MGM Resorts International – ‘SC 13E4’ on 6/17/99 re: MGM Resorts International – EX-99.(A)(3)

On:  Thursday, 6/17/99   ·   Accession #:  944209-99-989   ·   File #:  5-40054

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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)(3)   —   Notice of Guaranteed Delivery

EX-99.(A)(3)
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                                                                  EXHIBIT (a)(3)

MGM GRAND, INC. 

NOTICE OF GUARANTEED DELIVERY 
OF SHARES OF COMMON STOCK 

This form, or a form substantially equivalent to this form, must be used to 
accept the Offer (as defined below) if certificates for the Shares of common    
stock of MGM Grand, Inc. are not immediately available, if the procedure for    
book-entry transfer cannot be completed on a timely basis, or if time will not  
permit all other documents required by the Letter of Transmittal to be          
delivered to the Depositary (as defined below) prior to the "expiration date"   
(as set forth in Section 1 of the Offer to Purchase defined below). This form   
may be delivered by hand or transmitted by mail or overnight courier, or (for   
Eligible Institutions only) by facsimile transmission, to the Depositary. See   
Section 3 of the Offer to Purchase. THE ELIGIBLE INSTITUTION WHICH COMPLETES    
THIS FORM MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER     
THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN  
THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO     
SUCH ELIGIBLE INSTITUTION.                                                      

The Depositary for the Offer is:  

CHASEMELLON SHAREHOLDER SERVICES, LLC 

                                                        [Enlarge/Download Table]
                                                                                            
          By Mail:                   By Overnight Courier:                 By Hand:         

        P.O. Box 3301         85 Challenger Road-Mail Drop-Reorg.  120 Broadway, 13th Floor 
South Hackensack, N.J. 07606      Ridgefield Park, N.J. 07660        New York, N.Y. 10271   
 Attn: Reorganization Dept.       Attn: Reorganization Dept.      Attn: Reorganization Dept.

Facsimile Transmissions (Eligible Institutions Only): (201) 296-4293  
To Confirm Receipt of Facsimile Only: (201) 296-4860  

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER 
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A 
FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL 
NOT CONSTITUTE A VALID DELIVERY.  

Ladies and Gentlemen:                                                           

The undersigned hereby tenders to MGM Grand, Inc., a Delaware corporation   
(the "Company"), 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"), receipt  
of which is hereby acknowledged, the number of shares of common stock, par      
value $.01 per share (the "Shares"), of the Company listed below, pursuant to   
the guaranteed delivery procedure set forth in Section 3 of the Offer to        
Purchase.                                                                       

                                                        [Enlarge/Download Table]
                                                                                                 
               Number of Shares:                                    SIGN HERE:                   

________________________________________________ ________________________________________________
        Certificate Nos.: (if available)                      Name(s) (Please Print)             

________________________________________________ ________________________________________________
________________________________________________ ________________________________________________
         Area Code and Telephone Number                             (Address)                    

Account No. ____________________________________ ________________________________________________
at The Depository Trust Company                                    Signature(s)                  

EX-99.(A)(3)
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ODD LOTS  

This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on     
June 15, 1999, and who continues to own beneficially as of the expiration     
date, an aggregate of fewer than 100 Shares (excluding Shares attributable to 
individual accounts under the MGM Grand savings plan but including Shares     
held in the MGM Grand purchase plan).                                         

The undersigned either (check one box):                                   

[_] owned beneficially, as of the close of business on June 15, 1999 and      
  continues to own beneficially as of the expiration date, an aggregate of
   fewer than 100 Shares (excluding Shares attributable to the undersigned's
   account under the MGM Grand savings plan but including Shares held in the
MGM Grand purchase plan), all of which are being tendered, or         

[_] is a broker, dealer, commercial bank, trust company or other nominee that 
  (i) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record owner, and (ii) believes, based upon        
representations made to it by each such beneficial owner, that such   
  beneficial owner owned beneficially, as of the close of business on June
   15, 1999, and continues to own beneficially as of the expiration date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to  
   individual accounts under the MGM Grand savings plan but including Shares
   held in the MGM Grand purchase plan) and is tendering all of such Shares.
------------------------------------------------------------------------------- 

GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)  

The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a           
commercial bank or trust company (not a savings bank or savings and loan        
association) having an office, branch or agency in the United States hereby     
guarantees (i) that the above-named person(s) has a net long position in the    
Shares being tendered within the meaning of Rule 14e-4 promulgated under the    
Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares    
complies with Rule 14e-4, and (iii) to deliver to the Depositary at one of its  
addresses set forth above certificate(s) for the Shares tendered hereby, in     
proper form for transfer, or a confirmation of the book-entry transfer of the   
Shares tendered hereby into the Depositary's account at The Depository Trust    
Company in each case together with a properly completed and duly executed       
Letter(s) of Transmittal (or facsimile(s) thereof), with any required           
signature guarantee(s) and any other required documents, all within three New   
York Stock Exchange, Inc. trading days after the date hereof.                   

                                                        [Enlarge/Download Table]
                                                                                                 
________________________________________________ ________________________________________________
                  Name of Firm                                 Authorized Signature              

________________________________________________ ________________________________________________
                    Address                                            Name                      

________________________________________________ ________________________________________________
             City, State, Zip Code                                    Title                      

Dated: ___________________________________, 1999 ________________________________________________
                                                          Area Code and Telephone Number         

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A    
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION   
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE     
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.    

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST 
BE SENT WITH THE LETTER OF TRANSMITTAL.                                         

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4’ Filing		Date		First		Last			Other Filings
Filed on:		6/17/99		1					8-K
		6/15/99		2
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