictions on the transfer of the equity securities of our corporate
subsidiaries licensed in Nevada and agreements not to encumber such equity
securities, in each case in respect of the notes.
Since we will not receive any proceeds from the sale of the notes by the
selling security holder, the prior approval of the Nevada Commission of this
offering is not required.
For a more detailed description of the various Nevada gaming regulatory
requirements applicable to us, see "Item 1. Business--Hotels and Gaming--
Nevada Government Regulation" in MGM MIRAGE's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and see "Item 1. Business--Regulation
and Licensing--Nevada" in Mirage's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
Michigan Government Regulation and Taxation
The Michigan Gaming Control and Revenue Act subjects the ownership and
operation of casino gaming facilities to extensive state licensing and
regulatory requirements. The Michigan Act also authorizes local regulation of
casino gaming facilities by the City of Detroit, provided that any such local
ordinances regulating casino gaming are consistent with the Michigan Act and
rules promulgated to implement it.
The Michigan Act creates the Michigan Gaming Control Board and authorizes
it to grant casino licenses to not more than three applicants who have entered
into development agreements with Detroit. The Michigan Board is granted
extensive authority to conduct background investigations and determine the
suitability of casino license applicants, affiliated companies, officers,
directors, or managerial employees of applicants and affiliated companies and
persons or entities holding a one percent or greater direct or indirect
interest in an applicant or affiliated company. Institutional investors
holding less than certain specified amounts of debt or equity securities are
exempted from meeting the suitability requirements of the Michigan Act,
provided such securities are issued
13
<PAGE>
by a publicly traded corporation, such as MGM MIRAGE, and the securities were
purchased for investment purposes only and not for the purpose of influencing
or affecting the affairs of the issuer.
The Michigan Act imposes the burden of proof on the applicant for a casino
license to establish its suitability to receive and hold the license. The
applicant must establish its suitability as to integrity, moral character and
reputation, business probity, financial ability and experience,
responsibility, and other criteria deemed appropriate by the Michigan Board. A
casino license is valid for a period of one year and the Michigan Board may
refuse to renew it upon a determination that the licensee no longer meets the
requirements for licensure.
The Michigan Board may, among other things, revoke, suspend or restrict a
casino license. Substantial fines or forfeiture of assets for violations of
gaming laws or rules may also be levied against a casino licensee. In the
event that a casino license is revoked or suspended for more than 120 days,
the Michigan Act provides for the appointment of a conservator who, among
other things, is required to sell or otherwise transfer the assets of the
casino licensee or former licensee to another person or entity who meets the
requirements of the Michigan Act for licensure.
The Michigan Board has adopted administrative rules, which became effective
on June 23, 1998, to implement the terms of the Michigan Act. Among other
things, the rules impose more detailed substantive and procedural requirements
with respect to casino licensing and operations. Included are requirements
regarding such things as licensing investigations and hearings, record keeping
and retention, contracting, reports to the Michigan Board, internal control
and accounting procedures, security and surveillance, extensions of credit to
gaming patrons, conduct of gaming, and transfers of ownership interests in
licensed casinos. The rules also establish numerous Michigan Board procedures
regarding licensing, disciplinary and other hearings, and similar matters. The
rules have the force of law and are binding on the Michigan Board as well as
on applicants for or holders of casino licenses.
The Detroit City Council enacted an ordinance entitled "Casino Gaming
Authorization and Casino Development Agreement Certification and Compliance."
The ordinance authorizes casino gaming only by operators who are licensed by
the Michigan Board and are parties to a development agreement which has been
approved and certified by the City Council and is currently in effect or are
acting on behalf of such party. The development agreement between MGM Grand
Detroit, LLC, Detroit and the Economic Development Corporation of Detroit has
been so approved and certified and is currently in effect. The ordinance
requires each casino operator to submit to the Mayor of Detroit and to the
City Council periodic reports regarding the operator's compliance with its
development agreement or, in the event of non-compliance, reasons for non-
compliance and an explanation of efforts to comply. The ordinance requires the
Mayor of Detroit to monitor each casino operator's compliance with its
development agreement, to take appropriate enforcement action in the event of
default and to notify the City Council of defaults and enforcement action
taken and, if a development agreement is terminated, it requires the City
Council to transmit notice of such action to the Michigan Board within
five business days along with Detroit's request that the Michigan Board revoke
the relevant operator's certificate of suitability or casino license. If a
development agreement is terminated, the Michigan Act requires the Michigan
Board to revoke the relevant guarantor's casino license upon the request of
Detroit.
The Michigan Act effectively provides that each of the three casinos in
Detroit shall pay a wagering tax equal to 18% of its adjusted gross receipts,
to be paid 8.1% to Michigan and 9.9% to Detroit, an annual municipal services
fee equal to the greater of $4 million or 1.25% of its adjusted gross receipts
to be paid to Detroit to defray its cost of hosting casinos and an annual
assessment, as adjusted based upon a consumer price index, in the initial
amount of approximately $8.3 million to be paid by each casino to Michigan to
defray its regulatory enforcement and other casino-related costs. These are in
addition to the taxes, fees, and assessments customarily paid by business
entities situated in Detroit.
14
<PAGE>
Mississippi Government Regulation
We conduct our Mississippi gaming operations through an indirect
subsidiary, Beau Rivage Resorts, Inc., which owns and operates the Beau Rivage
casino in the City of Biloxi, Mississippi. The ownership and operation of
casino facilities in Mississippi are subject to extensive state and local
regulation, but primarily the licensing and regulatory control of the
Mississippi Gaming Commission and the Mississippi State Tax Commission.
The Mississippi Gaming Control Act, which legalized dockside casino gaming
in Mississippi, was enacted on June 29, 1990. Although not identical, the
Mississippi Act is similar to the Nevada Gaming Control Act. Effective October
29, 1991, the Mississippi Gaming Commission adopted regulations in furtherance
of the Mississippi Act which are also similar in many respects to the Nevada
gaming regulations.
The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Gaming Commission seek to:
. prevent unsavory or unsuitable persons from having any direct or
indirect involvement with gaming at any time or in any capacity;
. establish and maintain responsible accounting practices and procedures;
. maintain effective control over the financial practices of licensees,
including establishing minimum procedures for internal fiscal affairs
and safeguarding of assets and revenues, providing reliable record
keeping and making periodic reports to the Mississippi Gaming
Commission;
. prevent cheating and fraudulent practices;
. provide a source of state and local revenues through taxation and
licensing fees; and
. ensure that gaming licensees, to the extent practicable, employ
Mississippi residents.
The regulations are subject to amendment and interpretation by the
Mississippi Gaming Commission. Changes in Mississippi law or the regulations
or the Mississippi Gaming Commission's interpretations thereof may limit or
otherwise materially affect the types of gaming that may be conducted, and
could have a material adverse effect on us and our Mississippi gaming
operations.
The Mississippi Act provides for legalized dockside gaming at the
discretion of the 14 counties that either border the Gulf Coast or the
Mississippi River, but only if the voters in such counties have not voted to
prohibit gaming in that county. As of September 1, 2000, dockside gaming was
permissible in nine of the 14 eligible counties in the state and gaming
operations had commenced in Adams, Coahoma, Hancock, Harrison, Tunica, Warren
and Washington counties. Under Mississippi law, gaming vessels must be located
on the Mississippi River or on navigable waters in eligible counties along the
Mississippi River, or in the waters of the State of Mississippi lying south of
the state in eligible counties along the Mississippi Gulf Coast. The law
permits unlimited stakes gaming on permanently moored vessels on a 24-hour
basis and does not restrict the percentage of space which may be utilized for
gaming. There are no limitations on the number of gaming licenses which may be
issued in Mississippi. The legal age for gaming in Mississippi is 21.
Beau Rivage Resorts and Beau Rivage Distribution Corp., a subsidiary of
Beau Rivage Resorts, are subject to the licensing and regulatory control of
the Mississippi Gaming Commission. Beau Rivage Resorts is licensed as a
Mississippi gaming operator, and BRDC is licensed as a Mississippi distributor
of gaming devices. Gaming licenses require the periodic payment of fees and
taxes and are not transferable. Gaming licenses are issued for a maximum term
of three years and must be renewed periodically thereafter. Beau Rivage
Resorts received its Mississippi gaming license on June 20, 1996 and a renewal
on June 21, 1998. BRDC received its Mississippi distributor's license on
August 20, 1998. On May 18, 2000, the Mississippi Gaming Commission renewed
the licenses of both Beau Rivage Resorts and BRDC for terms of three years
each, effective June 22, 2000.
On May 18, 2000, the Mississippi Gaming Commission registered MGM MIRAGE
under the Mississippi Act as a publicly traded holding company of Beau Rivage
Resorts and BRDC. As a registered publicly traded
15
<PAGE>
holding company, MGM MIRAGE is subject to the licensing and regulatory control
of the Mississippi Gaming Commission, and is required periodically to submit
detailed financial, operating and other reports to the Mississippi Gaming
Commission and furnish any other information which the Mississippi Gaming
Commission may require. If MGM MIRAGE is unable to satisfy the registration
requirements of the Mississippi Act, MGM MIRAGE and licensed subsidiaries
thereof cannot own or operate gaming facilities in Mississippi. Beau Rivage
Resorts and BRDC are also required periodically to submit detailed financial,
operating and other reports to the Mississippi Gaming Commission and the
Mississippi State Tax Commission and to furnish any other information required
thereby. No person may become a stockholder of or receive any percentage of
profits from a licensed subsidiary of a holding company without first
obtaining licenses and approvals from the Mississippi Gaming Commission.
Certain of our officers, directors and employees must be found suitable or
be licensed by the Mississippi Gaming Commission. We believe that we have
applied for all necessary findings of suitability with respect to these
persons, although the Mississippi Gaming Commission, in its discretion, may
require additional persons to file applications for findings of suitability.
In addition, any person having a material relationship or involvement with us
may be required to be found suitable, in which case those persons must pay the
costs and fees associated with the investigation.
We may be required to disclose to the Mississippi Gaming Commission upon
request the identities of the holders of any debt or other securities. In
addition, under the Mississippi Act, the Mississippi Gaming Commission may, in
its discretion:
. require holders of debt securities of registered corporations to file
applications;
. investigate the holders; and
. require the holders to be found suitable to own the debt securities.
Although the Mississippi Gaming Commission generally does not require the
individual holders of obligations such as notes to be investigated and found
suitable, the Mississippi Gaming Commission retains the discretion to do so
for any reason, including but not limited to a default, or where the holder of
the debt instrument exercises a material influence over the gaming operations
of the entity in question. Any holder of debt securities required to apply for
a finding of suitability must pay all investigative fees and costs of the
Mississippi Gaming Commission in connection with the investigation. A finding
of suitability requires submission of detailed personal financial information
followed by a thorough investigation. There can be no assurance that a person
who is subject to a finding of suitability will be found suitable by the
Mississippi Gaming Commission. The Mississippi Gaming Commission may deny an
application for a finding of suitability for any cause that it deems
reasonable. Findings of suitability must be periodically renewed.
If any of our securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the beneficial owner
to the Mississippi Gaming Commission. A failure to make that disclosure may be
grounds for finding the record holder unsuitable. We must also render maximum
assistance in determining the identity of the beneficial owner.
Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Mississippi Gaming
Commission may be found unsuitable. Any person found unsuitable and who holds,
directly or indirectly, any beneficial ownership of our debt securities beyond
the time that the Mississippi Gaming Commission prescribes, may be guilty of a
misdemeanor. We will be subject to disciplinary action if, after receiving
notice that a person is unsuitable to be a holder of its debt securities, we:
. pay the unsuitable person any dividend, interest or other distribution
whatsoever;
. recognize the exercise, directly or indirectly, or any voting rights
conferred through such debt securities held by the unsuitable person;
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. pay the unsuitable person any remuneration in any form, except in
limited and specific circumstances; or
. make any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation or similar transaction.
The Mississippi Act requires that the certificates representing securities
of a registered publicly traded corporation bear a legend to the general
effect that the securities are subject to the Mississippi Act and the
regulations of the Mississippi Gaming Commission. On May 18, 2000, the
Mississippi Gaming Commission granted us a waiver of this legend requirement.
The Mississippi Gaming Commission has the power to impose additional
restrictions on us and the holders of our securities at any time.
