Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 25± 113K
2: EX-4 Instrument Defining the Rights of Security Holders 2± 11K
3: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
4: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
5: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
6: EX-4 Instrument Defining the Rights of Security Holders 10± 40K
7: EX-4 Instrument Defining the Rights of Security Holders 5± 18K
8: EX-4 Instrument Defining the Rights of Security Holders 2 16K
9: EX-4 Instrument Defining the Rights of Security Holders 223± 754K
10: EX-10 Material Contract 58± 228K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-8570
CIRCUS CIRCUS ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0121916
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120
(Address of principal executive offices)
(702) 734-0410
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 30, 1997
Common Stock, $.01-2/3 par value 95,078,883 shares
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
Form 10-Q
INDEX
Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets at
October 31, 1997 (Unaudited) and January 31,
1997......................................... 3-4
Condensed Consolidated Statements of Income
(Unaudited) for the Three and Nine Months
Ended October 31, 1997 and 1996.............. 5
Condensed Consolidated Statements of Cash
Flows (Unaudited) for the Nine Months Ended
October 31, 1997 and 1996.................... 6-7
Notes to Condensed Consolidated Financial
Statements (Unaudited)....................... 8-18
Item 2. Management's Discussion and Analysis of Fi-
nancial Condition and Results of Operations.. 19-29
Part II. OTHER INFORMATION 30
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
October 31, January 31,
1997 1997
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents................ $ 75,287 $ 69,516
Receivables.............................. 16,222 34,434
Inventories.............................. 21,361 19,371
Prepaid expenses and other............... 33,336 28,528
Total current assets................ 146,206 151,849
PROPERTY, EQUIPMENT AND LEASEHOLD INTERESTS,
at cost, less accumulated depreciation
and amortization of $597,912 and $526,902,
respectively............................. 2,328,390 1,920,032
EXCESS OF PURCHASE PRICE OVER FAIR MARKET
value of net assets acquired, net........ 377,927 385,583
NOTES RECEIVABLE............................ 36,240 36,443
INVESTMENTS IN UNCONSOLIDATED AFFILIATES.... 245,288 214,123
OTHER ASSETS................................ 24,599 21,081
Total Assets......................... $3,158,650 $2,729,111
The accompanying notes are an integral part of these
condensed consolidated financial statements.
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, January 31,
1997 1997
(Unaudited)
CURRENT LIABILITIES:
Current portion of long-term debt................ $ 3,044 $ 379
Accounts payable - trade ........................ 21,371 22,658
Accounts payable - construction.................. 29,647 21,144
Accrued liabilities ............................. 107,505 85,587
Total current liabilities ................ 161,567 129,768
LONG-TERM DEBT ...................................... 1,710,574 1,405,897
DEFERRED INCOME TAX ................................. 159,985 152,635
OTHER LONG-TERM LIABILITIES ......................... 4,973 6,439
Total liabilities ........................ 2,037,099 1,694,739
REDEEMABLE PREFERRED STOCK........................... - 17,631
TEMPORARY EQUITY .................................... - 44,950
STOCKHOLDERS' EQUITY:
Common stock, $.01-2/3 par value
Authorized - 450,000,000 shares
Issued - 113,594,008 and 112,808,337 shares ... 1,893 1,880
Preferred stock, $.01 par value
Authorized - 75,000,000 shares ................ - -
Additional paid-in capital ...................... 557,400 498,893
Retained earnings ............................... 1,073,564 984,363
Treasury stock (18,515,125 and 18,749,209 shares),
at cost........................................ (511,306) (513,345)
Total stockholders' equity ............... 1,121,551 971,791
Total Liabilities and
Stockholders' Equity .................. $3,158,650 $2,729,111
The accompanying notes are an integral part of these
condensed consolidated financial statements.
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
(Unaudited)
Three Months Nine Months
Ended October 31, Ended October 31,
REVENUES: 1997 1996 1997 1996
Casino ......................... $156,440 $163,589 $ 475,677 $506,620
Rooms .......................... 82,884 73,638 248,815 222,421
Food and beverage .............. 54,415 53,055 163,269 163,603
Other .......................... 37,092 35,085 109,349 116,922
Earnings of unconsolidated
affiliates ................... 26,895 27,753 78,769 63,961
357,726 353,120 1,075,879 1,073,527
Less-complimentary allowances... (15,874) (15,130) (46,637) (43,846)
341,852 337,990 1,029,242 1,029,681
COSTS AND EXPENSES:
Casino ......................... 82,554 75,459 230,936 225,659
Rooms .......................... 31,048 29,247 92,559 87,827
Food and beverage .............. 50,552 50,873 150,483 154,969
Other operating expenses ....... 24,101 21,947 67,629 71,329
General and administrative ..... 57,356 58,330 172,854 169,866
Depreciation and amortization .. 29,235 23,303 86,418 71,808
Abandonment losses ............. - - - 48,309
274,846 259,159 800,879 829,767
OPERATING PROFIT BEFORE CORPORATE
EXPENSE ........................ 67,006 78,831 228,363 199,914
CORPORATE EXPENSE ................ 7,356 7,646 23,328 22,782
INCOME FROM OPERATIONS ........... 59,650 71,185 205,035 177,132
OTHER INCOME (EXPENSE):
Interest, dividend and
other income ................. 7,124 462 8,571 3,108
Interest income and guarantee
fees from unconsolidated
affiliate .................... 1,622 1,759 5,010 5,102
Interest expense ............... (21,465) (12,973) (65,181) (36,546)
Interest expense from
unconsolidated affiliates .... (3,870) (4,774) (12,131) (10,871)
(16,589) (15,526) (63,731) (39,207)
INCOME BEFORE PROVISION FOR
INCOME TAX...................... 43,061 55,659 141,304 137,925
Provision for income tax ....... 15,838 20,846 52,104 52,331
NET INCOME ....................... $ 27,223 $ 34,813 $ 89,200 $ 85,594
EARNINGS PER SHARE................ $ .29 $ .34 $ .94 $ .83
Average shares outstanding .. 95,063,866 103,259,217 94,895,291 103,426,436
The accompanying notes are an integral part of these
condensed consolidated financial statements.
