<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 23, 2000
MGM GRAND, INC.
-----------------------
(Exact Name of Registrant as specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 0-16760 88-0215232
- ----------------------- ------------ --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
</TABLE>
3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109
- ------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(702) 891-3333
----------------------------------------------------
(Registrant's telephone number, including area code)
_________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On February 23, 2000, MGM Grand, Inc. delivered the letter attached hereto
as Exhibit 99 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) - (b) Not applicable.
(c) Exhibits.
Exhibit 99 Letter, dated February 23, 2000, from MGM Grand, Inc. to
Mirage Resorts, Incorporated.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MGM GRAND, INC.
February 23, 2000 By: /s/ JAMES J. MURREN
- ----------------- -------------------------------------
(Date) James J. Murren
President and Chief Financial Officer
and Secretary
<PAGE>
EXHIBIT 99
[MGM GRAND, INC. LETTERHEAD]
February 23, 2000
Mr.Stephen A. Wynn
Chairman of the Board
President and Chief Executive Officer
Mirage Resorts, Incorporated
3600 Las Vegas Blvd.
Las Vegas, NV 89109
Dear Steve:
On behalf of the Board of Directors of MGM Grand, Inc., our Company is
offering to acquire the stock of Mirage Resorts, Incorporated for $17 per
share. Each of your shareholders can choose to receive the consideration either
all in cash, or a combination of $7 cash per share and MGM Grand, Inc. stock
valued at $10 per share based on yesterday's closing price of $40 3/8. This
offer would provide your shareholders with more than a 56 percent premium over
the closing share price of $10 7/8 on February 22, 2000.
It is our intention that the Board of Directors of the combined entity
would consist of all the current members of both Boards.
In addition to providing your shareholders with an immediate significant
premium for their shares, we strongly believe that the revenue enhancement and
cost reduction opportunities arising out of this combination would create a
significant increase in the value of the stock of the combined company. Beyond
the compelling economics, we believe that the combined entity would be the
undisputed leader in our industry by any measure.
We want you to know that neither MGM Grand, Inc. nor its principal
shareholder currently own any shares of Mirage Resorts, Incorporated and that it
is our intention that this powerful combination be accomplished on a friendly
basis. Our offer, which is subject only to standard governmental and corporate
approvals and to the negotiation of a definitive agreement, will expire at 5:00
p.m. PST on March 8, 2000.
We look forward to hearing from you.
Sincerely,
/s/ J. Terrence Lanni
J. Terrence Lanni
Chairman of the Board