Substantially all loans, leases, sales of securities and similar financing
transactions by a licensed gaming subsidiary must be reported to or approved
by the Mississippi Gaming Commission. A licensed gaming subsidiary may not
make a public offering of its securities, but may pledge or mortgage casino
facilities if it obtains the prior approval of the Mississippi Gaming
Commission. We may not make a public offering of our securities without the
prior approval of the Mississippi Gaming Commission if any part of the
proceeds of the offering is to be used to finance the construction,
acquisition or operation of gaming facilities in Mississippi or to retire or
extend obligations incurred for those purposes. The approval, if given, does
not constitute a recommendation or approval of the accuracy or adequacy of the
prospectus or the investment merits of the securities subject to the offering.
On May 18, 2000, the Mississippi Gaming Commission granted us a waiver of the
prior approval requirement for our securities offerings for a period of two
years, subject to certain conditions. The waiver may be rescinded for good
cause without prior notice upon the issuance of an interlocutory stop order by
the Executive Director of the Mississippi Gaming Commission.
Under the regulations of the Mississippi Gaming Commission, Beau Rivage
Resorts and BRDC may not guarantee a security issued by MGM MIRAGE pursuant to
a public offering, or pledge their assets to secure payment or performance of
the obligations evidenced by such a security issued by MGM MIRAGE, without the
prior approval of the Mississippi Gaming Commission. Similarly, MGM MIRAGE may
not pledge the stock or other ownership interests of Beau Rivage Resorts or
BRDC, nor may the pledgee of such ownership interests foreclose on such a
pledge, without the prior approval of the Mississippi Gaming Commission.
Moreover, restrictions on the transfer of an equity security issued by Beau
Rivage Resorts or BRDC and agreements not to encumber such securities granted
by MGM MIRAGE are ineffective without the prior approval of the Mississippi
Gaming Commission. The waiver of the prior approval requirement for MGM
MIRAGE's securities offerings received from the Mississippi Gaming Commission
on May 18, 2000 includes a waiver of the prior approval requirement for such
guarantees, pledges and restrictions of Beau Rivage Resorts and BRDC, subject
to certain conditions.
Neither MGM MIRAGE nor Beau Rivage Resorts may engage in gaming activities
in Mississippi while MGM MIRAGE, Beau Rivage Resorts and/or persons found
suitable to be associated with the gaming license of Beau Rivage Resorts
conduct gaming operations outside of Mississippi without approval of the
Mississippi Gaming Commission. The Mississippi Gaming Commission may require
means for it to have access to information concerning MGM MIRAGE's and its
affiliates' out-of-state gaming operations. Gaming operations in Nevada were
approved when Beau Rivage Resorts was first licensed in Mississippi. MGM
MIRAGE received waivers of foreign gaming approval from the Mississippi Gaming
Commission on May 18, 2000 for the conduct of gaming operations in Michigan,
New Jersey, Northern Territory (Australia), Mpumalanga Province (Republic of
South Africa) and Gauteng Province (Republic of South Africa), and may be
required to obtain the approval or a waiver of such approval from the
Mississippi Gaming Commission before engaging in any additional future gaming
operations outside of Mississippi.
The Mississippi Gaming Commission adopted a regulation in 1994 requiring as
a condition of licensure or license renewal that a gaming establishment's plan
include a 500 car parking facility in close proximity to the casino complex
and infrastructure facilities which will amount to at least 25% of the casino
cost. Infrastructure
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facilities are defined in the regulation to include a hotel with at least 250
rooms, theme park, golf course and other similar facilities. With the opening
of its resort hotel and other amenities, Beau Rivage Resorts is in compliance
with this requirement. On January 21, 1999, the Mississippi Gaming Commission
adopted an amendment to this regulation which increased the infrastructure
requirement to 100% from the existing 25%; however, the regulation
grandfathers existing licensees and applies only to new casino projects and
casinos that are not operating at the time of acquisition or purchase, and
would therefore not apply to Beau Rivage Resorts. In any event, the Beau
Rivage would comply with such requirement.
For a more detailed description of the various Mississippi gaming
regulatory requirements applicable to us, see "Item 1. Business--Regulation
and Licensing-Mississippi" in Mirage's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.
Australia Government Regulation
The Northern Territory of Australia, like Nevada, has comprehensive laws
and regulations governing the conduct of gaming. Our Australian operations are
subject to the Gaming Control Act of 1993 and regulations promulgated
thereunder and to the licensing and general control of the Minister for Racing
and Gaming. MGM Grand Australia Pty. Ltd. has entered into a casino operator's
agreement with the Minister pursuant to which MGM Grand Australia was granted
a license to conduct casino gaming on an exclusive basis through June 30, 2005
in the northern half of the Northern Territory (which includes Darwin, its
largest city, where MGM Grand Australia is located). The license provides for
good faith negotiations to reach agreement on an extension of the license. The
license provides for a tax payable to the Northern Territory government on
gross profits derived from gaming, including gaming devices. The license is
not exclusive with respect to gaming devices, and the Minister may permit such
devices to be placed in limited numbers in locations not operated by MGM Grand
Australia. However, under the license, a portion of the operators' win on such
gaming devices is to be offset against gaming tax otherwise payable by MGM
Grand Australia.
The license may be terminated if MGM Grand Australia breaches the casino
operator's agreement or the Northern Territory law or fails to operate in
accordance with the requirements of the license. The Northern Territory
authorities have the right under the Northern Territory law, the casino
operator's agreement and the license to monitor and approve virtually all
aspects of the conduct of gaming by MGM Grand Australia.
Additionally, under the terms of the license, the Minister has the right to
approve the directors and corporate secretary of MGM MIRAGE and its
subsidiaries which own or operate MGM Grand Australia, as well as changes in
the ownership or corporate structure of such subsidiaries. MGM MIRAGE is
required to file with the Northern Territory authorities copies of all
documents required to be filed by MGM MIRAGE or any of its subsidiaries with
the Nevada gaming authorities. In the event of any person becoming the
beneficial owner of 10% or more of our outstanding stock, the Minister must be
so notified and may investigate the suitability of such person. If the
Minister determines such person to be unsuitable and following such
determination such person remains the beneficial owner of 10% or more of our
stock, that would constitute a default under the license.
New Jersey Government Regulation
The ownership and operation of hotel/casino facilities and gaming
activities in Atlantic City, New Jersey are subject to extensive state
regulation under the New Jersey Casino Control Act and the regulations of the
New Jersey Casino Control Commission and other applicable laws. In order to
operate a hotel/casino property in New Jersey, a company must obtain a license
from the New Jersey Commission and obtain numerous other licenses, permits and
approvals from other state as well as local governmental authorities. The New
Jersey Act also established the New Jersey Division of Gaming Enforcement to
investigate all license applications, enforce the provisions of the New Jersey
Act and Regulations and prosecute all proceedings for violations of the New
Jersey Act and Regulations before the New Jersey Commission.
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The New Jersey Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. The New Jersey Act and
Regulations concern primarily the good character, honesty, integrity and
financial stability of casino licensees, their intermediary and holding
companies, their employees, their security holders and others financially
interested in casino operations; financial and accounting practices used in
connection with casino operations; rules of games, levels of supervision of
games and methods of selling and redeeming chips; manner of granting credit,
duration of credit and enforceability of gaming debts; and distribution of
alcoholic beverages.
Our wholly owned subsidiary, MGM Grand Atlantic City, Inc., has applied to
be licensed by the New Jersey Commission to operate a casino, and MGM MIRAGE
has applied to be approved as a qualified holding company. On July 24, 1996,
MGM MIRAGE and MGM Grand Atlantic City, Inc., and their then officers,
directors, and 5% or greater stockholders were found suitable for licensing by
the New Jersey Commission. On June 27, 1995, the New Jersey Commission found
Mirage and its then officers, directors and 5% or greater shareholders
suitable for licensing. These findings of suitability are subject to review
and revision by the New Jersey Commission based upon a change in any material
fact that is relevant to the findings.
The New Jersey Act further provides that each person who directly or
indirectly holds any beneficial interest or ownership of the securities issued
by a casino licensee or any of its intermediary or holding companies, those
persons who, in the opinion of the New Jersey Commission, have the ability to
control the casino licensee or its intermediary or holding companies or elect
a majority of the board of directors of said companies, other than a banking
or other licensed lending institution which makes a loan or holds a mortgage
or other lien acquired in the ordinary course of business, lenders and
underwriters of said companies are required to be qualified by the New Jersey
Commission. However, with respect to a publicly traded holding company such as
MGM MIRAGE, a waiver of qualification may be granted by the New Jersey
Commission, with the concurrence of the Director of the New Jersey Division,
if the New Jersey Commission determines that said persons or entities are not
significantly involved in the activities of a casino licensee and in the case
of security holders, do not have the ability to control MGM MIRAGE or elect
one or more of its directors. There exists a rebuttable presumption that any
person holding 5% or more of the equity securities of a casino licensee's
intermediary or holding company or a person having the ability to elect one or
more of the directors of such a company has the ability to control the company
and thus must obtain qualification from the New Jersey Commission.
Notwithstanding this presumption of control, the New Jersey Act provides
for a waiver of qualification for passive "institutional investors," as
defined by the New Jersey Act, if the institutional investor purchased
publicly traded securities for investment purposes only and where such
securities constitute less than 10% of the equity securities of a casino
licensee's holding or intermediary company or debt securities of a casino
licensee's holding or intermediary company representing a percentage of the
outstanding debt of such company not exceeding 20% or a percentage of any
issue of the outstanding debt of such company not exceeding 50%. The waiver of
qualification is subject to certain conditions including, upon request of the
New Jersey Commission, filing a certified statement that the institutional
investor has no intention of influencing or affecting the affairs of the
issuer, except that an institutional investor holding voting securities shall
be permitted to vote on matters put to a vote of the holders of outstanding
voting securities. Additionally, a waiver of qualification may also be granted
to institutional investors holding a higher percentage of securities of a
casino licensee's holding or intermediary company upon a showing of good
cause.
The New Jersey Act requires the certificate of incorporation of a publicly
traded holding company to provide that any securities of such corporation are
held subject to the condition that if a holder is found to be disqualified by
the New Jersey Commission pursuant to the New Jersey Act, such holder shall
dispose of his interest in such company. Accordingly, we amended our
certificate of incorporation to provide that a holder of our securities must
dispose of such securities if the holder is found disqualified under the New
Jersey Act. In addition, we amended our certificate of incorporation to
provide that we may redeem the stock of any holder found to be disqualified.
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If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or holding
company, not only must the disqualified holder dispose of such securities but
in addition, commencing on the date the New Jersey Commission serves notice
upon such a company of the determination of disqualification, it shall be
unlawful for the disqualified holder to:
. receive any dividends or interest upon any such securities;
. exercise, directly or through any trustee or nominee, any right
conferred by such securities; or
. receive any remuneration in any form from the licensee for services
rendered or otherwise.
If the New Jersey Commission should find a security holder to be
unqualified to be a holder of securities of a casino licensee or holding
company, the New Jersey Commission shall take any necessary action to protect
the public interest including the suspension or revocation of the casino
license except that if the disqualified person is the holder of securities of
a publicly traded holding company, the New Jersey Commission shall not take
action against the casino license if:
. the holding company has the corporate charter provisions concerning
divestiture of securities by disqualified owners required by the New
Jersey Act;
. the holding company has made good faith efforts including the pursuit of
legal remedies to comply with any order of the New Jersey Commission;
and
. the disqualified holder does not have the ability to control the company
or elect one or more members of the company's board of directors.
If the New Jersey Commission determines that a casino licensee has violated
the New Jersey Act or Regulations, or if any security holder of MGM MIRAGE or
a casino licensee who is required to be qualified under the New Jersey Act is
found to be disqualified but does not dispose of the securities, a casino
licensee could be subject to fines or its license could be suspended or
revoked. If a casino licensee's license is revoked after issuance, the New
Jersey Commission could appoint a conservator to operate and to dispose of the
hotel/casino facilities operated by such casino licensee. Net proceeds of a
sale by a conservator and net profits of operations by a conservator, at least
up to an amount equal to a fair return on investment which is reasonable for
casinos or hotels, would be paid to us.
The New Jersey Act imposes an annual tax of 8% on gross casino revenues, as
defined in the New Jersey Act. In addition, casino licensees are required to
invest 1.25% of gross casino revenues for the purchase of bonds to be issued
by the Casino Reinvestment Development Authority or make other approved
investments equal to that amount. In the event the investment requirement is
not met, the casino licensee is subject to a tax in the amount of 2.5% on
gross casino revenues. The New Jersey Commission has established fees for the
issuance or renewal of casino licenses and casino/hotel alcoholic beverage
licenses and an annual license fee on each slot machine.