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months
Ended October 31,
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 89,200 $ 85,594
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 94,788 77,389
(Gain) loss on disposition of fixed assets (6,438) 47,732
(Increase) decrease in other current assets 11,414 (8,976)
Increase in other noncurrent assets (3,421) (2,970)
Increase in interest payable 15,423 11,514
Increase in other current liabilities 5,208 26,658
Increase in deferred income tax 7,350 11,943
Decrease in other noncurrent liabilities (49) (49)
Unconsolidated affiliates' earnings in
excess of distributions (29,390) (20,749)
Total adjustments 94,885 142,492
Net cash provided by operating activities 184,085 228,086
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (494,410) (351,045)
Increase in construction payable 8,503 6,851
Increase in investments in unconsolidated
affiliates (2,085) (34,711)
(Increase) decrease in notes receivable 203 (8,987)
Proceeds from sale of equipment and other assets 7,979 2,056
Other - (1,270)
Net cash used in investing activities (479,810) (387,106)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of senior notes - 199,562
Net effect on cash of issuances and payments
of debt with original maturities of
three months or less 541,386 (187,324)
Issuances of debt with original maturities
in excess of three months 37,161 268,934
Principal payments of debt with original
maturities in excess of three months (271,302) (17,283)
Exercise of stock options and warrants 6,383 17,912
Purchases of treasury stock (1,300) (128,858)
Other (10,832) (785)
Net cash provided by financing activities 301,496 152,158
Net increase (decrease) in cash and cash equivalents 5,771 (6,862)
Cash and cash equivalents at beginning of period 69,516 62,704
Cash and cash equivalents at end of period $ 75,287 $ 55,842
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
(Unaudited)
Nine Months
Ended October 31,
1997 1996
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest (net of amount capitalized) $ 47,799 $ 23,312
Income tax $ 37,270 $ 48,043
The accompanying notes are an integral part of these
condensed consolidated financial statements.
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All information for the three and nine months ended October 31,
1997 and 1996 is unaudited.)
(1) Principles of consolidation and basis of presentation -
Circus Circus Enterprises, Inc. (the "Company") was
incorporated February 27, 1974. The Company owns and operates
hotel and casino facilities in Las Vegas, Reno, Laughlin, Jean
and Henderson, Nevada and a hotel and dockside casino in Tunica
County, Mississippi. It is also an investor in several
unconsolidated affiliates, with operations that include a
riverboat casino in Elgin, Illinois, a hotel/casino in Reno,
Nevada and a hotel/casino on the Las Vegas Strip.
The condensed consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries.
Material intercompany accounts and transactions have been
eliminated.
The condensed consolidated financial statements included
herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the
information presented not misleading. In the opinion of
management, all adjustments (which include normal recurring
adjustments) necessary for a fair statement of results for the
interim periods have been made. The results for the three and
nine month periods are not necessarily indicative of results to
be expected for the full fiscal year.
Certain reclassifications have been made to the financial
statements for the three and nine months ended October 31, 1996
to conform to the financial statement presentation for the three
and nine months ended October 31, 1997. These reclassifications
have no effect on net income.
These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended January
31, 1997.
(2) Long-term debt -
Long-term debt consists of the following (in thousands):
October 31, January 31,
1997 1997
(Unaudited)
Amounts due under corporate
debt program at floating
interest rates, weighted
average of 5.8% and 5.6% $742,353 $501,191
6.45% Senior Notes due 2006
(net of unamortized discount
of $363 and $396) 199,637 199,604
7-5/8% Senior Subordinated
Debentures due 2013 150,000 150,000
6-3/4% Senior Subordinated Notes
due 2003 (net of unamortized
discount of $91 and $103) 149,909 149,897
7.0% Debentures due 2036
(net of unamortized
discount of $150 and $160) 149,850 149,840
6.70% Debentures due 2096
(net of unamortized discount
of $291 and $327) 149,709 149,673
10-5/8% Senior Subordinated Notes
due 1997 (net of unamortized
discount of $7) - 99,993
Amounts due under bank credit
agreement at floating interest
rates, weighted average of 6.1% 160,000 -
Other notes 12,160 6,078
1,713,618 1,406,276
Less - current portion (3,044) (379)
$1,710,574 $1,405,897
The Company has established a corporate debt program whereby
it can issue commercial paper or similar forms of short-term
debt. Although the debt instruments issued under this program are
short-term in tenor, they are classified as long-term debt
because (i) they are backed by a long-term debt facility (see
below) and (ii) it is management's intention to continue to
(2) Long-term debt (continued) -
replace such borrowings on a rolling basis as various instruments
come due and to have such borrowings outstanding for longer than
one year. To the extent that the Company incurs debt under this
program, it must maintain an equivalent amount of credit
available under its bank credit facility discussed more fully
below.
In May 1997, the Company renegotiated its $1.5 billion
unsecured credit facility, dated January 29, 1996. This
agreement was replaced by a new $2.0 billion unsecured credit
facility which matures on July 31, 2002 (the "Facility"). The
maturity date may be extended for an unlimited number of one-year
periods with the consent of the bank group. The Facility
contains financial covenants regarding total debt and new venture
capital expenditures and investments. The Facility is for
general corporate purposes. The Company incurs commitment fees
(currently 15 basis points) on the unused portion of the
Facility. As of October 31, 1997, the Company had $160 million
outstanding under the Facility. At such date, the Company also
had $742.4 million of indebtedness outstanding under the
corporate debt program thus reducing, by that amount, the credit
available under the Facility for purposes other than repayment of
such indebtedness. The fair value of the debt issued under the
corporate debt program approximates the carrying amount of the
debt due to the short-term maturities of the individual
components of the debt.
In November 1996, the Company issued $150 million principal
amount of 7.0% Debentures due November 2036 (the "7.0%
Debentures"). The 7.0% Debentures may be redeemed at the option
of the holder in November 2008. Also, in November 1996, the
Company issued $150 million principal amount of 6.70% Debentures
due November 2096 (the "6.70% Debentures"). The 6.70% Debentures
may be redeemed at the option of the holder in November 2003.
