SEC – ‘UPLOAD’ from 9/7/04 re: Mandalay Resort Group – ‘LETTER’

On:  Tuesday, 9/7/04, at 5:54pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  11/17/05   ·   Accession #:  0-4-28609

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    19K 


September 7, 2004                                                               

Yvette E. Landau                                                                
Vice President, General Counsel and                                             
Secretary                                                                       
Mandalay Resort Group                                                           
3950 Las Vegas Boulevard South                                                  
Las Vegas, Nevada 89119                                                         

Re:     Mandalay Resort Group                                                   
Preliminary Proxy Statement on Schedule 14A                                     
Filed on August 9, 2004                                                         
File No. 001-08570                                              

Dear Ms. Landau:                                                                

We have reviewed selected portions of your filing and have the                  
following comments.  Where indicated, we think you should revise your           
document in response to these comments.  If you disagree, we will               
consider your explanation as to why our comment is inapplicable or a            
revision is unnecessary.  Please be as detailed as necessary in your            
explanation.  In some of our comments, we may ask you to provide us             
with supplemental information so we may better understand your                  
disclosure.  After reviewing this information, we may or may not raise          
additional comments.                                                            

The purpose of our review process is to assist you in your      
compliance with the applicable disclosure requirements and to enhance           
the overall disclosure in your filing.  We look forward to working              
with you in these respects and welcome any questions you may have               
about our comments or on any other aspect of our review.  Feel free to          
call us at the telephone numbers listed at the end of this letter.              

The Annual Meeting of Stockholders                                              

Voting of Proxies, page 13                                                      

1. We note that the annual meeting may be adjourned so that additional          
proxies may be solicited.  Discretionary authority is unavailable when          
a procedural action is intended to be taken with respect to a                   
substantive matter.  See Rule 14a-4.  The postponement or adjournment           
of a meeting to solicit additional proxies does not constitute a                
matter incidental to the conduct of the meeting.  Consequently, the             
use of discretionary voting authority to postpone or adjourn the                
meeting to solicit additional proxies is a substantive proposal for             
which proxies must be independently solicited.  Revise the disclosure           
and provide us the proxy card.  The proxy card should have a voting             
box in addition to the voting box for the merger so that shareholders           
may decide whether to grant a proxy to vote in favor of postponement            
or adjournment for the solicitation of additional proxies.                      

Solicitation of Proxies, page 14                                                

2. Please confirm, if true, that you will not solicit proxies on the            
Internet.  Be advised that all written soliciting materials, including          
scripts to be used in soliciting proxies over the telephone, must be            
filed under the cover of Schedule 14A.  See Rule 14a-6(b) and (c).              

The Merger (Proposal No. 1)                                                     

Background of the Merger, page 15                                               

3. Please address what consideration was given, if any, to the                  
formation of a committee of independent directors to evaluate the               
transaction.                                                                    

4. Please summarize the June 7 discussions relating to Merrill Lynch`s          
contacts with other potential acquirors.                                        

5. Please state the price per shared offered pursuant to the revised            
draft merger agreement provided on June 11, 2004.                               

6. We note your reference to "extensive limitations on Mandalay`s               
ability to operating its business" in the second paragraph on page 17           
and your reference to a reduction of those limitations in fourth                
paragraph.  Please revise your disclosure to describe what these                
limitations are and to explain how these limitations were reduced as a          
result of the negotiations.                                                     

7. Please describe the regulatory risks to which you refer in the               
third paragraph on page 17, and explain the proposed allocation of              
regulatory risk in the offer that was rejected on June 11, 2004.                

8. You state in the carry over paragraph at the top of page 18 that             
the "Mandalay Board reviewed matters related to the transaction in              
which certain directors and Mandalay management had an interest which           
could be perceived as different from, or in addition to, the interests          
of Mandalay stockholders in general."  Revise your disclosure in this           
section to include all discussions or negotiations relating to these            
matters.                                                                        

9. State the interests, if any, that any member of the Board reviewing          
these matters has in the merger, and reconcile such member`s review of          
these matters with their fiduciary duties under applicable law.                 

10. Clearly state, if true, that all members of the Mandalay Board,             
including those with differing interests from the interest of Mandalay          
stockholders, voted to approve the merger.                                      

Mandalay`s Reasons for the Merger-Recommendation of the Mandalay                
Board, page 18                                                                  

11. The factors supporting the merger must be explained in enough               
detail for investors to understand them.  Conclusory statements or              
listing of generalized areas of consideration, such as "the business,           
operations, properties and assets, financial condition, competitive             
position, business strategy and prospects of Mandalay," or "the                 
current, historical and projected future market prices of Mandalay              
common stock..." are not acceptable.  You will need to revise this              
section explain how each of the factors listed support or do not                
support the decision to approve the merger.                                     