In addition to compliance with the New Jersey Act and Regulations relating
to gaming, any property built in Atlantic City by MGM Grand Atlantic City,
Inc. or any other subsidiary of ours must comply with the New Jersey and
Atlantic City laws and regulations relating to, among other things, the
Coastal Area Facilities Review Act, construction of buildings, environmental
considerations and the operation of hotels.
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DESCRIPTION OF THE NOTES
You can find the definitions of certain terms used in this description
under the subheading "--Certain Definitions." In this description, the words
"MGM MIRAGE" refer only to MGM MIRAGE and not to any of its Subsidiaries.
MGM MIRAGE issued its 9 3/4% senior subordinated notes due 2007 under an
indenture among itself, the Subsidiary Guarantors (as defined below) and The
Bank of New York, as trustee. The terms of the notes include those provisions
contained in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939. We refer to the 9 3/4% senior subordinated
notes due 2007 in this section as the "notes."
The notes constitute a series of debt securities which are more fully
described in Appendix I to this prospectus. The following description of the
particular terms of the notes supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of the
debt securities which is reproduced from our prospectus dated May 5, 2000 and
which is set forth in Appendix I to this prospectus, to which description
reference is hereby made.
The following description is a summary of the material provisions of the
indenture. This summary does not restate the indenture in its entirety. We
urge you to read the indenture because the indenture, and not this
description, defines your rights as holders of the notes. Copies of the
indenture may be obtained from MGM MIRAGE.
Ranking
The notes are:
. general unsecured obligations of MGM MIRAGE;
. subordinated in right of payment to all existing and future Senior
Indebtedness of MGM MIRAGE;
. equal in right of payment with all other existing and future
Indebtedness of MGM MIRAGE (except for future Indebtedness that may be
subordinated to the notes); and
. guaranteed on a senior subordinated basis by each of the Subsidiaries of
MGM MIRAGE other than Excluded Subsidiaries (see "--Subsidiary
Guarantees" below).
As of September 15, 2000, MGM MIRAGE and the Subsidiary Guarantors had
approximately $5.4 billion of Senior Indebtedness, including approximately
$3.1 billion of borrowings under the Credit Facilities and $2.3 billion under
the Senior Notes (including the Mirage Notes). Effective upon consummation of
the Mirage merger, MGM MIRAGE and its Subsidiaries (other than the Excluded
Subsidiaries) guaranteed the Mirage Notes and Mirage and its Subsidiaries
guaranteed the other Senior Notes, in each case on a basis senior to the notes
and Subsidiary Guarantees of the notes.
In addition, as of September 15, 2000, the Subsidiaries of MGM MIRAGE that
are not Subsidiary Guarantors had total Indebtedness of approximately $141.5
million (excluding Indebtedness owed to MGM MIRAGE or any Subsidiary
Guarantor).
The indenture does not contain any limitation on the amount of Indebtedness
of MGM MIRAGE or its Subsidiaries, including Senior Indebtedness under the
Credit Facilities. In addition, the Credit Facilities and the Senior Notes
(including the Mirage Notes) will be equally and ratably secured by
substantially all assets of MGM MIRAGE and its Subsidiaries (other than
Excluded Subsidiaries) in the event of certain downgradings by rating agencies
or possibly in other circumstances. See "Description of Our Long Term Debt" in
Appendix I to this prospectus. The indenture does not limit liens on Senior
Indebtedness or, if such liens are created, require creation of any
corresponding liens securing the notes and guarantees. Except as described
under "Description of Debt Securities--Merger, Consolidation or Sale of
Assets" in Appendix I to this prospectus or "--Additional
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Covenants of MGM MIRAGE" below, the indenture does not contain any other
provisions that would afford holders of the notes protection in the event of
(i) a highly leveraged or similar transaction involving MGM MIRAGE or any of
its Subsidiaries or (ii) a reorganization, restructuring, merger or similar
transaction involving MGM MIRAGE or any of its Subsidiaries that may adversely
affect the holders of the notes. In addition, subject to the limitations set
forth under "Description of Debt Securities--Merger, Consolidation or Sale of
Assets" in Appendix I to this prospectus and under "--Additional Covenants of
MGM MIRAGE" below, MGM MIRAGE or any of its Subsidiaries may, in the future,
enter into certain transactions that would increase the amount of Indebtedness
of MGM MIRAGE or its Subsidiaries or substantially reduce or eliminate the
assets of MGM MIRAGE or its Subsidiaries, which may have an adverse effect on
MGM MIRAGE's ability to service its Indebtedness, including the notes.
Principal, Maturity and Interest
The indenture provides for the issuance by MGM MIRAGE of notes with a
maximum aggregate principal amount of $710 million. MGM MIRAGE has issued the
notes in denominations of $1,000 and integral multiples of $1,000. The notes
will mature on June 1, 2007.
Interest on the notes accrues at the rate of 9 3/4% per annum. Interest is
payable semiannually in arrears on June 1 and December 1, commencing on
December 1, 2000. MGM MIRAGE will make each interest payment to the holders of
record of the notes on the immediately preceding May 15 and November 15.
Interest on the notes accrues from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest is computed on the basis of a 360-day year comprised of twelve 30-day
months.
Subsidiary Guarantees
MGM MIRAGE's payment Obligations under the notes are jointly and severally
guaranteed (the "Subsidiary Guarantees") by each of the Subsidiaries of MGM
MIRAGE other than the Excluded Subsidiaries (the "Subsidiary Guarantors"). The
Excluded Subsidiaries include all non-U.S. Subsidiaries of MGM MIRAGE and such
non-U.S. Subsidiaries' U.S. holding companies. The Excluded Subsidiaries also
include MGM Grand Detroit, LLC and MGM Grand Detroit II, LLC; MGM Grand
Detroit, LLC is a guarantor under the Credit Facilities but such guarantee is
limited to the amount of the proceeds of borrowings under the Credit
Facilities made available to MGM Grand Detroit, LLC. Each Subsidiary Guarantee
will be (i) subordinated to the prior payment in full of all Senior
Indebtedness of the Subsidiary Guarantor on the same basis as the notes are
subordinated to Senior Indebtedness of MGM MIRAGE and (ii) equal in right of
payment with all other existing and future Indebtedness of the Subsidiary
Guarantor (except for future Indebtedness that may be subordinated to the
Subsidiary Guarantee). The obligations of each Subsidiary Guarantor under its
Subsidiary Guarantee will be limited so as not to constitute a fraudulent
conveyance under applicable law. On May 30, 2000, the Nevada Gaming Commission
granted MGM MIRAGE prior approval, which was amended on September 28, 2000, to
make public offerings through July 2001, subject to certain conditions. The
shelf approval includes prior approvals by the Nevada Gaming Commission of the
Subsidiary Guarantees by Subsidiaries of MGM MIRAGE. Similar approvals were
obtained from the Mississippi Gaming Commission on May 18, 2000 with respect
to the guarantees by the corporate Subsidiaries of Mirage licensed in
Mississippi. See "Regulation and Licensing--Nevada Gaming Regulation" and "--
Mississippi Government Regulation."
In addition to the Subsidiary Guarantors named in the indenture, the
indenture provides that, except for Excluded Subsidiaries, any existing or
future Subsidiary of MGM MIRAGE shall become a Subsidiary Guarantor if such
Subsidiary Incurs any Indebtedness or if and for so long as such Subsidiary
provides a guarantee in respect of Senior Indebtedness of MGM MIRAGE.
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No Subsidiary Guarantor will be permitted to consolidate with or merge with
or into (whether or not such Subsidiary Guarantor is the surviving Person)
another corporation, Person or entity whether or not affiliated with such
Subsidiary Guarantor unless:
(i) subject to the provisions of the following paragraph, the Person
formed by or surviving any such consolidation or merger (if other than such
Subsidiary Guarantor) assumes all the obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee and the indenture pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
trustee; and
(ii) immediately after giving effect to such transaction, no Default or
Event of Default exists.
The indenture provides that in the event of (a) a sale or other disposition
of all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation or otherwise or (b) a sale or other disposition of all of the
capital stock of any Subsidiary Guarantor, then the Subsidiary Guarantor (in
the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Subsidiary
Guarantor) or the corporation acquiring the property (in the event of a sale
or other disposition of all of the assets of the Subsidiary Guarantor) will be
released and relieved of any obligations under its Subsidiary Guarantee,
except in the event of a sale or other disposition to MGM MIRAGE, any other
Subsidiary Guarantor or any Affiliate thereof.
Optional Redemption
Upon not less than 30 nor more than 60 days' notice, MGM MIRAGE may redeem
the notes in whole but not in part at any time at a redemption price equal to
100% of the principal amount thereof plus the Make-Whole Premium, together
with accrued and unpaid interest thereon, if any, to the applicable redemption
date.
Notices of redemption shall be mailed by first class mail at least 30 but
not more than 60 days before the redemption date to each holder of notes to be
redeemed at its registered address.
Notes called for redemption become due on the date fixed for redemption. On
and after the redemption date, interest ceases to accrue on notes called for
redemption unless MGM MIRAGE defaults in payment of the redemption price.
Mandatory Redemption
MGM MIRAGE will not be required to make any mandatory redemption or sinking
fund payments in respect of the notes.
Mandatory Disposition Pursuant to Gaming Laws
Each holder, by accepting a note, shall be deemed to have agreed that if
the gaming authority of any jurisdiction in which MGM MIRAGE or any of its
Subsidiaries conducts or proposes to conduct gaming requires that a person who
is a holder or the beneficial owner of notes 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, MGM MIRAGE shall have the
right, at its option:
. to require such Person to dispose of its notes or beneficial interest
therein within 30 days of receipt of notice of MGM MIRAGE's election or
such earlier date as may be requested or prescribed by such gaming
authority; or
. to redeem such notes, which redemption may be less than 30 days
following the notice of redemption if so requested or prescribed by the
applicable gaming authority, at a redemption price equal to:
(1) the lesser of:
(a) the Person's cost, 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; and
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(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 order of
the applicable gaming authority.
MGM MIRAGE shall notify the trustee in writing of any such redemption as
soon as practicable. MGM MIRAGE shall not be responsible for any costs or
expenses any holder of MGM MIRAGE notes may incur in connection with its
application for a license, qualification or a finding of suitability.
Subordination
The payment of principal, interest and premium, if any, on and all other
Obligations owing in respect of the notes and the Subsidiary Guarantees will
be subordinated in right of payment, as set forth in the indenture and the
Subsidiary Guarantees, to the prior payment in full in cash of all Senior
Indebtedness of MGM MIRAGE and the Subsidiary Guarantors.
The holders of Senior Indebtedness will be entitled to receive payment in
full in cash of all Obligations due in respect of Senior Indebtedness
(including interest accruing after the commencement of any bankruptcy,
insolvency or similar proceeding at the rate specified in the applicable
Senior Indebtedness, whether or not such interest is an allowed claim in any
such proceeding) before the holders of notes will be entitled to receive any
payment of any kind or character with respect to the notes (except that
holders of notes may receive payments made from the trust described under
"Description of Debt Securities--Defeasance of Debt Securities or Certain
Covenants in Certain Circumstances" in Appendix I to this prospectus), in the
event of any distribution to creditors of MGM MIRAGE or any Subsidiary
Guarantor:
. in a total or partial liquidation or dissolution of MGM MIRAGE or any
Subsidiary Guarantor;
. in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to MGM MIRAGE or any Subsidiary Guarantor or its
respective property;
. in an assignment for the benefit of creditors; or
. in any marshalling of assets and liabilities of MGM MIRAGE or any
Subsidiary Guarantor.
MGM MIRAGE and each Subsidiary Guarantor also may not make any payment in
respect of the notes (except from the trust described under "Description of
Debt Securities--Defeasance of Debt Securities or Certain Covenants in Certain
Circumstances" in Appendix I to this prospectus) if:
. a payment default on Designated Senior Indebtedness occurs and is
continuing; or
. any other default occurs and is continuing on Designated Senior
Indebtedness that permits holders of the Designated Senior Indebtedness
to accelerate its maturity and the trustee receives a notice of such
default (a "Payment Blockage Notice") from the Representative of any
Designated Senior Indebtedness.
Payments on the notes may and shall be resumed:
. in the case of a payment default, upon the date on which such default is
cured or waived; and
. in case of a nonpayment default, the earlier of the date on which such
nonpayment default is cured or waived (so long as no other nonpayment
default exists) or 179 days after the date on which the applicable
Payment Blockage Notice is received, unless the maturity of any
Designated Senior Indebtedness has been accelerated.