Both the 7.0% Debentures, which were discounted to $149.8
million, and the 6.70% Debentures, which were discounted to
$149.7 million, have interest payable each May and November, are
not redeemable by the Company prior to maturity and are not
subject to any sinking fund requirements. The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program.
(2) Long-term debt (continued) -
In February 1996, the Company issued $200 million principal
amount of 6.45% Senior Notes due February 1, 2006 (the "6.45%
Notes"), with interest payable each February and August. The
6.45% Notes, which were discounted to $199.6 million, are not
redeemable prior to maturity and are not subject to any sinking
fund requirements. The net proceeds from this offering were used
primarily to repay borrowings under the Company's corporate debt
program.
In July 1993, the Company issued $150 million principal
amount of 6-3/4% Senior Subordinated Notes (the "6-3/4% Notes")
due July 2003 and $150 million principal amount of 7-5/8% Senior
Subordinated Debentures (the "7-5/8% Debentures") due July 2013,
with interest payable each July and January. The 6-3/4% Notes,
which were discounted to $149.8 million, and the 7-5/8%
Debentures are not redeemable prior to maturity and are not
subject to any sinking fund requirements. The net proceeds from
these offerings were used primarily to repay borrowings under the
Company's corporate debt program.
In June 1990, the Company issued $100 million principal
amount of 10-5/8% Senior Subordinated Notes (the "10-5/8%
Notes"). The 10-5/8% Notes were redeemed at maturity in June
1997.
The Company has a policy aimed at managing interest rate
risk associated with its current and anticipated future
borrowings. This policy enables the Company to use any
combination of interest rate swaps, futures, options, caps and
similar instruments. To the extent the Company employs such
financial instruments pursuant to this policy, they are accounted
for as hedging instruments. In order to qualify for hedge
accounting, the underlying hedged item must expose the Company to
risks associated with market fluctuations and the financial
instrument used must be designated as a hedge and must reduce the
Company's exposure to market fluctuation throughout the hedge
period. If these criteria are not met, a change in the market
value of the financial instrument is recognized as a gain or loss
in the period of change. Otherwise, gains and losses are not
recognized except to the extent that the financial instrument is
disposed of prior to maturity. Net interest paid or received
(2) Long-term debt (continued) -
pursuant to the financial instrument is included as interest
expense in the period.
The Company has entered into various interest rate swaps,
principally with its bank group, to manage interest expense,
which is subject to fluctuation due to the variable-rate nature
of the debt under the Company's corporate debt program. The
Company has interest rate swap agreements under which it pays a
fixed interest rate (weighted average of approximately 7.2%) and
receives a variable interest rate (weighted average of
approximately 5.8% at October 31, 1997) on $178 million notional
amount of "initial" swaps, and pays a variable interest rate of
approximately 5.8% at October 31, 1997, and receives a fixed
interest rate of approximately 8.2% on $30 million notional
amount of a "reversing" swap. The net effect of all such swaps
resulted in additional interest expense, due to an interest rate
differential which, at October 31, 1997, was approximately 0.8%
on the total notional amount of the swaps. One of the initial
swaps provides for quarterly reductions in the notional amount of
up to $1 million. This swap has a current notional amount of
$23.5 million, but declines to $22.5 million by its termination
date in fiscal 1999. One of the initial swaps in the notional
amount of $100 million provides that the swap will terminate two
business days after any date on which three-month Libor is set at
or above 9.0% on or after October 15, 2000. This swap otherwise
terminates in fiscal 2008. Excluding these swaps, the initial
swaps have the following termination dates: $29.5 million in
fiscal 1999, $25 million in fiscal 2000 and $100 million in
fiscal 2008. The reversing swap expires in fiscal 2002.
As of October 31, 1997, under its most restrictive loan
covenants, the Company was restricted as to the purchase of its
own capital stock in excess of $510 million and was restricted
from issuing additional debt in excess of approximately $236
million.
(3) Stock options -
The Company has various stock option plans for executive,
managerial and supervisory personnel as well as the Company's
outside directors and consultants. The plans permit grants of
options, performance shares and restricted stock relating to the
Company's common stock. The stock options are generally
exercisable in one or more installments beginning not less than
six months after the grant date.
Summarized information for stock option plans is as follows:
Nine Months Ended
October 31, 1997
Weighted
Average
Exercise
Options Price
Outstanding at beginning of period.. 7,178,560 $25.42
Granted............................. 425,000 24.25
Exercised........................... (307,005) 21.19
Cancelled........................... (149,900) 31.60
Outstanding at end of period........ 7,146,655 $25.40
Options exercisable at end of period 4,675,550 $24.31
Options available for grant at end
of period......................... 2,057,750
(4) Stock rights -
On July 14, 1994, the Company declared a dividend of one
Common Stock Purchase Right (the "Rights") for each share of
common stock outstanding at the close of business on August 15,
1994. Each Right entitles the holder to purchase from the
Company one share of common stock at an exercise price of $125,
subject to certain antidilution adjustments. The Rights
generally become exercisable ten days after the earlier of an
announcement that an individual or group has acquired 15% or more
of the Company's outstanding common stock or the announcement of
commencement of a tender offer for 15% or more of the Company's
common stock.
(4) Stock rights (continued) -
In the event the Rights become exercisable, each Right
(except the Rights beneficially owned by the acquiring individual
or group, which become void) would entitle the holder to
purchase, for the exercise price, a number of shares of the
Company's common stock having an aggregate current market value
equal to two times the exercise price. The Rights expire August
15, 2004, and may be redeemed by the Company at a price of $.01
per Right any time prior to their expiration or the acquisition
of 15% or more of the Company's common stock. The Rights should
not interfere with any merger or other business combination
approved by the Company's Board of Directors and are intended to
cause substantial dilution to a person or group that attempts to
acquire control of the Company on terms not approved by the Board
of Directors.
