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MGM Resorts International – ‘SC 13E4’ on 7/2/98 re: MGM Resorts International – EX-99.(A)(5)

As of:  Thursday, 7/2/98   ·   Accession #:  944209-98-1259   ·   File #:  5-40054

Previous ‘SC 13E4’:  None   ·   Next:  ‘SC 13E4’ on 6/17/99   ·   Latest:  ‘SC 13E4/A’ on 8/6/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/02/98  MGM Resorts International         SC 13E4               12:323K MGM Resorts International         RR Donelley Financial/FA

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)(5)   —   Form of Letter to Clients

EX-99.(A)(5)1st Page of 2TOCTopPreviousNextBottomJust 1st
 

EXHIBIT (a)(5) OFFER TO PURCHASE FOR CASH UP TO 6,000,000 SHARES OF COMMON STOCK OF MGM GRAND, INC. AT $35.00 NET PER SHARE -------------------------------------------------------------------------------- THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 31, 1998, UNLESS EXTENDED. -------------------------------------------------------------------------------- To Our Clients: Enclosed for your consideration is an Offer to Purchase dated July 2, 1998 and the related Letter of Transmittal (which together constitute the "Offer") relating to an offer by MGM Grand, Inc., a Delaware corporation (the "Company"), to purchase up to 6,000,000 shares of its Common Stock, par value $.01 per share (the "Shares"). We are the holder of record of Shares held by us for your account. A tender of any such Shares can be made only by us as the holder of record and pursuant to your instructions. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish to tender any or all such shares held by us for your account, pursuant to the terms and conditions set forth in the Offer. Your attention is invited to the following: 1. The tender price is $35.00 per Share, net to you in cash. 2. The Offer is being made for up to 6,000,000 Shares. The Company reserves the right to purchase additional shares of Common Stock in the Offer. 3. The Offer is not conditioned upon any minimum number of shares of Common Stock being tendered. 4. Tendering stockholders will not be obligated to pay brokerage fees or commission or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes in connection with the purchase of Shares by the Company. 5. As described in the Offer to Purchase, if more than 6,000,000 Shares have been validly tendered and not withdrawn prior to the Expiration Date, as defined in Section 1 of the Offer to Purchase, the Company will accept Shares for purchase in the following order of priority: (i) all Shares validly tendered and not withdrawn prior to the Expiration Date by any stockholder who owned beneficially, as of the close of business on June 30, 1998, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares and who validly tenders all of such Shares (partial tenders will not qualify for this preference) and completes the box captioned "Odd Lots" in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery; and (ii) after purchase of all of the foregoing Shares, all other Shares validly tendered and not withdrawn prior to the Expiration Date on a pro rata basis. 6. In the event that proration of tendered Shares is required, because of the difficulty of determining the precise number of Shares properly tendered (due in part to the guaranteed delivery procedure described in the Offer), the Company does not expect to be able to announce the final results of such proration or pay for any Shares which are accepted for payment until approximately seven business days after the Expiration Date. Preliminary results of proration will be announced by a press release as soon as practicable after the Expiration Date. Holders of Shares may obtain preliminary information from the Dealer Manager or the Information Agent and may be able to obtain such information from their brokers.
EX-99.(A)(5)Last Page of 2TOC1stPreviousNextBottomJust 2nd
7. The Offer proration period and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, July 31, 1998, unless extended. Accordingly, your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf by the Expiration Date. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. The Offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of Shares residing in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. INSTRUCTIONS The undersigned acknowledges receipt of your letter enclosing the Offer to Purchase dated July 2, 1998 of MGM Grand, Inc. and the related Letter of Transmittal, relating to shares of its Common stock, par value $.01 per share (the "Shares"). This will instruct you to tender the number of Shares indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. DATED: , 1998 --------- _____________________________________ _____________________________________ SIGNATURE(S) _____________________________________ (PLEASE PRINT NAME(S) AND ADDRESS(ES) HERE) _____________________________________ _____________________________________ -------------------------------- Number of Shares of Common Stock to Be Tendered* ------------------ *Unless otherwise indicated, it will be assumed that all your shares are to be tendered. Account No. ----------------- -------------------------------- 2

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13E4’ Filing    Date First  Last      Other Filings
7/31/9812
7/10/98
Filed on:7/2/9812
6/30/98110-Q
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Filing Submission 0000944209-98-001259   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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