No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the effectiveness of the immediately prior Payment Blockage
Notice.
No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the trustee shall be, or be made,
the basis for a subsequent Payment Blockage Notice unless such default shall
have been cured or waived for a period of not less than 180 days.
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MGM MIRAGE must promptly notify holders of Designated Senior Indebtedness
or their Representative if payment of the notes is accelerated because of an
Event of Default.
As a result of the subordination provisions described above, in the event
of a bankruptcy, liquidation or reorganization of MGM MIRAGE or any Subsidiary
Guarantor, holders of these notes may recover less ratably than creditors of
MGM MIRAGE and the Subsidiary Guarantors who are holders of Senior
Indebtedness. The indenture does not limit the ability of the Company or any
Subsidiary Guarantor to incur Senior Indebtedness or any other Indebtedness or
the ability of any Excluded Subsidiary to incur any Indebtedness. See "Risk
Factors."
Additional Covenants of MGM MIRAGE
Limitation on Liens
Other than as provided below under "--Exempted Liens and Sale and Lease-
Back Transactions," neither MGM MIRAGE nor any of the Subsidiary Guarantors
may issue, assume or guarantee any Indebtedness secured by a Lien upon any
Principal Property or on any evidences of Indebtedness or shares of capital
stock of, or other ownership interests in, any Subsidiaries (regardless of
whether the Principal Property, Indebtedness, capital stock or ownership
interests were acquired before or after the date of the indenture) without
effectively providing that the notes shall be secured equally and ratably with
(or prior to) such Indebtedness so long as such Indebtedness shall be so
secured, except that this restriction will not apply to:
(a) Liens existing on the date of original issuance of the notes;
(b) Liens affecting property of a corporation or other entity existing
at the time it becomes a Subsidiary Guarantor or at the time it is merged
into or consolidated with MGM MIRAGE or a Subsidiary Guarantor (provided
that such Liens are not incurred in connection with, or in contemplation
of, such entity becoming a Subsidiary Guarantor or such merger or
consolidation and do not extend to or cover property of MGM MIRAGE or any
Subsidiary Guarantor other then property of the entity so acquired or which
becomes a Subsidiary Guarantor);
(c) Liens (including purchase money Liens) on property existing at the
time of acquisition thereof or to secure Indebtedness Incurred prior to, at
the time of, or within 24 months after the acquisition for the purpose of
financing all or part of the purchase price thereof (provided that such
Liens do not extend to or cover any property of MGM MIRAGE or any
Subsidiary Guarantor other than the property so acquired);
(d) Liens on any property to secure all or part of the cost of
improvements or construction thereon or Indebtedness Incurred to provide
funds for such purpose in a principal amount not exceeding the cost of such
improvements or construction;
(e) Liens which secure Indebtedness of a Subsidiary of MGM MIRAGE to MGM
MIRAGE or to a Subsidiary Guarantor or which secure Indebtedness of MGM
MIRAGE to a Subsidiary Guarantor;
(f) Liens on the stock, partnership or other equity interest of MGM
MIRAGE or Subsidiary Guarantor in any Joint Venture or any Subsidiary which
owns an equity interest in such Joint Venture to secure Indebtedness,
provided the amount of such Indebtedness is contributed and/or advanced
solely to such Joint Venture;
(g) Liens securing Senior Indebtedness;
(h) certain Liens to government entities, including pollution control or
industrial revenue bond financing;
(i) Liens required by any contract or statute in order to permit MGM
MIRAGE or a Subsidiary of MGM MIRAGE to perform any contract or subcontract
made by it with or at the request of a governmental entity;
(j) mechanic's, materialman's, carrier's or other like Liens, arising in
the ordinary course of business;
(k) certain Liens for taxes or assessments and similar charges;
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(l) zoning restrictions, easements, licenses, covenants, reservations,
restrictions on the use of real property and certain other minor
irregularities of title; and
(m) any extension, renewal, replacement or refinancing of any
Indebtedness secured by a Lien permitted by any of the foregoing clauses
(a) through (g).
Notwithstanding the foregoing, the foregoing covenant shall not apply to
equity securities of future Subsidiaries of MGM MIRAGE to the extent such
covenant constitutes an agreement not to encumber the equity securities of
such Subsidiary and requires a regulatory approval, unless and until such
approval is obtained. See "Regulation and Licensing--Nevada Gaming
Regulation," "--Mississippi Government Regulation" and "Description of Notes--
Gaming Approvals."
Limitation on Sale and Lease-Back Transactions
Other than as provided below under "--Exempted Liens and Sale and Lease-
Back Transactions," neither MGM MIRAGE nor any Subsidiary Guarantor will enter
into any Sale and Lease-Back Transaction unless either:
(i) MGM MIRAGE or such Subsidiary Guarantor would be entitled, pursuant
to the provisions described in clauses (a) through (m) under "--Limitation
on Liens" above, to create, assume or suffer to exist a Lien on the
property to be leased without equally and ratably securing the notes; or
(ii) an amount equal to the greater of the net cash proceeds of such
sale or the fair market value of such property (in the good faith opinion
of MGM MIRAGE's board of directors) is applied within 120 days to the
retirement or other discharge of its Funded Debt.
Exempted Liens and Sale and Lease-Back Transactions
Notwithstanding the restrictions set forth in "--Limitation on Liens" and
"--Limitation on Sale and Lease-Back Transactions" above, MGM MIRAGE or any
Subsidiary Guarantor may create, assume or suffer to exist Liens or enter into
Sale and Lease-Back Transactions not otherwise permitted as described above,
provided that at the time of such event, and after giving effect thereto, the
sum of outstanding Indebtedness secured by such Liens (not including Liens
permitted under "--Limitation on Liens" above) plus all Attributable Debt in
respect of such Sale and Lease-Back Transactions entered into (not including
Sale and Lease-Back Transactions permitted under "--Limitation on Sale and
Lease-Back Transactions" above), measured, in each case, at the time any such
Lien is incurred or any such Sale and Lease-Back Transaction is entered into,
by MGM MIRAGE and the Subsidiary Guarantors does not exceed 15% of
Consolidated Net Tangible Assets.
Limitation on Senior Subordinated Indebtedness
MGM MIRAGE will not Incur any Indebtedness that is subordinate in right of
payment to any Senior Indebtedness unless such Indebtedness is pari passu
with, or subordinated in right of payment to, the notes. No Subsidiary
Guarantor will Incur any Indebtedness that is subordinate in right of payment
to any Senior Indebtedness unless such Indebtedness is pari passu with, or
subordinated in right of payment to, any Subsidiary Guarantee executed by the
Subsidiary Guarantor.
Subsidiary Guarantees
In addition to the Subsidiary Guarantors named in the indenture, the
indenture provides that any existing or future Subsidiary of MGM MIRAGE (other
than an Excluded Subsidiary) shall become a Subsidiary Guarantor, on a senior
subordinated basis (pursuant to subordination provisions substantially similar
to those described above under the subheading "Subordination"), of MGM
MIRAGE's payment Obligations under the notes and the indenture, if such
Subsidiary Incurs any Indebtedness or if and for so long as such Subsidiary
provides a guarantee in respect of Senior Indebtedness of MGM MIRAGE.
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Repurchase at the Option of Holders Upon a Change of Control
Upon the occurrence of a Change of Control, each holder of notes shall have
the right to require MGM MIRAGE to repurchase all or any part of such holder's
notes pursuant to the offer described below (the "Change of Control Offer") at
a purchase price (the "Change of Control Purchase Price") equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
purchase date (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date).
Within 30 days following any Change of Control, MGM MIRAGE or, at MGM
MIRAGE's request, the Trustee will mail to each holder of notes a notice
stating:
. that a Change of Control has occurred and a Change of Control Offer is
being made pursuant to the covenant entitled "Repurchase at the Option
of Holders Upon a Change of Control" and that all notes timely tendered
will be accepted for payment;
. the Change of Control Purchase Price and the purchase date, which shall
be, subject to any contrary requirements of applicable law, a business
day no earlier than 30 days nor later than 60 days from the date such
notice is mailed;
. the circumstances and relevant facts regarding the Change of Control;
and
. the procedures that holders of notes must follow in order to tender
their notes (or portions thereof) for payment, and the procedures that
holders of notes must follow in order to withdraw an election to tender
notes (or portions thereof) for payment.
MGM MIRAGE will comply, to the extent applicable, with the requirements of
Section 14(e) of the Securities Exchange Act of 1934 and any other securities
laws or regulations in connection with the repurchase of notes pursuant to a
Change of Control Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of the covenant described
hereunder, MGM MIRAGE will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
covenant described hereunder by virtue of such compliance.
The Change of Control repurchase feature is a result of negotiations
between MGM MIRAGE and representatives of the underwriters. Management has no
present intention to engage in a transaction involving a Change of Control,
although it is possible that MGM MIRAGE would decide to do so in the future.
The definition of Change of Control includes a phrase relating to the sale,
transfer, assignment, lease, conveyance or other disposition of "all or
substantially all" the assets of MGM MIRAGE. Although there is a developing
body of case law interpreting the phrase "substantially all," there is no
precise established definition of the phrase under applicable law.
Accordingly, if MGM MIRAGE disposes of less than all its assets by any of the
means described above, the ability of a holder of notes to require MGM MIRAGE
to repurchase its notes may be uncertain. In such a case, holders of the notes
may not be able to resolve this uncertainty without resorting to legal action.
The Credit Facilities provide that the occurrence of certain of the events
that would constitute a Change of Control could lead to termination of
commitments and require the early repayment of loans under the Credit
Facilities. Other future debt of MGM MIRAGE may contain prohibitions of
certain events which would constitute a Change of Control or require such debt
to be repurchased upon a Change of Control. Moreover, the exercise by holders
of notes of their right to require MGM MIRAGE to repurchase such notes could
cause a default under existing or future debt of MGM MIRAGE, even if the
Change of Control itself does not, due to the financial effect of such
repurchase on MGM MIRAGE. If repurchase upon a Change of Control would
constitute a default on Designated Senior Indebtedness, a Payment Blockage
Notice could result, preventing such repurchase. Finally, MGM MIRAGE's ability
to pay cash to holders of notes upon a repurchase may be limited by its then
existing financial resources. There can be no assurance that sufficient funds
will be available when necessary to make any required repurchases. MGM
MIRAGE's failure to make a required Change of Control Offer or to purchase
notes in connection with a Change of Control Offer would result in a default
under the
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indenture. Such a default would, in turn, constitute a default under other
existing debt of MGM MIRAGE, and may constitute a default under future debt as
well. MGM MIRAGE'S obligation to make an offer to repurchase the notes as a
result of a Change of Control may be waived or modified at any time prior to
the occurrence of such Change of Control with the written consent of the
holders of a majority in principal amount of the notes. See "Supplemental
Modification and Waiver Provisions."
MGM MIRAGE will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by MGM
MIRAGE and purchases all of the notes validly tendered and not withdrawn under
such Change of Control Offer.
Supplemental Events of Default
Reference is made to the section entitled "Description of Debt Securities"
in Appendix I to this prospectus for a description of events of default
applicable to the notes under the indenture. In addition to such events of
default, the following events each constitute an event of default applicable
to the notes under the indenture:
(i) the acceleration of the maturity of any Indebtedness of MGM MIRAGE
or any Subsidiary Guarantor (other than Non-recourse Indebtedness), at any
one time, in an amount in excess of the greater of (a) $25 million and (b)
5% of Consolidated Net Tangible Assets, if such acceleration is not
annulled within 30 days after written notice as provided in the indenture;
(ii) entry of final judgments against MGM MIRAGE or any Subsidiary
Guarantor which remain undischarged for a period of 60 days, provided that
the aggregate of all such judgments exceeds $25 million and judgments
exceeding $25 million remain undischarged for 60 days after notice; and
(iii) the failure (a) to make timely any offer to purchase the notes or
(b) on the applicable purchase date, to purchase the notes required to be
purchased, in each case, as required under "Additional Covenants of MGM
MIRAGE--Repurchase at the Option of Holders Upon a Change of Control."
Supplemental Modification or Waiver Provisions
Reference is made to the section entitled "Description of Debt Securities--
Modification and Waiver" in Appendix I to this prospectus for a description of
provisions pertaining to modifications or waivers of the indenture, provided
with respect to these notes and the indenture, references in such section to
MGM MIRAGE (formerly MGM Grand, Inc.) shall also be deemed to include the
Subsidiary Guarantors. In addition to the other modifications or waivers
specified therein that require the consent of each affected holder of the
notes, a release of any Subsidiary Guarantor (except in accordance with the
provisions of the indenture) requires the consent of each affected holder of
notes. In addition, no such modification or waiver may, without the consent of
the holder of each note, at any time after a Change of Control has occurred,
change the time at which the Change of Control Offer related thereto must be
made or change the time or price at which the notes must be repurchased
pursuant to such Change of Control Offer.