(5) Share repurchases -
During the nine months ended October 31, 1997, the Company
repurchased 38,486 shares of its common stock at a cost of $1.3
million.
During the second quarter, the Company elected to settle,
for cash, outstanding put options on 2.0 million shares of its
common stock and call options on 600,000 shares of common stock.
The net cost to the Company was $9.4 million. The put and call
options were entered into as a complement to the Company's
overall share repurchase program.
(6) Redeemable preferred stock -
In connection with the acquisition of Gold Strike Resorts,
New Way, Inc., a wholly owned subsidiary of the Company, issued
1,069,926 shares of $10.00 Cumulative Preferred Stock. Of the
preferred shares issued, 866,640 were issued to another wholly
owned subsidiary of the Company. During the year ended January
31, 1997, the Company purchased 9,864 shares of the preferred
stock for $1.3 million. The price paid by the Company was based
on the trading price of the Company's common stock prior to the
transaction. On February 26, 1997, New Way, Inc. merged into
another subsidiary of the Company and the remaining preferred
stock was converted into 754,666 shares of common stock.
(7) Preferred stock -
The Company is authorized to issue up to 75 million shares
of $.01 par value preferred stock in one or more series having
such respective terms, rights and preferences as are designated
by the Board of Directors. No such preferred stock has yet been
issued.
(8) Earnings per share -
Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding during the
period. Outstanding stock options and exchangeable preferred
stock are not included in earnings per share computations since
their assumed exercise or conversion would not have a material
dilutive effect.
In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128 -
Earning Per Share ("SFAS 128"). SFAS 128 is effective for
periods ending after December 15, 1997 and replaces currently
reported earnings per share with "basic", or undiluted, earnings
per share and "diluted" earnings per share. Basic earnings per
share is computed as detailed above, while diluted earnings per
share reflects the additional dilution for all potentially
dilutive securities, such as stock options.
The Company will adopt the provisions of SFAS 128 in its
fiscal 1998 annual financial statements, and all previously
reported earnings per share amounts will be restated. The
following table discloses the Company's pro forma earnings per
share for the three and nine-month periods ended October 31, 1997
and 1996 as determined in accordance with SFAS 128.
Three Months Nine Months
Ended October 31, Ended October 31,
Earnings per share 1997 1996 1997 1996
As reported $.29 $.34 $.94 $.83
Basic $.29 $.34 $.94 $.83
Diluted $.29 $.33 $.94 $.81
(9) Investments in unconsolidated affiliates -
The Company has investments in unconsolidated affiliates
that are accounted for under the equity method. Using the equity
method, original investments are recorded at cost and adjusted by
the Company's share of earnings or losses of these entities. The
investment balance also includes interest capitalized during
construction (net of amortization). Investments in
unconsolidated affiliates consist of the following (in
thousands):
October 31, January 31,
1997 1997
(Unaudited)
Circus and Eldorado Joint Venture (50%)
(Silver Legacy, Reno, Nevada) $ 64,313 $ 54,269
Elgin Riverboat Resort (50%)
(Grand Victoria, Elgin, Illinois) 47,519 51,174
Victoria Partners (50%)
(Monte Carlo, Las Vegas, Nevada) 133,456 108,680
$245,288 $214,123
The above unconsolidated affiliates operate with fiscal
years ending on December 31. Summarized results of operations of
the unconsolidated affiliates are as follows (unaudited, in
thousands):
Nine Months
Ended September 30,
1997 1996
Revenues $501,746 $392,737
Expenses 355,069 267,776
Operating income 146,677 124,961
Net income 122,600 96,861
The results for the nine months ended September 30, 1996
include the operations of Windsor Casino Limited. In January
1997, the Company transferred its one-third interest in Windsor
Casino Limited to the two remaining shareholders. Results for
the nine months ended September 30, 1997 include a full nine
months of operations of Monte Carlo, which opened June 21, 1996.
(9) Investments in unconsolidated affiliates (continued) -
Included in the above are revenues of the Grand Victoria of
$189,375 and $181,915 for the nine months ended September 30,
1997 and 1996. The property's operating margin during those
periods was 35% and 43%, respectively.
(10) Abandonment losses -
During the nine months ended October 31, 1996, the Company
wrote off $48.3 million of various assets. These write-offs
included the special-effects films at Luxor ($12.0 million) which
were replaced by IMAX special-format filmed attractions,
structural elements demolished as part of Luxor's remodeling
($12.1 million), and fixtures and equipment at Circus Circus-Las
Vegas, Excalibur and Circus Circus-Tunica replaced in the course
of upgrading and expanding those properties ($16.0 million). The
Company also wrote off $8.2 million of costs associated with the
demolition of a people mover at Circus Circus-Las Vegas and the
removal of the Nile River at Luxor.
(11) Commitments and contingent liabilities -
In July 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino, opened in downtown Reno, Nevada. As a
condition to the joint venture's $230 million bank credit
agreement (which amended and restated the joint venture's
previous $220 million credit agreement in November 1997), Circus
is obligated under a make-well agreement to make additional
contributions to the joint venture as may be necessary to
maintain a minimum coverage ratio (as defined). As of October
31, 1997, the Company had an outstanding loan to the joint
venture in the principal amount of $35.1 million at an interest
rate of 10%. In November 1997, in connection with amending and
restating the bank credit agreement, the entire loan balance was
repaid.
In Tunica County, Mississippi, the Company is constructing a
1,200-room tower addition to its casino, which has been
remodeled. Effective August 1, 1997, the property was
rechristened Gold Strike Casino Resort. The remodeled casino
opened prior to the Labor Day weekend and approximately 400 of
the new rooms were in service by the Thanksgiving weekend. The
majority of the new rooms should be in service by Christmas. The
(11) Commitments and contingent liabilities (continued) -
estimated cost of this expansion is $135 million, and through
October 31, 1997, the Company had incurred $91.4 million for this
project.
