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 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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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
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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 2 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
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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
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_____________________________________
_____________________________________
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.
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2
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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| | |
| | 7/31/98 | | 1 | | 2 |
| | 7/10/98 |
Filed on: | | 7/2/98 | | 1 | | 2 |
| | 6/30/98 | | 1 | | | | | 10-Q |
| List all Filings |
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