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)(7) — Form of Summary Advertisement Dated June 17, 1999
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EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated June
17, 1999, and the related Letter of Transmittal. Capitalized terms not defined
in this announcement have the respective meanings ascribed to such terms in the
Offer to Purchase. The Offer is not being made to, nor will the Company accept
tenders from, holders of Shares in any jurisdiction in which the Offer or its
acceptance would violate that jurisdiction's laws. The Company is not aware of
any jurisdiction in which the making of the Offer or the lender of Shares would
not be in compliance with the laws of such jurisdiction. In jurisdictions whose
laws require that the Offer be made by a licensed broker or dealer, the Offer
shall be deemed to be made on the Company's behalf by Donaldson, Lufkin &
Jenrette, or by one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
Notice of Offer to Purchase for Cash by
[LOGO OF MGM GRAND, INC.]
Up to 6,000,000 Shares of its Common Stock
at a Purchase Price of $50.00 Per Share
MGM Grand, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender up to 6,000,000 shares of its common stock, par value
$.01 per share (the "Shares"), to the Company at $50.00 per Share, net to the
seller in cash (the "Purchase Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 17, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal (which together constitute the
"Offer"). The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, JULY 23, 1999, UNLESS THE OFFER IS
EXTENDED. THERE IS NO GUARANTEED DELIVERY. ALL SHARES MUST BE RECEIVED
BY THE DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER.
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The Board of Directors of the Company has approved the Offer. However,
stockholders must make their own decisions whether to tender Shares and, if so,
how many Shares to tender. Neither the Company nor its Board of Directors makes
any recommendation to any stockholder as to whether to tender or refrain from
tendering Shares. [Copy TK] However, its principal stockholder has requested
that the company register for sale by him up to 3,894,406 Shares, which is the
number of Shares he owns directly and which is the number of Shares he and his
wholly owned corporation could have sold in the Offer had they participated. Any
such sales will only be made by prospectus after the Offer is completed.
The Company will pay the Purchase Price for all Shares validly tendered
prior to the Expiration Date (as defined below) and not withdrawn, upon the
terms and subject to the conditions of the Offer, including the proration terms
described below. The term "Expiration Date" means 5:00 P.M., New York City time,
on Friday, July 23, 1999, unless and until the Company in its sole discretion
shall have extended the period of time during which the Offer is open, in which
event the term "Expiration Date" shall refer to the latest time and date at
which the Offer, as so extended by the Company, shall expire. The Company
reserves the right, in its sole discretion, to purchase more than 6,000,000
Shares pursuant to the Offer. For purposes of the Offer, the Company will be
deemed to have accepted for payment (and therefore purchased), subject to
proration, Shares that are validly tendered and not withdrawn when, as and if it
gives oral or written notice to ChaseMellon Shareholder Services, LLC (the
"Depositary") of its acceptance of such Shares for payment pursuant to the
Offer. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made promptly (subject to possible delay in the
event of proration) but only after timely receipt by the Depositary of
certificates for such Shares (or a timely confirmation of a book-entry transfer
of such Shares into the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility")), a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile thereof) and any other
required documents.
Upon the terms and subject to the conditions of the Offer, in the event
that prior to the Expiration Date more than 6,000,000 Shares (or such greater
number of Shares as the Company may elect to purchase pursuant to the Offer) are
validly tendered and not withdrawn, the Company will purchase such validly
tendered Shares in the following order of priority: (i) all Shares validly
tendered and not withdrawn prior to the Expiration Date by any Odd Lot Owner who
tenders all such Shares beneficially owned by such Odd Lot Owner (partial
tenders will not qualify for this preference) and who completes the box
captioned "Odd Lots" on the Letter of Transmittal and (ii) after purchase of all
of the foregoing Shares, all other Shares validly tendered and not withdrawn on
a pro rata basis.
The Company is making the Offer because it believes: (i) the Shares are
significantly undervalued in the public market; (ii) in light of the Company's
strong financial position, investing in the Company's Shares represents an
attractive use of the Company's capital and an efficient way to provide value to
the Company's stockholders; and (iii) the Offer will afford to those
stockholders who desire liquidity an opportunity to sell all or a portion of
their Shares without the usual transaction costs associated with open market
sales. After the Offer is completed, the Company expects to have sufficient
cash, cash flow and access to other sources of capital to fund its operations
and capital projects, including completing the transformation of MGM Grand Las
Vegas into the City of Entertainment and developing our proposed hotel/casino
projects in Detroit, Michigan and Atlantic City, New Jersey.
The Company expressly reserves the right, at any time or from time to time,
in its sole discretion, to extend the period of time during which the Offer is
open by giving notice of such extension to the Depositary and making a public
announcement thereof. Subject to certain conditions set forth in the Offer to
Purchase, the Company also expressly reserves the right to terminate the Offer
and not accept for payment any Shares not theretofore accepted for payment.
Shares tendered pursuant to the Offer may be withdrawn at any time before
the Expiration Date and, unless accepted for payment by the Company as provided
in the Offer to Purchase, may also be withdrawn after 12:00 Midnight, New York
City time, on Wednesday, August 11, 1999. For a withdrawal to be effective as to
shares other than option shares, the Depositary must receive a notice of
withdrawal in written, telegraphic or facsimile transmission form on a timely
basis. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares tendered, the number
of Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares. If the certificates have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering stockholder must also submit the serial
numbers shown on the particular certificates evidencing the Shares and the
signature on the notice of withdrawal must be guaranteed by the Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry transfer,
the notice of withdrawal must specify the name and the number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the procedures of such facility.
The Offer to Purchase and the Letter of Transmittal contain important
information which should be read carefully before stockholders decide whether to
accept or reject the Offer. These materials are being mailed to record holders
of Shares and are being furnished to brokers, banks and similar persons whose
names, or the names of whose nominees, appear on the Company's stockholder list
or, if applicable, who are listed as participants in a clearing agency's
security position listing for transmittal to beneficial owners of Shares.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference herein.
Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent and will be furnished at the
Company's expense. Questions and requests for assistance may be directed to the
Information Agent as set forth below:
[Enlarge/Download Table]
The Information Agent for the Offer is: The Depositary for the Offer is:
[LOGO OF CHASEMELLON SHAREHOLDER SERVICES] [LOGO OF CHASEMELLON SHAREHOLDER SERVICES]
Banks and Brokers Call Collect: (212) 273-8080 P.O. Box 3301
All Others Call Toll Free: (800) 774-5469 South Hackensack, NJ 07606
The Dealer Manager for the Offer is:
Donaldson, Lufkin & Jenrette
277 Park Avenue
New York, New York 10172
(212) 892-3000 (Call Collect)
July 2, 1999
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘SC 13E4’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 8/11/99 |
| | 7/23/99 |
| | 7/2/99 |
| Filed on: | | 6/17/99 | | 8-K |
| List all Filings |
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