Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 Tender-Offer Statement -- Issuer Tender Offer 5 29K
2: EX-99.(A)(1) Form of Offer to Purchase Dated June 17, 1999 36 174K
3: EX-99.(A)(2) Form of Letter of Transmittal 12 55K
4: EX-99.(A)(3) Notice of Guaranteed Delivery 2 16K
5: EX-99.(A)(4) Form of Letter to Brokers 2 14K
6: EX-99.(A)(5) Form of Letter to Clients 2 13K
7: EX-99.(A)(6) Press Release by Mgm Grand Dated June 10, 1999 2 13K
8: EX-99.(A)(7) Form of Summary Advertisement Dated June 17, 3± 18K
1999
9: EX-99.(A)(8) Substitute Form W-9 Tax Guidelines 4± 16K
10: EX-99.(A)(9) Form of Memorandum Dated June 17, 1999 9 34K
11: EX-99.(G)(1) Pgs 29-49 of Ex. 13 to Mgm Grand's AR on Form 21 128K
10-K
12: EX-99.(G)(2) Pgs 2-14 of Mgm Grand's Quarterly Report 13 67K
13: EX-99.(G)(3) Consent of Independent Public Accountants 1 7K
EX-99.(A)(9) — Form of Memorandum Dated June 17, 1999
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EXHIBIT (a)(9)
MEMORANDUM TO HOLDERS OF MGM GRAND STOCK OPTIONS
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TO: Holders of MGM Grand Stock Options
FROM: MGM Grand, Inc.
DATE: June 17, 1999
RE: Tender of Option Shares in the Company's Tender Offer
We have prepared the following questions and answers for your convenience.
Please review this information together with the Offer to Purchase and other
documents printed on green paper. If, after reviewing the information
provided, you have additional questions, please call ChaseMellon Shareholder
Services, LLC at (800) 774-5469.
1. WHAT IS THE OFFER?
We are offering to purchase 6,000,000 shares of our common stock ("Shares")
at $50.00 per Share. This offer will be open until it expires at 5:00 p.m.,
New York City time, on July 23, 1999, unless extended by us.
In connection with this offer, we are allowing you, at your election, to
exercise your vested options that have exercise prices below $50.00 per Share
and sell the Shares you acquire upon such exercise ("Option Shares") in the
offer. If we do not purchase your Option Shares because of proration, the
portion of your Option Shares that we purchase will be in the order designated
by you in the enclosed Option Election Form. The remaining portion of your
options will continue to be outstanding. The options that may be exercised are
those that we granted under the MGM Grand, Inc. nonqualified and incentive
stock option plans.
You must complete and deliver to the Company the Option Election Form in
order to tender part or all of your Option Shares resulting from a conditional
exercise of such options. This exercise of your options is "conditional"
because you can exercise the option only if, and to the extent, that the
Company actually purchases the Option Shares in the offer.
The offer. which is subject to a number of other conditions, is described
in the Offer to Purchase dated June 17, 1999, and related Letter of
Transmittal provided to you. Please read these documents carefully, together
with the following materials also printed on green paper:
. Option Election Form and
. Instructions for Tender of Options.
Please remember that neither the Company nor its Board of Directors is
making any recommendation as to whether stockholder or option holders should
participate in the offer. You must make your own decision. You must carefully
follow the instructions below and in the enclosed Instructions for Tender of
Options and Option Election Form if you want to participate in our offer.
Failure to follow such instructions may make you ineligible to tender your
Option Shares in our offer.
2. MUST I ACTUALLY EXERCISE MY OPTIONS IN ORDER TO PARTICIPATE IN THE
OFFER?
No. As a holder of unexercised options we are allowing you to
"conditionally" exercise all or part of your options and tender the Option
Shares you would be entitled to receive upon such exercise.
This exercise of options is "conditional" because you are deemed to exercise
the option only if, and to the extent that, we actually purchase the Option
Shares in the offer.
3. DO I HAVE TO PAY THE EXERCISE PRICE WITH CASH?
No. In order to facilitate your participation in the offer, we are allowing
you to conditionally exercise your options without paying the exercise price
in cash. This is called a "cashless exercise." This means that your options
will be exercised and the Option Shares will be tendered, and the amount of
cash you receive for each Option Share purchased will equal the difference
between $50.00 per Share and the option exercise price per Share, less
withholding taxes. You do not need to send any money with your Option Election
Form.
4. IF MY OPTIONS ARE NOT VESTED MAY I STILL TENDER OPTION SHARES UNDERLYING
THEM?
No. You may only tender Option Shares that are subject to vested options.