Gaming Approvals
Restrictions on the transfer of the equity securities of the corporate
Subsidiaries licensed in Nevada of MGM MIRAGE, and agreements not to encumber
such equity securities, in each case in respect of the notes, require the
prior approval of the Nevada Gaming Commission in order to be effective. On
May 30, 2000, the Nevada Gaming Commission granted MGM MIRAGE prior approval,
which was amended on September 28, 2000, to make public offerings through July
2001, subject to certain conditions. The shelf approval includes prior
approval by the Nevada Gaming Commission of restrictions on the transfer of
the equity securities of MGM MIRAGE's corporate Subsidiaries licensed in
Nevada and agreements not to encumber such equity securities, in each case in
respect of the notes. Similar approvals were obtained from the Mississippi
Gaming Commission on May 18, 2000, with respect to these restrictions and
agreements not to encumber the equity securities of the corporate
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Subsidiaries of MGM MIRAGE licensed in Mississippi, whether securities are
issued in a private placement or a public offering. For more information, see
"Regulation and Licensing--Nevada Gaming Regulation" and "--Mississippi Gaming
Regulation."
Compliance with Gaming Laws
Each holder of a note, by accepting any note, agrees to be bound by the
requirements imposed on holders of debt securities of MGM MIRAGE by the gaming
authority of any jurisdiction in which MGM MIRAGE or any of its Subsidiaries
conducts or proposes to conduct gaming activities. For a description of the
regulatory requirements applicable to MGM MIRAGE, see "Regulation and
Licensing" in this prospectus.
Reports
So long as any notes are outstanding, MGM MIRAGE will file with the trustee
under the indenture the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 or Section 15(d) of the
Exchange Act with respect to securities listed and registered on a national
securities exchange as such rules and regulations may require.
Book-Entry; Delivery and Form
The notes sold within the United States were initially issued in the form
of one or more global notes. The global notes were deposited with, or on
behalf of, The Depository Trust Company ("DTC") and registered in the name of
DTC or its nominee, who is the global notes holder. Except as set forth below,
the global notes may be transferred, in whole and not in part, only to DTC or
another nominee of DTC. Investors may hold their beneficial interests in the
global notes directly through DTC if they are participating organizations or
"participants" in such system or indirectly through organizations that are
participants in such system.
Depository Procedures
DTC has advised MGM MIRAGE that DTC is a limited-purpose trust company that
was created to hold securities for its participants and to facilitate the
clearance and settlement of transactions in such securities between
participants through electronic book-entry changes in accounts of its
participants. The participants include securities brokers and dealers, banks
and trust companies, clearing corporations and certain other organizations.
Access to DTC's system is also available to other entities such as banks,
brokers, dealers and trust companies, which we refer to as "indirect
participants," that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Persons who are not participants
may beneficially own securities held by or on behalf of DTC only through the
participants or the indirect participants.
MGM MIRAGE expects that pursuant to procedures established by DTC:
(i) upon deposit of the global notes, DTC will credit the accounts of
participants designated by Underwriters with portions of the principal
amount of the global notes; and
(ii) ownership of the notes evidenced by the global notes will be shown
on, and the transfer of ownership thereof will be effected only through,
records maintained by DTC (with respect to the interests of the
participants), the participants and the indirect participants.
The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer notes evidenced by the global notes will be limited to such extent.
So long as the global notes holder is the registered owner of any notes,
the global notes holder will be considered the sole holder under the indenture
of any notes evidenced by the global notes. Beneficial owners of notes
evidenced by the global notes will not be considered the owners or holders
thereof under the indenture for
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any purpose, including with respect to the giving of any directions,
instructions or approvals to the trustee thereunder. Neither MGM MIRAGE nor
the applicable trustee will have any responsibility or liability for any
aspect of the records of DTC or for maintaining, supervising or reviewing any
records of DTC relating to the notes.
Payments in respect of the principal of, premium, if any, and interest on
any notes registered in the name of the global notes holder on the applicable
record date will be payable by the applicable trustee to or at the direction
of the global notes holder in its capacity as the registered holder under the
indenture. Under the terms of the indenture, MGM MIRAGE and the applicable
trustee may treat the persons in whose names notes, including the global
notes, are registered as the owners thereof for the purpose of receiving such
payments. Consequently, neither MGM MIRAGE nor the applicable trustee has or
will have any responsibility or liability for the payment of such amounts to
beneficial owners of notes. MGM MIRAGE believes, however, that it is currently
the policy of DTC to immediately credit the accounts of the relevant
participants with such payments, in amounts proportionate to their respective
holdings of beneficial interests in the relevant security as shown on the
records of DTC. Payments by the participants and the indirect participants to
the beneficial owners of notes will be governed by standing instructions and
customary practice and will be the responsibility of the participants or the
indirect participants.
Certificated Securities
Subject to certain conditions, any person having a beneficial interest in a
global note may, upon request to the trustee, exchange such beneficial
interest for notes in the form of certificated securities. Upon any such
issuance, the trustee is required to register such certificated securities in
the name of, and cause the same to be delivered to, such person or persons (or
the nominee of any thereof). In addition, if:
(i) MGM MIRAGE notifies the trustee in writing that DTC is no longer
willing or able to act as a depositary and MGM MIRAGE is unable to locate a
qualified successor within 90 days; or
(ii) MGM MIRAGE, at its option, notifies the trustee in writing that it
elects to cause the issuance of notes in the form of certificated
securities under the indenture, then, upon surrender by the global notes
holder of its global notes, notes in such form will be issued to each
person that the global notes holder and DTC identify as being the
beneficial owner of the related notes.
Neither MGM MIRAGE nor the trustee will be liable for any delay by the
global notes holder or DTC in identifying the beneficial owners of notes and
MGM MIRAGE and the trustee may conclusively rely on, and will be protected in
relying on, instructions from the global notes holder or DTC for all purposes.
Same-Day Settlement and Payment
The indenture requires that payments in respect of the notes represented by
the global notes (including principal, premium, if any, and interest) be made
by wire transfer of immediately available funds to the accounts specified by
the global notes holder. With respect to certificated securities, MGM MIRAGE
will make all payments of principal, premium, if any, and interest by wire
transfer of immediately available funds to the accounts specified by the
holders thereof or, if no such account is specified, by mailing a check to
each such holder's registered address.
Paying Agent and Registrar for the Notes
The trustee will initially act as paying agent and registrar for the notes.
MGM MIRAGE may change the paying agent or registrar without prior notice to
the holders of the notes, and MGM MIRAGE or any of its Subsidiaries may act as
paying agent or registrar.
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Transfer and Exchange
A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and MGM MIRAGE may
require a holder to pay any taxes and fees required by law or permitted by the
indenture. MGM MIRAGE is not required to transfer or exchange any note
selected for redemption. Also, MGM MIRAGE is not required to transfer or
exchange any note for a period of 15 days before a selection of notes to be
redeemed.
The registered holder of a note will be treated as the owner of it for all
purposes.
Concerning the Trustee
If the trustee becomes a creditor of MGM MIRAGE, the indenture limits its
right to obtain payment of claims in certain cases, or to realize on certain
property received in respect of any such claim as security or otherwise. The
trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.
The holders of a majority in aggregate principal amount of the then
outstanding notes will have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the trustee,
subject to certain exceptions. The indenture provides that in case an Event of
Default shall occur and be continuing, the trustee will be required, in the
exercise of its power, to use the degree of care of a prudent man in the
conduct of his own affairs. Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the
indenture at the request of any holder of notes, unless such holder shall have
offered to the trustee security and indemnity satisfactory to it against any
loss, liability or expense.
Certain Definitions
Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with") as used with respect to any
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
agreement or otherwise.
"Attributable Debt" with respect to any Sale and Lease-Back Transaction
that is subject to the restrictions described under "--Additional Covenants of
MGM MIRAGE--Limitation on Sale and Lease-Back Transactions" means the present
value of the minimum rental payments called for during the terms of the lease
(including any period for which such lease has been extended), determined in
accordance with generally accepted accounting principles, discounted at a rate
that, at the inception of the lease, the lessee would have incurred to borrow
over a similar term the funds necessary to purchase the leased assets.
"Change of Control" means the occurrence of any of the following events:
(a) if any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934 or any successor
provisions to either of the foregoing), other than any Permitted Holders,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, except that a person will be deemed to have "beneficial ownership" of
all shares that any such person has the right to acquire, whether such
right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of MGM MIRAGE (for purposes of this clause (a), such person or
group shall be deemed to beneficially own any Voting Stock of a
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corporation held by any other corporation (the "parent corporation") so
long as such person or group beneficially owns, directly or indirectly, in
the aggregate a majority of the total voting power of the Voting Stock of
such parent corporation); or
(b) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the assets
of MGM MIRAGE and its Subsidiaries, considered as a whole, to another
person (other than a disposition of such assets as an entirety or virtually
as an entirety to one or more Wholly Owned Subsidiary Guarantors) shall
have occurred, or MGM MIRAGE merges, consolidates or amalgamates with or
into any other Person or any other Person merges, consolidates or
amalgamates with or into MGM MIRAGE, in any event pursuant to a transaction
in which the outstanding Voting Stock of MGM MIRAGE is reclassified into or
exchanged for cash, securities or other property, other than any such
transaction where:
(1) the outstanding Voting Stock of MGM MIRAGE is reclassified into
or exchanged for other Voting Stock of MGM MIRAGE or for Voting Stock
of the surviving corporation, and
(2) the holders of the Voting Stock of MGM MIRAGE immediately prior
to such transaction own, directly or indirectly, not less than a
majority of the Voting Stock of MGM MIRAGE or the surviving corporation
immediately after such transaction; or
(c) the first day on which a majority of the members of the Board of
Directors of MGM MIRAGE are not Continuing Directors.
"Consolidated Net Tangible Assets" means the total amount of assets
(including investments in Joint Ventures) of MGM MIRAGE and its Subsidiaries
(less applicable depreciation, amortization and other valuation reserves)
after deducting therefrom (a) all current liabilities of MGM MIRAGE and its
Subsidiaries (excluding (i) the current portion of long-term Indebtedness,
(ii) intercompany liabilities and (iii) any liabilities which are by their
terms renewable or extendible at the option of the obligor thereon to a time
more than 12 months from the time as of which the amount thereof is being
computed) and (b) all goodwill, trade names, trademarks, patents, unamortized
debt discount and any other like intangibles, all as set forth on the
consolidated balance sheet of MGM MIRAGE for the most recently completed
fiscal quarter for which financial statements are available and computed in
accordance with generally accepted accounting principles.
"Continuing Director" means, as of any date of determination, any member of
the Board of Directors of MGM MIRAGE who (i) was a member of that Board of
Directors on the date of the indenture, (ii) had been a member of that Board
of Directors for the two years immediately preceding such date of
determination or (iii) was nominated for election or elected to that Board of
Directors with the affirmative vote of the greater of (x) a majority of
Continuing Directors who were members of that Board at the time of such
nomination or election or (y) at least three Continuing Directors.
"Credit Facilities" means, collectively: (i) the Second Amended and
Restated Loan Agreement, dated as of April 10, 2000, among MGM MIRAGE, as
Borrower, MGM Grand Atlantic City, Inc. and MGM Grand Detroit, LLC, as Co-
Borrowers, the Banks, Syndication Agent, Documentation Agents and Co-
Documentation Agents therein named, and Bank of America, N.A., as
Administrative Agent (and their successors and assigns from time to time party
thereto), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, renewed, extended, refunded, replaced or refinanced from
time to time; (ii) the 364-Day Loan Agreement, dated as of April 10, 2000,
among MGM MIRAGE, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand
Detroit, LLC, as Co-Borrowers, the Banks, Syndication Agent, Documentation
Agents and Co-Documentation Agents therein named, and Bank of America, N.A.,
as Administrative Agent (and their successors and assigns from time to time
party thereto), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, in each case as
amended, modified, renewed, extended, refunded, replaced or refinanced from
time to time; and (iii) the Term Loan Agreement, dated as of April 7, 2000,
among MGM MIRAGE, as Borrower, MGM Grand Atlantic City, Inc. and MGM Grand
Detroit, LLC, as Co-Borrowers, the Banks, Syndication Agent,
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Documentation Agents and Co-Documentation Agents therein named, and Bank of
America, N.A., as Administrative Agent (and their successors and assigns from
time to time party thereto), including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, in each case as amended, modified, renewed, extended, refunded,
replaced or refinanced from time to time.
