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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) DECEMBER 4, 1998
PRIMADONNA RESORTS, INC.
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(Exact name of registrant as specified in charter)
Nevada 0-21732 88-0297563
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(State or other (Commission (IRS employer
jurisdiction of file number) identification number)
incorporation)
31700 LAS VEGAS BOULEVARD SOUTH, PRIMM, NV 89019
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(Address of principal executive offices)
(702) 679-7267
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(Registrant's telephone number, including area code)
_____________________________________________________________
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On December 4, 1998, MGM Grand, Inc. and Primadonna Resorts, Inc.
entered into an Agreement and Plan of Merger, dated as of December 2, 1998,
pursuant to which MGM Grand will acquire Primadonna in an all stock transaction.
The terms of the merger provide for Primadonna's stockholders to receive 0.33
shares of MGM Grand common stock for each share of Primadonna common stock held,
or a total of approximately 9.5 million shares of MGM Grand common stock. A
copy of the press release announcing the execution of the Merger Agreement is
attached hereto as Exhibit 99.1 and incorporated by reference.
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ITEM 7. EXHIBITS
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(a) & (b) Not Applicable.
(c) Exhibits
Exhibit 99.1 Press Release, dated December 7, 1998.
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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 thereunto duly authorized.
PRIMADONNA RESORTS, INC.
Date: December 30, 1998 By: /s/ John L. Shigley
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Name: John L. Shigley
Title: Chief Financial Officer
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EXHIBIT 99.1
[PRIMADONNA RESORTS, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT: JAMES J. MURREN
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CHIEF FINANCIAL OFFICER
MGM GRAND, INC.
702-891-3344
JOHN L. SHIGLEY
CHIEF FINANCIAL OFFICER
PRIMADONNA RESORTS, INC.
702-679-7200
MGM GRAND, INC. AND PRIMADONNA RESORTS, INC.
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SIGN DEFINITIVE MERGER AGREEMENT
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LAS VEGAS, NEVADA, DECEMBER 7, 1998 MGM Grand, Inc. (NYSE: MGG) and Primadonna
Resorts, Inc. (NASDAQ: PRMA) announced today that they have signed the
definitive merger agreement relating to MGM Grand's acquisition of Primadonna.
As previously announced, Primadonna's stockholders will receive 0.33 shares of
MGM Grand common stock for each share of Primadonna stock held, or a total of
approximately 9.5 million shares of MGM Grand common stock. The transaction is
subject to the satisfaction of various conditions contained in the merger
agreement, including approval by Primadonna's shareholders, obtaining the
necessary regulatory approvals, accuracy of representations and warranties and
compliance with covenants. Concurrently with the execution of the merger
agreement, the holders of an aggregate of 53% of Primadonna's common stock
delivered to MGM Grand agreements to vote their Primadonna shares in favor of
the merger. Morgan Stanley Dean Witter, Primadonna's investment banker,
provided an opinion to Primadonna's Board of Directors that the exchange ratio
to be received in the merger is fair to Primadonna's stockholders from a
financial point of view.
The merger is expected to be completed in the first quarter of 1999.
* * *
Primadonna Resorts, Inc. is an entertainment, hotel and gaming company.
Primadonna owns Whiskey Pete's, Buffalo Bill's and the Primm Valley Resort in
Primm, Nevada, two championship golf courses nearby in California, and a 50%
interest in New York New York Hotel and Casino in Las Vegas, Nevada.
MGM Grand, Inc. is an entertainment, hotel and gaming company headquartered in
Las Vegas, Nevada. MGM Grand operates the MGM Grand Hotel/Casino in Las Vegas,
the MGM Grand Hotel/Casino in Darwin, Australia, owns a 50% interest in the New
York -- New York
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Hotel/Casino in Las Vegas and manages casinos in Nelspruit, Witbank, and
Johannesburg, South Africa. MGM Grand is developing a temporary casino in
Detroit, Michigan, which is anticipated to open in the summer of 1999, followed
by the permanent hotel/casino resort thereafter. MGM Grand has also announced
plans to develop a hotel/casino resort in Atlantic City, New Jersey.
Statements in this release which are not historical facts are "forward looking"
statements and "safe harbor statements" under the Private Securities Litigation
Reform Act of 1995 that involve risks and/or uncertainties, including risks
and/or uncertainties as described in MGM Grand's and Primadonna Resort's public
filings with the Securities Exchange Commission.