5. WILL ALL OF THE OPTION SHARES THAT I TENDER BE PURCHASED IN THE OFFER?
Probably not. In the offer, the Company is offering to purchase a total of
6,000,000 Shares at a per share price of $50.00. If more than 6,000,000 Shares
are tendered, we will reduce on a pro rata basis the number of Shares we
purchase from each person who tenders Shares. This means that we will not
purchase all of the Option Shares you tender under these circumstances. In
addition, if you tender Shares you already own as well as Option Shares and
the offer is oversubscribed, then the Shares and the Option Shares you tender
will be subject to proration. We currently do not know how many Shares will be
tendered in the offer. If, after taking into account proration, we purchase
only a portion of your Option Shares, your remaining options relating to
Option Shares will not be considered to have been exercised and will remain
outstanding. You may designate the order in which the Option Shares are
purchased by the Company in the Option Election Form.
6. WHAT WILL HAPPEN TO MY OPTIONS IF THE OPTION SHARES ARE NOT PURCHASED?
We will return to you any options for Option Shares that we do not
purchase.
7. HOW WILL I KNOW IF MY OPTION SHARES HAVE BEEN PURCHASED AND WHEN WILL I
BE PAID?
After the offer expires, all tenders submitted in the offer will be
tabulated. This may take up to seven business days. Soon thereafter, you will
be advised by the Depositary, of the number, if any, of your Option Shares
that were purchased in the offer. You will receive a check for the purchase
price of all of your Option Shares purchased in the offer (less the applicable
exercise price or prices and applicable withholding taxes) promptly
thereafter.
8. WILL I BE TAXED ON THE MONEY I RECEIVE?
Yes. You will be treated as receiving compensation income for each Option
Share sold equal to the excess of $50.00 over the exercise price for each
Option Share. Such income will be taxed to the option holder at ordinary
income rates, not capital gains rates, and will be subject to withholding for
income and employment taxes. See Sections 3 and 14 of the Offer to Purchase.
2
9. WHAT WILL HAPPEN TO ANY OPTIONS I STILL HOLD AFTER THE OFFER?
If, after taking into account proration, we do not purchase all of your
Option Shares, the remaining Options will not be considered to have been
exercised and will remain outstanding.
10. HOW DO I TENDER MY OPTION SHARES IN THE OFFER?
The only way that you can tender Option Shares in the offer is by
completing the Option Election Form on green paper, signing the form, and
returning it to the Company, which will transmit it to the Depositary. The
Option Election Form must be received by the Company before 5:00 p.m., New
York City time, on July 23, 1999.
On this form, you will conditionally exercise your options and tender your
Option Shares in the offer. This is a "conditional" exercise, which means that
if some or all of the Option Shares are not purchased in the offer because of
the proration process described below and in the Offer to Purchase (or for any
other reason), the options will be returned to you as unexercised options. If
you would prefer to actually exercise your vested options and tender the
Shares you receive in the Offer, you can do so. If you do exercise options,
you should follow the same procedures applicable to all of our other
stockholders. If you decide to exercise your options in order to receive
Shares to tender in the Offer, you will need to exercise such options in
sufficient time to deliver Option Shares to the Depositary before the
Expiration Date for the offer, 5:00 p.m., New York City time, on July 23,
1999.
Please return our Option Election Form PROMPTLY. If you use the United
States mail, we recommend using registered mail, return receipt requested. You
may mail your Option Election Form to the Company in the preaddressed envelope
that has been provided for your reply or send it by an alternate, faster means
(such as hand delivery or overnight courier). Please remember that in all
events the materials must be received by the Company before 5:00 p.m., New
York City time, on July 23, 1999.
11. WHAT IF I HOLD SHARES OF MGM GRAND COMMON STOCK IN ADDITION TO MY STOCK
OPTIONS?
If you have actual Shares in your possession (or at a brokerage firm), you
may tender those Shares as well. In this case, you may receive two or more
sets of offer materials. You should be careful to follow the separate
directions that apply to Shares and Option Shares. In the event that we must
reduce on a pro rata basis the number of Shares and Option Shares that we
purchase from each stockholder, the total number of Shares, including Option
Shares, that you tender will be reduced independently.
12. CAN I CHANGE MY MIND AND WITHDRAW OPTION SHARES THAT I DIRECTED TO BE
TENDERED?
Yes, but only if you perform the following steps:
. You must send a signed notice of withdrawal to the Company, and it must
be received by the Company before 5:00 p.m., New York City time, on July
23, 1999.
. The notice of withdrawal must be in writing. You may fax your notice of
withdrawal to (702) 891-1114.
. The notice of withdrawal must state your name and social security number
and the number of Option Shares that you wish to withdraw from the
offer.
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The withdrawal procedures are described in the Instructions for Tender of
Options. You must follow these instructions carefully.
You are entitled to retender Option Shares after withdrawal, provided that
all resubmitted materials are completed properly and delivered on time in
accordance with the instructions applicable to the original submission.