The Company is constructing an entertainment megastore of
approximately 3,800 rooms on the former site of the Hacienda
Hotel and Casino. The new resort, whose working title is Project
Paradise, is slated to open in late 1998 or early 1999. Project
Paradise will feature, as its centerpiece, a 10-acre tropical
environment that will contain, among other attractions, a surfing
beach with six-foot waves. Inside, Project Paradise will offer
waterfalls, terraced gardens, mythical statuary and open-air
restaurants set amid beautifully crafted environments, including
a swan island. The cost of Project Paradise is currently
estimated at approximately $800-$900 million (excluding land and
a Four Seasons Hotel as discussed below) and as of October 31,
1997, $158.4 million had been incurred for this project.
Included within Project Paradise and as part of its 3,800
rooms, will be a 440-room Four Seasons Hotel, which will provide
Las Vegas visitors with a luxury "five-star" hospitality
experience. This hotel, which will be owned by Circus and
managed by Four Seasons Regent Hotels and Resorts, represents the
first step pursuant to the Company's cooperative effort with Four
Seasons to identify strategic opportunities for development of
hotel and casino properties worldwide.
The Company has funded the above projects from internal cash
flows, project specific financing or its credit facility, and
anticipates that future funding for such projects will be from
these sources, including the $2.0 billion credit facility, of
which approximately $902.4 million was utilized as of October 31,
1997.
The Company is a defendant in various pending litigation. In
management's opinion, the ultimate outcome of such litigation
will not have a material effect on the results of operations or
the financial position of the Company.
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (Unaudited)
RESULTS OF OPERATIONS
Earnings per Share
For the third quarter ended October 31, 1997, the Company
reported net income of $27.2 million, or $.29 per share, versus
$34.8 million, or $.34 per share, in the prior year. For the
nine months, net income was $89.2 million, or $.94 per share,
compared to $85.6 million, or $.83 per share, a year ago.
Average shares outstanding were approximately 95 million for the
three and nine months ended October 31, 1997 against
approximately 103 million for the same periods last year. The
lower average shares outstanding reflects the repurchase of 10.1
million shares of the Company's stock in the third and fourth
quarters of the prior year.
Results for the three and nine months in the current year reflect
a one-time gain of $6.0 million on the sale of a corporate
airplane. Results for the nine months ended October 31, 1996
include asset write-offs of $48.3 million related to various
expansion projects, primarily the new room towers at Luxor and
Circus Circus-Las Vegas, as well as $5.6 million in preopening
expenses related to the June 21, 1996 opening of Monte Carlo (50%
owned by the Company). Excluding the effect of the above
nonrecurring items, earnings per share for the third quarter and
nine months ended October 31, 1997 were $.25 and $.90 versus $.34
and $1.17 for the same periods in the prior year.
Revenues
Revenues for the Company for the three and nine months ended
October 31, 1997 were relatively even with the prior year.
Luxor, with 1,950 new rooms, posted significant revenue increases
in both periods, up $26.9 million, or 51%, in the quarter and
$53.8 million, or 31%, for the nine months, though it was
comparing against prior-year periods when the property
experienced significant construction disruption. Meanwhile,
Circus Circus-Las Vegas posted revenue increases of $3.7 million,
or 7%, and $9.9 million, or 6%, for the three and nine months,
due to 1,000 new rooms which opened late last year, though it too
was comparing against construction-disrupted periods in the prior
year.
The Company's 50% interest in Silver Legacy generated strong
increases in revenues, up $2.0 million, or 41%, in the third
quarter and up $7.2 million, or 66%, for the nine months.
Effective May 1, the Company began receiving a priority return on
its investment representing approximately two-thirds of the joint
venture's operating income. Also, year-to-date results benefited
from the presence of the women's national bowling tournament in
Reno which concluded in July. Monte Carlo was also a significant
contributor to revenues in the nine months, with the Company's
50% interest generating an additional $19.5 million in revenue
compared against the prior year when it was open approximately
four months. (For accounting purposes, the Company's share of
the operating income of joint ventures is reflected as revenue in
Earnings of Unconsolidated Affiliates.)
The above increases were largely offset by the closure of the
Hacienda Hotel and Casino, which posted total revenues of $11.3
million in last year's third quarter, and $38.3 million for the
nine months. That property was demolished December 31, 1996 to
make way for Project Paradise, a new megaresort adjacent to
Luxor. Also, the Company sold its interest in Windsor Casino
Limited in January 1997. That property accounted for revenues of
$2.5 million and $7.4 million in the three and nine months a year
ago. Meanwhile, Excalibur's revenues declined $6.7 million, or
9%, in the third quarter and $18.8 million, or 8%, year-to-date,
as that property faced significant competition from New York-New
York (which opened January 3, 1997), Monte Carlo and the expanded
Luxor, as well as comparing against a record prior year.
Revenues at Circus Circus-Tunica decreased 17% in the third
quarter and 25% for the nine months, as it experienced
significant construction disruption as part of its $135 million
expansion, which will be substantially completed in the fourth
quarter. (See Financial Position and Capital Resources for more
details regarding Project Paradise and the Tunica expansion.)
Operating Income (excluding nonrecurring items)
For the three and nine month periods ended October 31, 1997,
income from operations declined $11.5 million, or 16%, and $26.0
million, or 11%, from the like periods a year ago. Depreciation
was a principal factor, rising $6.6 million in the quarter and
$17.4 million in the nine months. This additional depreciation
related primarily to the expansion projects at Luxor and Circus
Circus-Las Vegas completed in the prior year. The Company's
composite operating margin was 17.4% and 19.9% for the three and
nine months ended October 31, 1997 versus 21.1% and 22.3% for the
same periods in the prior year. A discussion of operating
results by market follows.
