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)(4) — Form of Letter to Brokers, Dealers
EX-99.(A)(4) | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT (a)(4)
MERRILL LYNCH & CO.
WORLD FINANCIAL CENTER
NORTH TOWER
NEW YORK, NEW YORK 10281
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.
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To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
We are enclosing the material listed below relating to the 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")
at $35.00 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated July 2, 1998 and the
related Letter of Transmittal (which together constitute the "Offer").
We have been engaged by the Company to act as Dealer Manager with respect to
the Offer. We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. No fees or commissions will be payable to brokers,
dealers or other persons for soliciting tenders of Shares pursuant to the
Offer. The Company will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Company will pay all transfer taxes on
its purchase of Shares, subject to Instruction 6 of the Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase dated July 2, 1998;
2. Letter of Transmittal;
3. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
4. Notice of Guaranteed Delivery;
5. Form of letter which may be sent to your clients for whose account you
hold Shares in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;
and
6. Return envelope addressed to the Depositary.
We urge you to contact your clients promptly. Please note that, unless
extended, the Offer, the proration period and withdrawal rights will expire at
5:00 p.m., New York City time, on Friday, July 31, 1998.
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.
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.
EX-99.(A)(4) | Last Page of 2 | TOC | 1st | Previous | Next | ↓Bottom | Just 2nd |
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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.
Additional copies of the enclosed material may be obtained from the
undersigned or the Information Agent. Any questions you may have with respect
to the Offer should be directed to the Information Agent or the undersigned at
their respective addresses and telephone numbers set forth on the back cover
of the enclosed Offer to Purchase.
Very truly yours,
Merrill Lynch & Co.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
DEPOSITARY, OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
THEIR BEHALF IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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 |
| | 7/10/98 |
Filed on: | | 7/2/98 | | 1 |
| | 6/30/98 | | 1 | | | | | 10-Q |
| List all Filings |
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