12. Please revise to clarify how the fact that MGM MIRAGE agreed to             
assume all of the regulatory risk correlates to a "very high degree of          
assurance" that the merger will be consummated by June 30, 2005.                

13. Refer to the penultimate paragraph on page 19.  Please discuss the          
consideration given by the Mandalay Board to the interest of executive          
officers and directors as it relates to the Board`s recommendation for          
the merger.  How do these interests support or not support the Board`s          
recommendation?                                                                 

Opinion of Merrill Lynch, page 20                                               

14. Supplementally provide us with copies of the board book and any             
other materials prepared by Merrill Lynch to assist the board in                
evaluating the transaction.  Also, provide us with a copy of the                
engagement letter.                                                              

15. Disclose why Merrill Lynch uses the valuation techniques performed          
in connection with this opinion.                                                

16. Please disclose the fee payable to Merrill Lynch pursuant to the            
letter agreement dated June 11, 2004, and disclose how much of the fee          
is contingent upon consummation of the transaction.                             

17. Describe the relationship that existed between the company and              
Merrill Lynch during the past two years.  Discuss the type and the              
extent of services provided by Merrill Lynch, and disclose the                  
compensation received as a result.  Refer to Item 1015(b)(4) of                 
Regulation M-A.                                                                 

18. Supplementally advise us as to whether any financial forecasts              
were furnished to MGM MIRAGE.                                                   

Discounted Cash Flow Analysis, page 23                                          

19. Please explain how Merrill Lynch arrived at the discount rates and          
terminal value multiples indicated.                                             

20. Supplementally advise us as to whether Merrill Lynch performed              
another discounted cash flow analysis, assuming present values were             
calculated as of January 31, 2005, based upon the entire range of               
discount rates and terminal value multiples used in the original                
analysis, or solely based upon the discount rate of 7.5% and a 9.0x             
terminal value.                                                                 

Interests of Certain Persons in the Merger, page 31                             

21. Please clarify whether any of the officers and directors will have          
a continuing interest in the surviving corporation.  In this                    
connection, we note that two officers are eligible to receive a                 
retention bonus.                                                                

Conditions to the Consummation of the Merger, page 44                           

22. Disclose whether there is any material uncertainty as to any of             
the conditions to the consummation of the merger.                               

Consideration of Candidates for Board Membership, page 57                       

23. Please disclose whether the nominating committee has any minimum            
qualifications that must be met by any nominees.                                

Stock Ownership of Certain Beneficial Owners and Management, page 72            

24. Disclose whether any of the 5% or greater beneficial owners have            
stated how they intend to vote.                                                 

Closing                                                                         

We urge all persons who are responsible for the accuracy and    
adequacy of the disclosure in the filings reviewed by the staff to be           
certain that they have provided all information investors require.              
Since the company and its management are in possession of all facts             
relating to a company`s disclosure, they are responsible for the                
accuracy and adequacy of the disclosures they have made.                        

 In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that                        

* the company is responsible for the adequacy and accuracy of the               
disclosure in the filings;                                                      
* staff comments or changes to disclosure in response to staff                  
comments in the filings reviewed by the staff do not foreclose the              
Commission from taking any action with respect to the filing; and               
* the company may not assert staff comments as a defense in any                 
proceeding initiated by the Commission or any person under the federal          
securities laws of the United States.                                           

In addition, please be advised that the Division of Enforcement has             
access to all information you provide to the staff of the Division of           
Corporation Finance in our review of your filing or in response to our          
comments on your filing.                                                        

As appropriate, please amend the proxy statement in response to 
these comments.  You may wish to provide us with marked copies of the           
amendment to expedite our review.  Please furnish a cover letter with           
your amendment that keys your responses to our comments and provides            
any requested supplemental information.  Detailed cover letters                 
greatly facilitate our review.  Please understand that we may have              
additional comments after reviewing your amendment and responses to             
our comments.                                                                   

Direct any questions to Hanna Teshome at (202) 942-2975, or in her              
absence, to me at (202) 942-2985.                                               

                                                          Sincerely,

                                                               Kara A. Sandler
                                                                Attorney-Adviser

cc:                                                                             
via facsimile                                                                   
Craig F. Arcella                                                                
Joseph R. Martin                                                                
Cravath, Swaine & Moore LLP                                                     
(212) 474-3700                                                                  

Mandalay Resort Group                                                           
September 7, 2004                                                               
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/17/05		UPLOAD
		6/30/05		UPLOAD
		1/31/05		10-K,  UPLOAD
Filed on:		9/7/04		UPLOAD
		8/9/04		PREM14A,  UPLOAD
		6/11/04		8-K
				List all Filings