Las Vegas
The Company's Las Vegas properties posted an overall decrease in
operating income of $5.4 million, or 12%, for the three months
ended October 31, 1997 and posted an overall increase in
operating income of $1.2 million, or 1%, for the nine months
compared to the same periods last year. The decrease in the
quarter was due principally to lower results at Excalibur, which
saw operating income fall $6.8 million, or 30%, in the quarter
and $17.5 million, or 25%, in the nine months. This decline in
operating income was primarily the result of significant
competition from New York-New York (which opened January 3,
1997), Monte Carlo and the expanded Luxor. Excalibur was also
comparing against a record prior year. The year-to-date decrease
at Excalibur was offset by results at Monte Carlo (a 50% owned
joint venture which opened June 21, 1996), which generated a
$19.5 million increase in operating income for the nine months
ended October 31, 1997 compared to the prior year when it was
open slightly more than four months. Overall, the Las Vegas
market has been slow to absorb recent room expansions, which has
negatively affected room rates and, more significantly, occupancy
rates at Luxor and Excalibur.
At Luxor, operating income rose $3.5 million, or 44%, in the
quarter and $7.6 million, or 24%, for the nine months due
primarily to 1,950 new rooms which were placed in service late
last year. This property has also undergone substantial
remodeling, which was significantly disruptive to prior-year
results. Certain elements of this remodeling continued into the
current year, including a new 1,200-seat showroom which opened
September 10 with the debut of Imagine, A Theatrical Odyssey.
Construction is continuing on a microbrewery and night club which
will open by the end of the year, as well as the remodeling of
the attractions level. The Company believes that this continued
construction has had a disruptive effect on operations, though
not on the scale suffered in the prior year. Furthermore, the
Company believes that due to the continued phase-in of the
remodeling and the current overall weakness in the Las Vegas
market, improvements in operating results at this property are
likely to occur gradually.
Operating income at Circus Circus-Las Vegas rose 10% in the
quarter, but declined 3% year-to-date. The property had 1,000
new rooms in operation (at virtually 100% occupancy) for the
quarter and nine months versus a year ago. However, additional
depreciation on the new rooms offset much of this benefit. The
Company also believes that many of the new customers at Circus
Circus-Las Vegas are spending a portion of their time visiting
the newer megaresorts on the south end of the Las Vegas Strip.
Further, the Company believes that a number of the guests staying
in the new hotel rooms represent former "walk-in" customers who
were already established as gaming customers.
Reno
In Reno, the Company's combined operating income was up 4% in the
third quarter and 23% in the nine months, compared against the
same periods last year. Results at Circus Circus-Reno compared
down in the quarter and nine months, due in part to disruption
from the remodeling of the casino, which was completed in
November. However, this was more than offset by strong results
at Silver Legacy, as previously discussed under "Revenues".
Laughlin
The Colorado Belle and the Edgewater in Laughlin posted combined
decreases in operating income of $2.0 million, or 39%, and $5.9
million, or 27%, for the three and nine months ended October 31,
1997 versus the previous year. This market continues to suffer
from difficult competitive challenges, foremost of which are the
unregulated Native American casinos in Laughlin's prime central
Arizona and southern California feeder markets. Competition from
new resorts in Las Vegas and Primm, Nevada (formerly Stateline,
Nevada) has also contributed to the erosion of Laughlin's
customer base.
Riverboat Markets
In Tunica County, Mississippi, operating income at the
rechristened Gold Strike Casino Resort declined significantly,
down more than 50% in both the three and nine month periods, due
primarily to disruption from the ongoing $135 million expansion.
This expansion project includes a 1,200-room hotel tower (the
property currently has no rooms) and extensive retheming of the
property into a more elegant resort. The remodeling of the
casino was completed by the Labor Day weekend, and approximately
400 of the new rooms were open by the Thanksgiving weekend. The
balance of the new rooms will open in phases, with a majority of
the new rooms in service by Christmas.
Results at the Grand Victoria (a 50% owned riverboat casino in
Elgin, Illinois) reflected a slight increase in the Company's
share of operating income in the quarter and a decrease of $4.4
million year-to-date. The year-to-date decrease was due entirely
to the contribution to a 20% profit sharing arrangement with
public entities in the city and county that began in June 1996.
In December 1997, the Illinois legislature passed a bill to
increase the gaming tax. The annual impact of this increase to
the Company, based upon current year earnings, would be a $9-$10
million reduction in operating income.
Interest Expense
For the three and nine months ended October 31, 1997, interest
expense (excluding joint venture interest expense) increased $8.5
million and $28.6 million versus the prior year. The increase
was due principally to higher average borrowings related to
various construction projects (primarily the new rooms and
improvements at Luxor and Circus Circus-Las Vegas completed in
the prior year, and the ongoing construction of Project Paradise
and the hotel tower in Tunica) and the repurchase of $341.8
million of Circus' common stock in the third and fourth quarters
last year. To date, the share repurchase has had no effect on
earnings per share. Average borrowings were approximately $1.6
billion and $1.5 billion for the current quarter and nine months,
compared against $822 million and $745 million for the same
periods last year. Capitalized interest was $7.0 million and
$15.5 million for the quarter and nine months ended October 31,
1997 versus $4.0 million and $10.5 million in the year-ago
periods. Long-term debt at October 31, 1997 stood at $1.7
billion compared to $980 million at October 31, 1996. Of the
$1.7 billion in borrowings at October 31, 1997, approximately
$902.4 million represents borrowings subject to fluctuations in
interest rates.
The Company also recorded interest expense related to joint
venture projects of $3.9 million and $12.1 million in the quarter
and nine months ended October 31, 1997 compared to $4.8 million
and $10.9 million in the previous year. This reflects the
Company's 50% share of the interest expense of Silver Legacy and
Monte Carlo (which opened June 21, 1996).
Income Tax
For the three and nine months ended October 31, 1997, the
Company's effective tax rate was 36.8% and 36.9%, compared with
37.5% and 37.9% for the three and nine months ended October 31,
1996. These rates reflect the corporate statutory rate of 35%
plus the effect of various nondeductible expenses, including the
amortization of goodwill associated with the acquisition of Gold
Strike Resorts.
Financial Position and Capital Resources
The Company had cash and cash equivalents of $75.3 million at
October 31, 1997, reflecting normal daily operating requirements.