13. WHAT DO I DO IF I HAVE ANY QUESTIONS ABOUT THE TENDER OFFER?
If you have questions about the offer or need help in properly responding
to the offer, you may call the Secretary of MGM Grand, Inc. at (702) 891-3333.
******
This memorandum is intended to help you understand the offer and how
options will be handled in the offer. The Offer to Purchase and Letter of
Transmittal contain the legal terms of the offer, and are controlling. We urge
you to carefully read these documents, which explain our offer in detail.
4
INSTRUCTIONS FOR TENDER OF OPTIONS
(Note: Before completing the Option Election Form, you should read the
attached memorandum from MGM Grand, Inc., as well as the Offer to Purchase and
related Letter of Transmittal.)
THE OPTION ELECTION FORM MUST BE RECEIVED BY THE COMPANY (WHICH WILL
TRANSMIT IT TO THE DEPOSITARY) BEFORE 5:00 P.M. NEW YORK CITY TIME, ON JULY
23, 1999. YOU MUST SIGN AND COMPLETE THIS FORM FOR YOUR DIRECTION TO BE VALID.
Send the Option Election Form to:
[Download Table]
By Mail: By Overnight Courier or By Hand:
MGM Grand, Inc. MGM Grand, Inc.
P.O. Box 98655 3799 Las Vegas Blvd. South
Las Vegas, NV 89193-8655 Las Vegas, NV 89109
Attn: Secretary/Treasurer Attn: Secretary/Treasurer
By Facsimile Transmission: (702) 891-1114
Note: Delivery of the form to an address other than as set forth above will
not constitute a valid delivery.
By signing the Option Election Form, you acknowledge receipt of the
materials relating to the Offer to Purchase dated June 17, 1999 (the "Offer to
Purchase") and the related Letter of Transmittal with respect to an offer by
MGM Grand, Inc., a Delaware corporation (the "Company"), for 6,000,000 shares
of common stock (the "Shares"), at a price of $50.00 per Share. The number of
Shares the Company is offering to purchase includes Shares that may be
tendered upon the exercise of vested options under the Company's nonqualified
and incentive stock option plans with exercise prices below $50.00 per Share
("Option Shares"). The offer is not being made for Option Shares if the
exercise price of the option is $50.00 per Share or greater.
1. You should complete the Option Election Form to tender, at the $50.00
per Share purchase price set forth in the Offer to Purchase, the Option Shares
that you are entitled to receive upon exercise, pursuant to the terms and
conditions set forth in the Offer to Purchase furnished to you. By signing the
Option Election Form, you agree that if any Option Shares you validly tendered
are accepted, you will receive a cash payment equal to (a) the number of
Option Shares that are accepted for purchase, multiplied by (b) the difference
between the applicable option exercise price(s) and the $50.00 purchase price,
less (c) any taxes required to be withheld, and you further agree to be bound
by the terms and conditions set forth herein and in the Offer to Purchase and
Letter of Transmittal.
2. By signing the Option Election Form, you acknowledge that the Company is
allowing you to conditionally exercise your options for the purpose of
allowing you to tender Option Shares in the Company's offer. Further, by
signing the Option Election Form, you acknowledge that if, after taking into
account proration, the Company purchases less than all of your Option Shares,
your remaining Options will not be considered to have been exercised and will
remain outstanding. In addition, you acknowledge that the order of the Options
purchased by the Company will be as designated by you in the Option Election
Form.
5
3. Option Shares tendered pursuant to the Offer to Purchase may be
withdrawn at any time prior to 5:00 p.m., New York City time, on July 23,
1999. After that, Option Shares may be withdrawn if they have not been
accepted for payment by the Company as provided in the Offer to Purchase by
12:00 Midnight, New York City time, on Wednesday, August 11, 1999. Prior to
the expiration of the offer, an option holder must submit a written,
telegraphic or facsimile transmission notice of withdrawal so that it is
received by the Company at the address indicated above before 5:00 p.m., New
York City time, on July 23, 1999. After 12:00 midnight, New York City time, on
Wednesday, August 11, 1999, an option holder must submit such a notice of
withdrawal to the Depositary at the address indicated on page 36 of the Offer
to Purchase. Any such notice of withdrawal must specify the name and social
security number of the option holder who tendered the Option Shares to be
withdrawn and the number of Option Shares to be withdrawn. All questions as to
the form and validity (including time of receipt) of notices of withdrawal
will be determined by the Company, in its sole discretion, which determination
shall be final and binding. None of the Company, Donaldson, Lufkin & Jenrette,
Securities Corporation, ChaseMellon Shareholder Services, LLC or any other
person shall be obligated to give any notice of any defects or irregularities
in any notice of withdrawal and none of them shall incur any liability for
failure to give any such notice. Any Option Shares properly withdrawn will
thereafter be deemed not tendered for purposes of the Offer to Purchase.