"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.
"Designated Senior Indebtedness" means (i) Indebtedness under the Credit
Facilities, (ii) Indebtedness under the Senior Notes and (iii) any other
Senior Indebtedness the principal amount of which is $100.0 million or more
and that has been designated by MGM Grand as "Designated Senior Indebtedness"
in the documentation with respect thereto.
"Excluded Subsidiary" means The MGM Grand Bally's Monorail, LLC, MGM Grand
Detroit, LLC, MGM Grand Detroit II, LLC and MGM MIRAGE's non-U.S. Subsidiaries
whose only tangible assets are located in foreign nations and their U.S.
holding companies, provided such holding companies have no other assets or
operations and provided that except for MGM Grand Detroit, LLC to the extent
it guarantees any amounts of proceeds of borrowings under the Credit
Facilities made available to MGM Grand Detroit, LLC, if any Excluded
Subsidiary becomes subject to the covenants in the Credit Facilities
applicable to the Subsidiary Guarantors or grants any Liens to secure the
Credit Facilities, or if any Excluded Subsidiary guarantees or grants any
Liens to secure any of the Existing Senior Notes, such Excluded Subsidiary
will thereafter not be an Excluded Subsidiary.
"Funded Debt" means all Indebtedness of MGM MIRAGE or any Subsidiary
Guarantor which (i) matures by its terms on, or is renewable at the option of
any obligor thereon to, a date more than one year after the date of original
issuance of such Indebtedness and (ii) ranks at least pari passu with the
notes or the applicable Subsidiary Guarantee.
"Incur" means, with respect to any Indebtedness, to incur, create, issue,
assume, guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness;
provided that the accrual of interest shall not be considered an Incurrence of
Indebtedness.
"Indebtedness" of any Person means (i) any indebtedness of such Person,
contingent or otherwise, in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to
a portion thereof), or evidenced by notes, bonds, debentures or similar
instruments or letters of credit, or representing the balance deferred and
unpaid of the purchase price of any property, including any such indebtedness
Incurred in connection with the acquisition by such Person or any of its
Subsidiaries of any other business or entity, if and to the extent such
indebtedness would appear as a liability upon a balance sheet of such Person
prepared in accordance with generally accepted accounting principles,
including for such purpose obligations under capitalized leases, and (ii) any
guarantee, endorsement (other than for collection or deposit in the ordinary
course of business), discount with recourse, or any agreement (contingent or
otherwise) to purchase, repurchase or otherwise acquire or to supply or
advance funds with respect to, or to become liable with respect to (directly
or indirectly) any indebtedness, obligation, liability or dividend of any
Person, but shall not include indebtedness or amounts owed for compensation to
employees, or for goods or materials purchased, or services utilized, in the
ordinary course of business of such Person. For purposes of this definition of
Indebtedness, a "capitalized lease" shall be deemed to mean a lease of real or
personal property which, in accordance with generally accepted accounting
principles, is required to be capitalized.
"Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.
"Joint Venture" means any partnership, corporation or other entity, in
which up to and including 50% of the partnership interests, outstanding voting
stock or other equity interests is owned, directly or indirectly, by MGM
MIRAGE and/or one or more of its Subsidiaries.
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"Lien" means any mortgage, pledge, hypothecation, assignment, deposit,
arrangement, encumbrance, security interest, lien (statutory or otherwise), or
preference, priority or other security or similar agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation,
any conditional sale or other title retention agreement having substantially
the same economic effect as any of the foregoing).
"Make-Whole Premium" means, with respect to any note at any redemption
date, the excess, if any, of (i) the present value of the sum of the principal
amount and premium, if any, that would be payable on such note on its maturity
date and all remaining interest payments (not including any portion of such
payments of interest accrued as of the redemption date) to and including such
maturity date, discounted on a semi-annual bond equivalent basis from such
maturity date to the redemption date at a per annum interest rate equal to the
sum of the Treasury Yield (determined on the business day immediately
preceding the date of such redemption), plus 50 basis points, over (ii) the
principal amount of the note being redeemed.
"Mirage Notes" means (i) Mirage Resorts, Incorporated's 6 5/8% notes due
2005 in the principal amount of $200 million, (ii) Mirage Resorts,
Incorporated's 7 1/4% notes due 2006 in the principal amount of $250 million,
(iii) Mirage Resorts, Incorporated's 6 3/4% notes due 2007 in the principal
amount of $200 million, (iv) Mirage Resorts, Incorporated's 6 3/4% notes due
2008 in the principal amount of $200 million and (v) Mirage Resorts,
Incorporated's 7 1/4% debentures due 2017 in the principal amount of
$100 million.
"Non-recourse Indebtedness" means Indebtedness the terms of which provide
that the lender's claim for repayment of such Indebtedness is limited solely
to a claim against the property which secures such Indebtedness.
"Obligations" means any principal, interest, premium, if any, penalties,
fees, indemnifications, reimbursements, expenses, damages or other liabilities
or amounts payable under the documentation governing or otherwise in respect
of any Indebtedness.
"Permitted Holders" means (i) an employee stock ownership plan or other
employee benefit plan covering employees of MGM MIRAGE and its Subsidiaries
and (ii) Tracinda Corporation, its Affiliates and, with respect to any natural
Person that is an Affiliate, any Related Persons of such Person.
"Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or political
subdivision thereof or any other entity.
"Principal Property" means any real estate or other physical facility or
depreciable asset or securities the net book value of which on the date of
determination exceeds the greater of $25 million and 2% of Consolidated Net
Tangible Assets.
"Related Persons" means, with respect to any natural Person, (i) such
Person's spouse, former spouses, parents and descendants (whether by blood or
adoption, and including stepchildren) and the spouses of any such natural
Persons, (ii) the estate of such natural Person and (iii) any corporation,
partnership, trust or other Person controlled by, and in which at least 50% of
the interests therein are owned by, one or more of any of such natural Person,
such spouse, former spouses, parents and descendants (whether by blood or
adoption, and including stepchildren) and the spouses of any such natural
Persons.
"Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Indebtedness; provided that
if, and for so long as, any Designated Senior Indebtedness lacks such a
representative, then the Representative for such Designated Senior
Indebtedness shall at all times be the holders of a majority in outstanding
principal amount of such Designated Senior Indebtedness in respect of any
Designated Senior Indebtedness.
"Sale and Lease-Back Transaction" means any arrangement with a person
(other than MGM MIRAGE or any of its Subsidiaries), or to which any such
person is a party, providing for the leasing to MGM MIRAGE or any of its
Subsidiaries for a period of more than three years of any Principal Property
which has been or is to be
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sold or transferred by MGM MIRAGE or any of its Subsidiaries to such person,
or to any other person (other than MGM MIRAGE of any of its Subsidiaries) to
which funds have been or are to be advanced by such person on the security of
the leased property.
"Senior Indebtedness" means the following Obligations of MGM MIRAGE or any
Subsidiary Guarantor, as the case may be, whether outstanding on the date of
the offering or thereafter Incurred, unless such Obligation is Indebtedness
that is expressly made equal or subordinate in right of payment to the notes
or the Subsidiary Guarantees, by its terms or the terms of any issuing
agreement or instrument:
(i) all Indebtedness and all other Obligations of MGM MIRAGE or any
Subsidiary Guarantor, as the case may be, under (or in respect of) the
Credit Facilities and all Interest Rate Agreements and Currency Agreements
with respect thereto;
(ii) all Indebtedness and all other obligations of MGM MIRAGE or any
Subsidiary Guarantor, as the case may be, under (or in respect of) the
Senior Notes;
(iii) all interest accruing subsequent to events of bankruptcy of MGM
MIRAGE or any Subsidiary Guarantor at the rate provided for in the document
governing any Senior Indebtedness, whether or not such interest is an
allowed claim enforceable against the debtor in a bankruptcy case under
bankruptcy law; and
(iv) all other Indebtedness and all other Obligations of MGM MIRAGE or
any Subsidiary Guarantor, unless it is expressly stated in the governing
terms or in the assumption thereof that such Indebtedness is not "Senior
Indebtedness."
Notwithstanding the foregoing, the term "Senior Indebtedness" shall not
include:
. any Indebtedness of MGM MIRAGE to any of its Subsidiaries, or to a Joint
Venture in which MGM MIRAGE or any of its Subsidiaries has an interest;
. any Indebtedness of any Subsidiary of MGM MIRAGE to MGM MIRAGE or any
other Subsidiary of MGM MIRAGE, or to a Joint Venture in which MGM
MIRAGE or any of its Subsidiaries has an interest;
. any Indebtedness that was Non-recourse Indebtedness when Incurred by
either MGM MIRAGE or any Subsidiary Guarantor;
. any Indebtedness of MGM MIRAGE or any Subsidiary Guarantor, as the case
may be, to the extent not permitted by the "Limitation on Senior
Subordinated Indebtedness" covenant described above;
. any Indebtedness to any employee of either MGM MIRAGE or any of its
Subsidiaries;
. any liability for taxes owed or owing by either MGM MIRAGE or any of its
Subsidiaries; or
. any trade payables.
"Senior Notes" means (i) MGM MIRAGE's 6.95% senior collateralized notes due
2005 in the original aggregate principal amount of $300 million, (ii) MGM
MIRAGE's 6.875% senior collateralized notes due 2008 in the original aggregate
principal amount of $200 million, (iii) MGM MIRAGE's 8.50% Senior Notes due
2010 in the original aggregate principal amount of $850 million, and (iv) the
Mirage Notes.
"Subsidiary" of any specified Person means any corporation, partnership or
limited liability company of which at least a majority of the outstanding
stock (or other equity interests) having by the terms thereof ordinary voting
power for the election of directors (or the equivalent) of such Person
(irrespective of whether or not at the time stock (or other equity interests)
of any other class or classes of such Person shall have or might have voting
power by reason of the happening of any contingency) is at the time directly
or indirectly owned by such Person, or by one or more other Subsidiaries, or
by such Person and one or more other Subsidiaries.
"Treasury Securities" mean any obligations issued or guaranteed by the
United States government or any agency thereof.
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"Treasury Yield" means the yield to maturity at the time of computation of
Treasury Securities with a constant maturity (as compiled by and published in
the most recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two business days prior to the date fixed
for redemption (or, if such Statistical Release is no longer published, any
publicly available source of similar data)) most nearly equal to the then
remaining average life of the notes, provided that if the average life of the
notes is not equal to the constant maturity of a Treasury Security for which a
weekly average yield is given, the Treasury Yield shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of Treasury Securities for which such yields are given,
except that if the average life of the notes is less than one year, the weekly
average yield on actually traded Treasury Securities adjusted to a constant
maturity of one year shall be used.
"Voting Stock" of any Person means all classes of capital stock or other
interests (including partnership interests) of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof.
"Wholly Owned Subsidiary Guarantor" means, at any time, a Subsidiary
Guarantor all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by MGM MIRAGE or its other
Wholly Owned Subsidiary Guarantors.
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PLAN OF DISTRIBUTION
The selling security holder will pay all fees and expenses incurred in
connection with the preparation and filing of this registration statement. We
have agreed to maintain the effectiveness of the registration statement until
all of these notes have been sold.
The selling security holder may sell the notes included in this prospectus
in one or more of the following transactions:
. on any national securities exchange on which the notes may be listed;
. in the over-the-counter market;
. in privately-negotiated transactions; or
. in a combination of such methods of sale.
The selling security holder may sell his notes at:
. market prices prevailing at the time of the sale;
. negotiated prices; or
. fixed prices.
The selling security holder may offer his notes in any manner permitted by
law, including to or through underwriters, brokers, dealers or agents and
directly to one or more purchasers. Sales of the notes may involve:
. sales to underwriters who will acquire the notes for their own account
and resell them in one or more transactions at fixed prices or at
varying prices determined at the time of sale;
. block transactions in which the broker or dealer engaged will attempt to
sell the notes as an agent but may position and resell a portion of the
block as a principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by such broker
or dealer for its account;
. an exchange distribution in accordance with the rules of any such
exchange; or
. ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
Brokers and dealers may receive compensation in the form of discounts,
concessions or commissions from the selling security holder and/or the
purchasers of the notes for whom such brokers or dealers may act as agent or
to whom they may sell as principal, or both. The selling security holder and
any broker or dealer that participates in the distribution of notes may be
deemed to be "underwriters" as that term is defined in Section 2(11) of the
Securities Act. Any commissions received by such broker or dealer and profit
on any resale of the shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act. In addition, such a
determination may subject them to the prospectus delivery requirements of the
Securities Act. In the event the selling security holder engages an
underwriter in connection with the sale of the notes, to the extent required,
a prospectus supplement will be distributed, which will set forth the amount
of the notes being offered and the terms of the offering, including the name
of the underwriter and any discounts, commissions or concessions allowed or
reallowed or paid by underwriters to dealers.