The Company's pretax cash flow from operations (before
nonrecurring items) was $91.6 million and $299.8 million for the
three and nine months ended October 31, 1997 versus $96.5 million
and $308.4 million for the same periods last year. In this
context, pretax cash flow from operations is defined as the
Company's income from operations plus noncash operating expenses
(primarily depreciation and amortization). The Company has used
its current year cash flow primarily to fund the construction of
Project Paradise, the construction of the new hotel tower in
Tunica County, Mississippi and miscellaneous other construction
projects.
Capital Spending
Capital expenditures for the third quarter and nine months ended
October 31, 1997 were $191.6 million and $494.4 million. Of
these amounts, $89.2 million and $152.4 million related to the
construction of Project Paradise, $38.4 million and $84.9 million
related to the construction and remodeling at the Gold Strike
Casino Resort in Tunica County, Mississippi, $21.4 million and
$100.9 million related to the remaining elements of the Luxor
expansion, $4.9 million and $24.5 million related to various
renovation projects at Excalibur (primarily expansion of the
casino floor, and the addition of a wedding chapel and meeting
rooms), $7.3 million and $23.7 million related to remodeling the
casino at Circus Circus-Reno, $9.2 million and $19.5 million
related to the remaining tower rooms being remodeled at Circus
Circus-Las Vegas, and $.7 million and $9.7 million related to the
addition of a microbrewery at the Colorado Belle.
Credit Facility
On May 23, 1997, the Company amended its unsecured credit
facility with its bank group, increasing the size of the facility
from $1.5 billion to $2 billion at more favorable terms and
pricing. As of October 31, 1997, Circus had utilized $902
million under the facility. During the third quarter, the
Company also increased the size of its commercial paper program
from $750 million to $1 billion. The commercial paper program is
backed by the $2 billion credit facility (see Note 2 of Notes to
Condensed Consolidated Financial Statements).
Joint Ventures
In July 1995, Silver Legacy, a 50/50 joint venture with the
Eldorado Hotel/Casino, opened in downtown Reno, Nevada. As a
condition to the joint venture's $230 million bank credit
agreement (which amended and restated the joint venture's
previous $220 million credit agreement in November 1997), Circus
is obligated under a make-well agreement to make additional
contributions to the joint venture as may be necessary to
maintain a minimum coverage ratio (as defined). As of October
31, 1997, the Company also had outstanding loans to the joint
venture in the principal amount of $35.1 million, which were
repaid in November.
New Projects
The Company is constructing an entertainment megastore of
approximately 3,800 rooms on the former site of the Hacienda
Hotel and Casino. The new resort, whose working title is Project
Paradise, is slated to open in late 1998 or early 1999. Project
Paradise will feature, as its centerpiece, a 10-acre tropical
environment that will contain, among other attractions, a surfing
beach with six-foot waves. Inside, Project Paradise will offer
waterfalls, terraced gardens, mythical statuary and open-air
restaurants set amid beautifully crafted environments, including
a swan island. The cost of Project Paradise is currently
estimated at approximately $800-$900 million (excluding land and
a Four Seasons Hotel as discussed below) and as of October 31,
1997, $158.4 million had been incurred for this project.
Included within Project Paradise and as part of its 3,800 rooms,
will be a 440-room Four Seasons Hotel, which will provide Las
Vegas visitors with a luxury "five-star" hospitality experience.
This hotel, which will be owned by Circus and managed by Four
Seasons Regent Hotels and Resorts, represents the first step
pursuant to the Company's cooperative effort with Four Seasons to
identify strategic opportunities for development of hotel and
casino properties worldwide.
At Luxor, the Company completed construction of two new hotel
towers, designed in ziggurat shapes, which added 1,950 rooms to
the property, bringing the total rooms base to approximately
4,400. This project also involved substantial remodeling of the
property's interior spaces, especially the casino and hotel
lobby. The original scope of the remodeling and expansion of
Luxor was broadened to include a second hotel lobby, convention
space, a redesigned attractions level, a microbrewery, a luxury
health spa, a new 1,200-seat showroom, and additional restaurants
and retail areas. The additional restaurants and retail areas
opened in late summer, while the showroom opened September 10.
Construction is continuing on a microbrewery and night club which
will open by the end of the year, as well as the remodeling of
the attractions level. The total cost for the expansion is
approximately $425 million.
In December 1996, the Company completed construction of a 1,000-
room tower addition at Circus Circus-Las Vegas, which brought the
total number of rooms at Circus Circus-Las Vegas to approximately
3,800. The total cost of the project, which also included a new
porte cochere, new lobby space, a retail concourse and two new
restaurants, plus the refurbishment of all 1,188 rooms in the
Skyrise Tower, was approximately $130 million. The Company also
recently completed refurbishing the tower rooms at this property
at a total cost of approximately $21 million, of which $20.5
million had been incurred as of October 31, 1997.
In Tunica County, Mississippi, the Company is constructing a
1,200-room tower addition to its casino, which was also
remodeled. Effective August 1, 1997 the property was
rechristened Gold Strike Casino Resort. The remodeled casino
opened prior to the Labor Day weekend and approximately 400 of
the new rooms were in service by the Thanksgiving weekend. The
majority of the new rooms should be in service by Christmas. The
estimated cost of this expansion is $135 million, and through
October 31, 1997, the Company had incurred $91.4 million for this
project.
Also in Mississippi, the Company has announced that it plans to
develop a hotel/casino resort on the Mississippi Gulf Coast at
the north end of the Bay of St. Louis, near the DeLisle exit on
Interstate 10. The planned resort will feature 1,500 rooms and
has an estimated cost of $225 million. The Company has received
all necessary approvals to begin construction. However, these
approvals have been challenged in state and federal court, and
the Company anticipates construction to begin only after final
resolution of all legal actions. As presently contemplated,
Circus will own 90% of the project, with a partner contributing
land (up to 500 acres) in exchange for the remaining 10%.
The Company has also completed several other improvement projects
this year. At Circus Circus-Reno, the Company remodeled the
casino at a total cost of approximately $21 million, and a
microbrewery was added to the Colorado Belle at a total cost of
approximately $11.0 million.