However, withdrawn Option Shares may be retendered by the Expiration Date by
again following the procedures for properly tendering Option Shares.
The Option Election Form must be received by the Company (for transmission
to the Depositary) before 5:00 p.m., New York City time, on July 23, 1999. You
must sign and complete this form for your direction to be valid.
General Terms and Conditions of the Offer Applicable to Option Share
Tenders:
NOTE: BY SIGNING THE OPTION ELECTION FORM, YOU ALSO AGREE TO THE FOLLOWING
TERMS AND CONDITIONS WHICH SHALL NOT BE CONSTRUED TO LIMIT IN ANY WAY THE
TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE.
1. You will, upon request, execute and deliver any additional documents
deemed by ChaseMellon Shareholder Services, LLC or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Option
Shares tendered hereby and have read, understand and agree with all of the
terms of the Offer to Purchase.
2. You understand that tenders of Option Shares pursuant to the procedures
described in the Offer to Purchase and in the Instructions for Tender of
Options will constitute an agreement between you and the Company upon the
terms and subject to the conditions of the Offer to Purchase.
3. All authority herein conferred or agreed to be conferred shall survive
your death or incapacity and your obligation hereunder shall be binding upon
your heirs, personal representatives, successors and assigns. Except as stated
herein or in the Offer to Purchase, this tender is irrevocable.
4. The Company will pay any stock transfer taxes with respect to the sale
and transfer of any Option Shares to it or its order pursuant to the Offer to
Purchase. You understand that (a) the purchase price will be paid to you (you
cannot elect to have the purchase price paid to another person); and (b) you
will be responsible for paying federal and state income taxes arising from the
sale of the Option Shares in the Offer (a portion of which will be withheld as
described in Instruction 5 below).
6
5. Under the U.S. federal income tax laws, the Company will be required to
withhold income and employment taxes from the amount of any payments made to
option holders pursuant to the Offer to Purchase. See Section 14 of the Offer
to Purchase.
6. All questions as to the number of Option Shares accepted, the form of
documents and the validity, eligibility (including time of receipt) and
acceptance for payment of any tender of Option Shares will be determined by
the Company in its sole discretion, which determinations shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Option Shares it determines not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Options Shares, and the Company's interpretation of
the terms of the Offer to Purchase (including these Instructions for Tender of
Options) will be final and binding on all parties. No tender of Option Shares
will be deemed to be properly made until all defects and irregularities have
been cured or waived. Unless waived, any defects or irregularities in
connection with tenders must be cured within such time as the Company shall
determine. None of the Company, Donaldson, Lufkin & Jenrette Securities
Corporation, ChaseMellon Shareholder Services, LLC or any other person is or
will be obligated to give notice of any defects or irregularities in tenders
and none of them will incur any liability for failure to give any such notice.
7. If the Option Election Form is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Company of the authority of
such person so to act must be submitted with the Option Election Form.
8. Questions and requests for assistance or additional copies of the Offer
to Purchase and these Instructions for the Tender of Options should be
directed to the Secretary of MGM Grand, Inc. at (702) 891-3333.
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OPTION ELECTION FORM
------------------------------------------
Name
------------------------------------------
------------------------------------------
Address
(Please Print)
1. I hereby conditionally exercise vested options, for the amount of Shares set
forth herein ("Option Shares"), granted to me by the Company under one of the
Company's nonqualified or incentive stock option plans.
My exercise of options hereunder is subject to the condition that any
options for Option Shares tendered but not purchased by the Company because of
proration, shall be deemed not to have been exercised. None of the options
underlying any of the Option Shares tendered has an exercise price of $50.00
or greater.
2. I hereby elect as follows with respect to my options:
(Choose only one)
[_] I wish to conditionally exercise and tender Option Shares underlying ALL
of my vested options that have an exercise price of less than $50.00 per
Share.
[_] I wish to conditionally exercise and tender Option Shares underlying
---
my vested options that have an exercise price of less than $50.00 per Share.
I understand that options will be exercised as accepted in the tender in
the order which I designate below:
1. Option for Shares; grant date ; and per share exercise price $
---- --- ----
2. Option for Shares; grant date ; and per share exercise price $
---- --- ----
3. Option for Shares; grant date ; and per share exercise price $
---- --- ----
4. Option for Shares; grant date ; and per share exercise price $
---- --- ----
8
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ATTACH ADDITIONAL PAGE IF NEEDED.
SIGN HERE
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Signature(s) of Option Holder Date
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Name(s) Please Print Capacity (Full title)
--------------------------------------------------------------------------------
Address (if different from that shown on the cover page)
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Daytime Telephone Number
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘SC 13E4’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 8/11/99 | | 6 |
| | 7/23/99 | | 1 | | 6 |
Filed on: | | 6/17/99 | | 1 | | 5 | | | 8-K |
| List all Filings |
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