The selling security holder may from time to time pledge the notes owned by
him to secure margin or other loans made to him. Thus, the person or entity
receiving the pledge of any of the notes may sell them, in a foreclosure sale
or otherwise, in the same manner as described above for the selling security
holder.
The selling security holder is our affiliate and may sell all or a portion
of his notes covered by this prospectus in open market transactions in
reliance on Rule 144 under the Securities Act, provided that the selling
security holder meets the criteria and conforms to the requirements of such
rule.
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We have not been advised of any selling arrangement at the date of this
prospectus between the selling security holder and any broker-dealer or agent.
We will not receive any of the proceeds from the sale of the notes by the
selling security holder.
We have agreed to indemnify the selling security holder for certain
liabilities, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the notes offered hereby will be passed upon for us by
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, Los Angeles,
California. Terry N. Christensen, a partner of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP, and Gary N. Jacobs, who is of counsel to
that firm, are members of our board of directors, and Mr. Jacobs is also
Executive Vice President & General Counsel of MGM MIRAGE. They and other
attorneys in that firm beneficially own an aggregate of 15,623 shares of our
common stock. Certain legal matters with respect to Nevada law will be passed
upon for us by Lionel Sawyer & Collins, Las Vegas, Nevada.
EXPERTS
The audited consolidated financial statements and schedule of MGM MIRAGE
(formerly MGM Grand, Inc.) incorporated by reference in this prospectus and
elsewhere in this registration statement 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 MGM MIRAGE (formerly MGM Grand, Inc.)
consolidated financial statements.
The audited consolidated financial statements and schedule of Mirage
Resorts, Incorporated, incorporated by reference in this prospectus and
elsewhere in this registration statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report
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 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 Mirage Resorts, Incorporated
consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" that are subject to
risks and uncertainties. In portions of this prospectus, the words
"anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends"
and similar expressions, as they relate to us or our management, are intended
to identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, and
have based these expectations on our beliefs as well as assumptions we have
made, such expectations may prove to be incorrect. Important factors that
could cause actual results to differ materially from such expectations are
disclosed in this prospectus, including, without limitation, those set forth
under "Risk Factors," beginning on page 1, as well as the following factors:
. development and construction activities;
. dependence on existing management;
. leverage and debt service, including sensitivity to fluctuations in
interest rates;
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. domestic or international economic conditions, including sensitivity to
fluctuations in foreign currencies;
. competition and changes in customer demand;
. ability to achieve certain cost savings, asset sales and revenue
enhancements;
. challenges imposed by the integration of Mirage's hotel/casino
properties into our operations;
. changes or uncertainties in federal or state tax laws or the
administration of such laws;
. changes or uncertainties in gaming laws or regulations, including
legalization of gaming in certain jurisdictions; and
. any requirement to apply for licenses and approvals under applicable
laws, including gaming laws, on our part or on the part of our
suppliers.
All subsequent written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety
by our cautionary statements. The forward-looking statements included or
incorporated herein are made only as of the date of this prospectus, or as of
the date of the documents incorporated by reference. We do not intend, and
undertake no obligation, to update these forward-looking statements.
WHERE YOU CAN FIND MORE INFORMATION
We file, and prior to the merger Mirage filed, 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 we or Mirage has filed 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 us at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
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 the notes offered hereby. 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.
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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 us 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 Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:
. Our Annual Report on Form 10-K for the year ended December 31, 1999;
. Our Form 10-K/A filed with the Commission on May 5, 2000;
. Our Quarterly Reports on Form 10-Q for the periods ended March 31, 2000
and June 30, 2000;
. Our Current Reports on Form 8-K dated February 23, 2000, February 28,
2000, March 6, 2000 April 11, 2000, May 17, 2000, May 18, 2000, May 19,
2000, May 22, 2000, May 31, 2000, September 6, 2000 and September 12,
2000;
. Our Definitive Proxy Statement filed with the Commission on July 6,
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;
. Mirage Reports, Incorporated Amended Registration Statement on Form 8-
A12B/A filed with the Commission on April 7, 2000;
. Mirage Resorts, Incorporated Amended Preliminary Proxy Statement filed
with the Commission on April 25, 2000;
. Mirage Resorts, Incorporated Quarterly Report on Form 10-Q for the
period ended March 31, 2000;
. Mirage Resorts, Incorporated Definitive Proxy Statement filed with the
Commission on May 5, 2000; and
. Mirage Resorts, Incorporated Soliciting Material filed with the
Commission on May 16, 2000.
All documents and reports filed by us 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 notes
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 superseded for purposes of this
prospectus to the extent that any statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Any
statement so modified or superseded will not be deemed, except as so modified
or superseded, 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, Senior Vice President, Secretary/Treasurer, MGM
MIRAGE, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109; telephone
number: (702) 693-7120. A copy will be provided by first class mail or other
equally prompt means within one business day after receipt of your request.
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APPENDIX I
DESCRIPTION OF DEBT SECURITIES
(Reproduced from our Prospectus dated May 5, 2000)
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.
A-2
<PAGE>
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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<PAGE>
. 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;
A-5
<PAGE>
. 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
A-6
<PAGE>
. 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, voidable 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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
All expenses, other than the Commission's registration fee, are estimated.
<TABLE>
<S> <C>
Commission registration fee......................................... $13,728
Printing and shipping expenses...................................... 5,000
Accountants' fees and expenses...................................... 5,000
Legal fees and expenses............................................. 30,000
Miscellaneous....................................................... 5,000
-------
Total............................................................. $58,728
=======
</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 MIRAGE 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 MIRAGE limits the personal liability of
its directors for violations of their fiduciary duty. The Certificate of
Incorporation eliminates each director's liability to MGM MIRAGE or its
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to MGM MIRAGE or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under the section of the Delaware law providing for
liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence. This provision will not, however, limit in any way
the liability of directors for violations of the Federal securities laws.
MGM MIRAGE 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 MIRAGE
pursuant to the foregoing provisions, MGM MIRAGE has been
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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>
4 Indenture, dated as of May 31, 2000, among MGM MIRAGE, as issuer, the
Subsidiary Guarantors, as guarantors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4 to our Current Report on
Form 8-K dated May 22, 2000).
5.1 Opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro,
LLP.
5.2 Opinion of Lionel Sawyer & Collins.
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 5.1).
23.2 Consent of Lionel Sawyer & Collins (set forth as part of Exhibit 5.2).
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Arthur Andersen LLP.
25 Statement of eligibility of trustee on Form T-1 (incorporated by
reference to Form 305 B2 filed on May 11, 2000).
</TABLE>
--------
Item 17. Undertakings
(a) MGM MIRAGE 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 MIRAGE
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) MGM MIRAGE hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of MGM MIRAGE'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
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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 MIRAGE pursuant to the provisions of Item 15 hereof, or
otherwise, MGM MIRAGE 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 MIRAGE of expenses incurred or paid by a director, officer or
controlling person of MGM MIRAGE 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 MIRGE 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 of such issue.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act will be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus will be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time will be deemed to be the initial bona fide offering thereof.
(3) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
MIRAGE 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
October 13, 2000.
MGM MIRAGE
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 October 13, 2000
____________________________________
J. Terrence Lanni
* Co-Chief Executive Officer October 13, 2000
____________________________________ and Director (Principal
John T. Redmond Executive Officer)
* Co-Chief Executive Officer October 13, 2000
____________________________________ and Director (Principal
Daniel M. Wade Executive Officer)
* President, Chief Financial October 13, 2000
____________________________________ Officer and Director
James J. Murren (Principal Financial and
Accounting Officer)
Director , 2000
____________________________________
James D. Aljian
* Director October 13, 2000
____________________________________
Robert H. Baldwin
* Director October 13, 2000
____________________________________
Fred Benninger
* Director October 13, 2000
____________________________________
Terry N. Christensen
* Director October 13, 2000
____________________________________
Glenn A. Cramer
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director October 13, 2000
____________________________________
Willie D. Davis
* Director October 13, 2000
____________________________________
Alexander M. Haig, Jr.
* Director October 13, 2000
____________________________________
Gary N. Jacobs
____________________________________ Director , 2000
Kirk Kerkorian
Director , 2000
____________________________________
George J. Mason
Director , 2000
____________________________________
Ronald M. Popeil
* Director October 13, 2000
____________________________________
Walter M. Sharp
* Director October 13, 2000
____________________________________
Daniel B. Wayson
Director , 2000
____________________________________
Melvin B. Wolzinger
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Jerome B. York
</TABLE>
<TABLE>
<S> <C> <C>
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
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<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
October 13, 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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
William J. Hornbuckle (Principal Executive
Officer)
* Senior Vice President and October 13, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
* Chairman October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
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 October 13, 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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
William J. Hornbuckle (Principal Executive
Officer)
* Senior Vice President and October 13, 2000
____________________________________ Chief Financial Officer
Corey Sanders (Principal Financial and
Accounting Officer)
* Chairman October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
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
October 13, 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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
William J. Hornbuckle (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial
Scott Langsner and Accounting Officer)
* Chairman October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-8
<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
October 13, 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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
___________________________________ Operating Officer
Robert V. Moon (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* October 13, 2000
___________________________________
Daniel M. Wade Chairman
* October 13, 2000
___________________________________
James J. Murren Director
* October 13, 2000
___________________________________
John T. Redmond Director
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-9
<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 October 13, 2000.
DESTRON MARKETING, INC.
*
By: _________________________________
Robert V. Moon
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
--------- ----- ----
<C> <S> <C>
* President (Principal October 13, 2000
____________________________________ Executive Officer)
Robert V. Moon
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* October 13, 2000
____________________________________
Daniel M. Wade Chairman
* October 13, 2000
____________________________________
James J. Murren Director
* October 13, 2000
____________________________________
John T. Redmond Director
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-10
<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 October 13, 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
--------- ----- ----
<C> <S> <C>
* President (Principal October 13, 2000
____________________________________ Executive Officer)
William J. Hornbuckle
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial
Scott Langsner and Accounting Officer)
* Chairman October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Atlantic City, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Las Vegas, State of
Nevada on October 13, 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>
* Chairman, President and October 13, 2000
____________________________________ Chief Operating Officer
James J. Murren (Principal Executive
Officer)
* Secretary/Treasurer and October 13, 2000
____________________________________ Chief Financial Officer
Scott Langsner (Principal Financial and
Accounting Officer)
* Director October 13, 2000
____________________________________
John T. Redmond
* Director October 13, 2000
____________________________________
Daniel M. Wade
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Mirage 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 October 13, 2000.
MGM MIRAGE DEVELOPMENT, INC.
*
By: _________________________________
Kenneth A. Rosevear
President and Chief Operating
Officer
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
* Chairman, President and October 13, 2000
____________________________________ Chief Operating Officer
Kenneth A. Rosevear (Principal Executive
Officer)
* Director and October 13, 2000
____________________________________ Secretary/Treasurer
Scott Langsner (Principal Financial and
Accounting Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Grand Detroit, 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
October 13, 2000.
MGM GRAND DETROIT, INC.
*
By: _________________________________
John T. Redmond
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
* President and Chairman October 13, 2000
____________________________________ (Principal Executive
John T. Redmond Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James M. Murren
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-14
<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 October 13, 2000.
NEW YORK-NEW YORK HOTEL & CASINO,
LLC
*
By: _________________________________
Felix Rappaport
President, Chief Operating
Officer and General Manager
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and General Manager
Felix Rappaport (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Metropolitan marketing, 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 October 13, 2000.
METROPOLITAN MARKETING, LLC
*
By: _________________________________
Felix Rappaport
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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
Felix Rappaport (Principal Executive
Officer)
* Vice President of Finance October 13, 2000
____________________________________ and Chief Financial Officer
Yvette Harris (Principal Financial and
Accounting Officer)
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-16
<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 October 13, 2000.