The Company has entered into an agreement to form a joint venture
with the Detroit-based Atwater Casino Group to pursue one of the
three licenses to be issued to own and operate a casino in
Detroit, Michigan. The Atwater Casino Group is comprised of
numerous Detroit-area business, education, civic and community
leaders. Circus would own a 45% equity interest in the proposed
project and receive a management fee. On November 21, 1997, the
joint venture was selected as one of the three groups to proceed
with negotiation of a development agreement with the city. The
joint venture's ability to proceed with the proposed project is
contingent upon negotiation of this development agreement, as
well as the receipt of all necessary gaming approvals and other
customary conditions. There is no assurance when or whether the
joint venture will successfully negotiate the development
agreement or ultimately be awarded one of the three licenses.
The Company has entered into an agreement with Mirage Resorts,
Incorporated to participate in the development of a site (which,
as reported by Mirage, consists of a 181-acre site, approximately
125 acres of which are developable) located in the Marina
District of Atlantic City, New Jersey. The site is the subject
of an agreement between Mirage and the City of Atlantic City
providing, as reported by Mirage, for the City's conveyance of
the site to Mirage in exchange for its agreeing to develop a
hotel-casino thereon and undertake certain other obligations.
The Company's agreement with Mirage provides for the Company to
obtain sufficient land within the site for the development of a
destination resort and casino of at least 2,000 rooms, including
dramatic public spaces, in an architectural format that conforms
to a "masterplan". While Mirage will act as master-developer for
the site, Circus will own its land and its resort project, which,
as presently contemplated, will connect to Mirage's resort as
well as to a third resort to be developed by Boyd Gaming
Corporation and Mirage. The Company's participation in the
development of the site is dependent on Mirage's acquisition of
the site, which is subject to the satisfaction of a number of
conditions. Various governmental permits required for the
development of the site have not yet been received. Additionally,
as reported by Mirage, an existing Atlantic City hotel-casino
operator and others have filed various lawsuits which seek to
prevent Mirage's acquisition of the site and construction of road
improvements to the site, thereby potentially delaying or
preventing the Company's acquisition of a portion of the site
from Mirage and development of a hotel-casino thereon. The
ability of the Company to proceed is subject to its obtaining the
requisite gaming and other approvals and licenses in New Jersey
(where the Company and a wholly owned subsidiary have initiated
the gaming application process), as well as the approval of the
gaming authorities in various other jurisdictions. Accordingly,
there can be no assurances as to whether or when the Company will
proceed with the development of a hotel-casino on the site.
While neither the exact extent of the Company's proposed
development nor a starting date for construction can be
determined at this time, the Company is currently contemplating
an investment of approximately $600-$700 million.
The collective bargaining agreement with one of the Company's
largest unions expired May 31, 1997. The agreement has been
extended indefinitely as negotiations continue on a new contract.
The Company does not anticipate any difficulties in renewing the
contract.
The Company believes that it has ample capital resources, through
its existing bank arrangements and its operating cash flows, to
meet all of its existing cash obligations, fund its commitments
on the projects enumerated above and opportunistically repurchase
shares. The Company believes that additional funds could be
raised through debt or equity markets, if necessary.
Forward-Looking Statements
Certain information included in this report and other materials
filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral
statements or written statements made or to be made by the
Company) contains statements that are forward-looking within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended. Such statements include information relating to current
expansion projects, plans for future expansion projects and other
business development activities as well as other capital
spending, financing sources and the effects of regulation
(including gaming and tax regulation) and competition. Such
forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results
in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on
behalf of the Company. These risks and uncertainties include,
but are not limited to, those relating to development and
construction activities, dependence on existing management,
leverage and debt service (including sensitivity to fluctuations
in interest rates), domestic or global economic conditions,
changes in federal or state tax laws or the administration of
such laws, changes in gaming laws or regulations (including the
legalization of gaming in certain jurisdictions) and applications
for licenses and approvals under applicable laws and regulations
(including gaming laws and regulations).
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits filed as part of this report are
listed on the Index to Exhibits accompanying this report.
(b) Reports on Form 8-K. No report on Form 8-K was filed
during the period covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
CIRCUS CIRCUS ENTERPRISES, INC.
(Registrant)
Date: December 12, 1997 By Clyde T. Turner
Clyde T. Turner
Chairman of the Board and
Chief Executive Officer
Date: December 12, 1997 By Glenn Schaeffer
Glenn Schaeffer
President, Chief Financial
Officer and Treasurer
INDEX TO EXHIBITS
Exhibit
No. Description
4(a). Amendment No. 1 to the $2.0 Billion Loan Agreement, by
and among the Company, the Banks named therein and Bank
of America National Trust and Savings Association, as
administrative agent for the Banks.
4(b). Commercial Paper Dealer Agreement, dated October 9,
1997, between the Company and Merrill Lynch Money
Markets Inc.
4(c). Commercial Paper Dealer Agreement dated October 9,
1997, between the Company and BancAmerica Robertson
Stephens.
4(d). Commercial Paper Dealer Agreement dated October 9,
1997, between the Company and Credit Suisse First
Boston Corporation.
4(e). Issuing and Paying Agency Agreement, dated October 9,
1997, between the Company and The Chase Manhattan Bank.
4(f). Interest Rate Cap Agreement, dated October 20, 1997,
between the Company and Morgan Guaranty Trust Company
of New York.
4(g). Grid Promissory Note, dated October 17, 1997, between
the Company and Lyon Short Term Funding Corp.
4(h). Amendment and Restated Credit Agreement, dated November
25, 1997, by and among Circus and Eldorado Joint
Venture, the Banks named therein and Bank of America
National Trust and Savings Association as
Administrative Agent, and the related Note, Amended and
Restated Make-Well Agreement and Amended and Restated
Deed of Trust.
10(a). Operating Agreement, dated October 7, 1997, by and
between Circus Circus Michigan, Inc. and Atwater Casino
Group, L.L.C.
27. Financial Data Schedule for the nine months ended
October 31, 1997 as required under EDGAR.
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000725549-97-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sat., Apr. 20, 7:18:33.1am ET 
