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 25K
2: EX-99.(A)(1) Form of Offer to Purchase 34 158K
3: EX-99.(A)(2) Form of Letter of Transmittal 12 54K
4: EX-99.(A)(3) Form of Notice of Guaranteed Delivery 2 16K
5: EX-99.(A)(4) Form of Letter to Brokers, Dealers 2 13K
6: EX-99.(A)(5) Form of Letter to Clients 2 13K
7: EX-99.(A)(6) Press Release Dated 6/23/98 2 12K
8: EX-99.(A)(7) Form of Summary Advertisement 4± 17K
9: EX-99.(A)(8) Substitute W-9 Tax Guidelines 4± 16K
10: EX-99.(G)(1) Exhibit 13 to Company's Annual Report on Form 37 182K
10-K
11: EX-99.(G)(2) Certain Pages of the Company's Form 10-Q 9 47K
12: EX-99.(G)(3) Consent of Independent Accountants 1 6K
EX-99.(A)(7) — Form of Summary Advertisement
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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
July 2, 1998, 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 tender 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 Merrill Lynch & Co., or by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH BY
MGM GRAND, INC.
UP TO 6,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE OF $35.00 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 $35.00 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 July 2, 1998 (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 31, 1998, UNLESS THE OFFER IS EXTENDED.
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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. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS
DIRECTORS, SENIOR EXECUTIVE OFFICERS OR PRINCIPAL STOCKHOLDER INTENDS TO
TENDER ANY SHARES PURSUANT TO THE OFFER.
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 31, 1998, 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 Stockholder 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, if applicable, on the
Notice of Guaranteed Delivery, and (ii) after purchase of all of the foregoing
Shares, all other Shares validly tendered and not withdrawn on a pro rata
basis.
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The Company is making the Offer because it believes: (i) the Shares to be
significantly undervalued in the public market; (ii) in light of the Company's
strong financial position and excess cash balances due to slower than expected
expenditures related to the Atlantic City and Detroit developments, 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 flow and access to
other sources of capital to fund its operations and capital projects,
including the ongoing transformation of the MGM Grand Hotel/Casino in Las
Vegas, Nevada into the City of Entertainment and the proposed hotel/casino
developments in Atlantic City, New Jersey and Detroit, Michigan.
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 Thursday, August 27, 1998. For a withdrawal to be
effective, 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 an 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:
THE INFORMATION AGENT FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES
BANKS AND BROKERS CALL COLLECT: (212) 273-8080
ALL OTHERS CALL TOLL FREE: (800) 953-2497
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES
P.O. BOX 3301
SOUTH HACKENSACK, NJ 07606
THE DEALER MANAGER FOR THE OFFER IS:
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281-1305
July 2, 1998 (212) 449-8971 (CALL COLLECT)
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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| |  |
| | 8/27/98 | | 2 | | | | | None on these Dates |
| | 7/31/98 | | 1 |
| | 7/10/98 |
| Filed on: | | 7/2/98 | | 1 | | 2 |
| List all Filings |
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