THE PRIMADONNA COMPANY, LLC
*
By: _________________________________
George Boyer
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
--------- ----- ----
<C> <S> <C>
* President (Principal October 13, 2000
____________________________________ Executive Officer)
George Boyer
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Chairman October 13, 2000
____________________________________
John T. Redmond
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
Daniel M. Wade
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-17
<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
October 13, 2000.
PRMA, LLC
*
By: _________________________________
John T. Redmond
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
* Chairman and President October 13, 2000
____________________________________ (Principal Executive
John T. Redmond Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial
Scott Langsner and Accounting Officer)
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
Daniel M. Wade
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-18
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
PRMA Land Development Co. 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 October 13, 2000.
PRMA LAND DEVELOPMENT CO.
*
By: _________________________________
George Boyer
President and Assistant Secretary
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
--------- ----- ----
<C> <S> <C>
* President and Assistant October 13, 2000
____________________________________ Secretary (Principal
George Boyer Executive Officer)
* Vice President, Chief October 13, 2000
____________________________________ Financial Officer and
Paul Roshetko Assistant Secretary
(Principal Financial and
Accounting Officer)
* Director October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James J. Murren
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-19
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
PRMA-MS 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
October 13, 2000.
PRMA-MS
*
By: _________________________________
John T. Redmond
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
* President and Chairman October 13, 2000
____________________________________ (Principal Executive
John T. Redmond Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
Daniel M. Wade
* Director October 13, 2000
____________________________________
James M. Murren
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-20
<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
October 13, 2000
NEW PRMA LAS VEGAS, INC.
*
By: _________________________________
Daniel M. Wade
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
--------- ----- ----
<C> <S> <C>
* Chairman and President October 13, 2000
____________________________________ (Principal Executive
Daniel M. Wade Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial
Scott Langsner and Accounting Officer)
* Director October 13, 2000
____________________________________
James J. Murren
* Director October 13, 2000
____________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Resorts, Incorporated 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 October 13, 2000.
MIRAGE RESORTS, INCORPORATED
*
By: _________________________________
Robert H. Baldwin
President and Chief Executive
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
--------- ----- ----
<C> <S> <C>
* President, Chief Executive October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AC
Holding Corp. 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
October 13, 2000.
AC HOLDING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AC
Holding Corp. II 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
October 13, 2000.
AC HOLDING CORP. II
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
__________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
__________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
__________________________________
J. Terrence Lanni
* Director October 13, 2000
__________________________________
Alex Yemenidjian
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
April Cook Companies 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
October 13, 2000.
THE APRIL COOK COMPANIES
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Mirage Design Group 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
October 13, 2000.
MGM MIRAGE DESIGN GROUP
*
By: _________________________________
William Smith
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 October 13, 2000
___________________________________ Operating Officer
William Smith (Principal Executive
Officer)
* Vice President of Finance October 13, 2000
___________________________________ and Treasurer (Principal
Blair Stanert Financial and Accounting
Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Beau Rivage Distribution Corp. 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 October 13, 2000.
BEAU RIVAGE DISTRIBUTION CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Beau Rivage Resorts, 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 October 13, 2000.
BEAU RIVAGE RESORTS, INC.
*
By: _________________________________
Jeff Dahl
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 October 13, 2000
___________________________________ Operating Officer
Jeff Dahl (Principal Executive
Officer)
* Vice President and Chief October 13, 2000
___________________________________ Financial Officer
Richard Neal (Principal Financial and
Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Bellagio, 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
October 13, 2000.
BELLAGIO, LLC
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Executive Vice President and October 13, 2000
___________________________________ Chief Financial Officer
John Strzemp (Principal Financial and
Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Boardwalk Casino, 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 October 13, 2000.
BOARDWALK CASINO, INC.
*
By: _________________________________
Forrest J. Woodward
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 October 13, 2000
___________________________________ Operating Officer
Forrest J. Woodward (Principal Executive
Officer)
* Treasurer (Principal October 13, 2000
___________________________________ Financial and Accounting
Louis J. Sposato Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
GNL, CORP. 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
October 13, 2000.
GNL, CORP.
*
By: _________________________________
Robert H. Baldwin
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 and Director October 13, 2000
____________________________________ (Principal Executive
Robert H. Baldwin Officer)
* Vice President, Chief October 13, 2000
____________________________________ Financial Officer and
Patrick Wisnicky Treasurer (Principal
Financial and Accounting
Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Scott Langsner
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
GNLV, Corp. 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
October 13, 2000.
GNLV, CORP.
*
By: _________________________________
Maurice Wooden
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer (Principal
Maurice Wooden Executive Officer)
* Executive Vice President and October 13, 2000
____________________________________ Chief Financial Officer
Robert Kocienski (Principal Financial and
Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Aviation Corp. 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 October 13, 2000.
GOLDEN NUGGET AVIATION CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Manufacturing Corp. 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 October 13, 2000.
GOLDEN NUGGET MANUFACTURING CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
President, Chief Operating October 13, 2000
* Officer and Director
___________________________________ (Principal Executive
Robert H. Baldwin Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* October 13, 2000
___________________________________
J. Terrence Lanni Director
* October 13, 2000
___________________________________
Alex Yemenidjian Director
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, LV
Concrete Corp. 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
October 13, 2000.
LV CONCRETE CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* October 13, 2000
____________________________________
J.Terrence Lanni Director
* October 13, 2000
____________________________________
Alex Yemenidjian Director
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
MAC, Corp. 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
October 13, 2000.
MAC, CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
President, Chief Operating October 13, 2000
* Officer and Director
___________________________________ (Principal Executive
Robert H. Baldwin Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J.Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
John T. Redmond
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-36
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Mirage Casino-Hotel 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
October 13, 2000.
MH, INC
*
By: _________________________________
Robert H. Baldwin
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 October 13, 2000
____________________________________ Operating Officer and
Robert H. Baldwin Director (Principal
Executive Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Mirage Casino-Hotel 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
October 13, 2000.
THE MIRAGE CASINO-HOTEL
*
By: _________________________________
William McBeath
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 October 13, 2000
____________________________________ Operating Officer
William McBeath (Principal Executive
Officer)
* Chief Financial Officer and October 13, 2000
____________________________________ Treasurer (Principal
Christopher W. Nordling Financial and Accounting
Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Leasing Corp. 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
October 13, 2000.
MIRAGE LEASING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-39
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
MRGS Corp. 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
October 13, 2000.
MRGS CORP.
*
By: _________________________________
Robert H. Baldwin
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 October 13, 2000
___________________________________ Operating Officer
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-40
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Restaurant Ventures of Nevada, 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 October 13, 2000.
RESTAURANT VENTURES OF NEVADA, INC.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-41
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Treasure Island Corp. 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
October 13, 2000.
TREASURE ISLAND CORP.
*
By: _________________________________
Scott Sibella
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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
Scott Sibella (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Michael Longi Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-42
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Beau Rivage Marketing Corp. 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 October 13, 2000.
BEAU RIVAGE MARKETING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-43
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Bungalow, 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
October 13, 2000.
BUNGALOW, INC.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-44
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Country Star Vegas, 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 October 13, 2000.
COUNTRY STAR LAS VEGAS, LLC
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-45
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, DAP
Corporation 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
October 13, 2000.
DAP CORPORATION
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-46
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Egarim, 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
October 13, 2000.
EGARIM, INC.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-47
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, GN
Marketing Corp. 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
October 13, 2000.
GN MARKETING CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-48
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
GNLV Marketing Corp.--Canada. 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 October 13, 2000.
GNLV MARKETING CORP.--CANADA.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-49
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, GNS
Finance Corp. 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
October 13, 2000.
GNS FINANCE CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-50
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget (Asia) Ltd. 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 October 13, 2000.
GOLDEN NUGGET (ASIA) LTD.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-51
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #30 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
October 13, 2000.
MGM ACQUISITION CO. #30
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-52
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Finance Corp. 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 October 13, 2000.
GOLDEN NUGGET FINANCE CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-53
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #32 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
October 13, 2000.
MGM ACQUISITION CO. #32
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-54
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Marketing Corp. 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 October 13, 2000.
GOLDEN NUGGET MARKETING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-55
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Marketing Corp. 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 October 13, 2000.
GOLDEN NUGGET MARKETING CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-56
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Golden Nugget Marketing Corp.- Illinois 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 October 13, 2000.
GOLDEN NUGGET MARKETING CORP.-
ILLINOIS
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-57
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MCD
Gaming Corp. 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
October 13, 2000.
MCD GAMING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-58
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Resorts Entertainment and Sports 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 October 13, 2000.
MGM MIRAGE ENTERTAINMENT AND SPORTS
*
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 October 13, 2000
___________________________________ Operating Officer
Richard Sturm (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-59
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Mirage-Golden Nugget Hong Kong, Ltd. 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 October 13, 2000.
THE MIRAGE-GOLDEN NUGGET HONG KONG,
LTD.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-60
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
Mirage-Golden Nugget Taiwan, Ltd. 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 October 13, 2000.
THE MIRAGE-GOLDEN NUGGET TAIWAN, LTD.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-61
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Hawaii Marketing Corp. 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 October 13, 2000.
MIRAGE HAWAII MARKETING CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-62
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage International 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
October 13, 2000.
MIRAGE INTERNATIONAL
*
By: _________________________________
Al Faccinto, Jr.
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Al Faccinto, Jr. (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
* Director October 13, 2000
___________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-63
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Laundry Services Corp. 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 October 13, 2000.
MIRAGE LAUNDRY SERVICES CORP.
*
By: _________________________________
Robert H. Baldwin
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, Chief Operating October 13, 2000
___________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
___________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
___________________________________
J. Terrence Lanni
* Director October 13, 2000
___________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-64
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Resorts of Maryland, 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 October 13, 2000.
MIRAGE RESORTS OF MARYLAND, INC.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-65
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Mirage Retail 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
October 13, 2000.
MGM MIRAGE RETAIL
*
By: _________________________________
Frank Visconti
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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
Frank Visconti (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
* Director October 13, 2000
____________________________________
Robert H. Baldwin
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-66
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Mirage Resorts Risk Management 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 October 13, 2000.
MIRAGE RESORTS RISK MANAGEMENT
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-67
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #47 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
October 13, 2000.
MGM ACQUISITION CO. #47
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-68
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #48 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
October 13, 2000.
MGM ACQUISITION CO. #48
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-69
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
SHCR Corp. 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
October 13, 2000.
SHCR Corp.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-70
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, See
Saw Sign Corp. 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
October 13, 2000.
SEE SAW SIGN CORP.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-71
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Treasure Island Productions, 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 October 13, 2000.
TREASURE ISLAND PRODUCTIONS, INC.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-72
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Mirage Advertising, 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 October 13, 2000.
MGM MIRAGE ADVERTISING, INC.
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-73
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Vidiad 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
October 13, 2000.
VIDIAD
*
By: _________________________________
Robert H. Baldwin
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
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-74
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #54 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
October 13, 2000.
MGM ACQUISITION CO. #54
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-75
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #55 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
October 13, 2000.
MGM ACQUISITION CO. #55
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-76
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
ACQUISITION CO. #56 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
October 13, 2000.
MGM ACQUISITION CO. #56
*
By: _________________________________
Scott Langsner
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Secretary & October 13, 2000
____________________________________ Treasurer and sole Director
Scott Langsner (Principal Executive
Officer & Principal
Financial and Accounting
Officer)
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-77
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
MIRAGE OPERATIONS, 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 October 13, 2000.
MGM MIRAGE OPERATIONS, INC.
*
By: _________________________________
Gary Jacobs
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
--------- ----- ----
<C> <S> <C>
* President and Chief October 13, 2000
____________________________________ Operating Officer
Gary Jacobs (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial
Scott Langsner and Accounting Officer)
* Director October 13, 2000
____________________________________
Robert H. Baldwin
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-78
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MGM
Mirage Restaurant Development, 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 October 13, 2000.
MGM MIRAGE RESTAURANT DEVELOPMENT, LLC
*
By: ______________________________________
Robert H. Baldwin
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<C> <S> <C>
* President, Chief Operating October 13, 2000
____________________________________ Officer and Director
Robert H. Baldwin (Principal Executive
Officer)
* Secretary/Treasurer October 13, 2000
____________________________________ (Principal Financial and
Scott Langsner Accounting Officer)
* Director October 13, 2000
____________________________________
J. Terrence Lanni
* Director October 13, 2000
____________________________________
Alex Yemenidjian
/s/ Scott Langsner October 13, 2000
*By: _______________________________
Scott Langsner
Attorney-in-fact
</TABLE>
II-79
