Amendment to Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4/A Amendment No. 1 to Schedule 13E-4/A 4 16K
2: EX-99.(A)(10) Press Release Dated July 26, 1999 2 9K
3: EX-99.(A)(11) Press Release Dated July 30, 1999 2 8K
4: EX-99.(A)(12) Press Release Dated August 5, 1999 1 7K
5: EX-99.(G)(4) Selected Text of Mgm Grand's 10-Q for 6/30/1999 16 87K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No.1)
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MGM GRAND, INC.
(Name of issuer and person filing statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
552953101
(Cusip number of class of securities)
SCOTT LANGSNER
SECRETARY/TREASURER
MGM GRAND, INC.
3799 LAS VEGAS BLVD. SOUTH
LAS VEGAS, NEVADA 89109
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
COPY TO:
JANET S. MCCLOUD, ESQ.
CHRISTENSEN, MILLER, FINK, JACOBS, GLASER, WEIL & SHAPIRO, LLP
2121 AVENUE OF THE STARS, 18TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(310) 553-3000
June 17, 1999
(Date tender offer first published, sent or given to security holders)
This Amendment No. 1 modifies and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated June 17, 1999, filed by MGM
Grand, Inc., a Delaware corporation (the "Issuer"). Capitalized terms not
defined herein shall have the meanings given to them in the Statement.
ITEM 1. Security And Issuer
Item 1, paragraph (b) is amended by adding the following:
(b) On July 26, 1999, the Issuer issued a press release announcing the
preliminary results of its issuer tender offer. A copy of this press release is
filed as Exhibit (a)(10) hereto, and is incorporated herein by reference. On
July 30, 1999, the Issuer issued a press release announcing the final results of
its issuer tender offer. A copy of this press release is filed as Exhibit
(a)(11) hereto, and is incorporated herein by reference.
The following executive officers of the Issuer participated in the
tender offer:
Name Title Number of Shares Sold
---- ----- ---------------------
J. Terrence Lanni Chairman of the Board and 409,804
Chief Executive Officer
Alex Yemenidjian President and Director 233,608
Scott Langsner Secretary/Treasurer 5,625
-------
Total Shares Sold by Executive Officers: 649,037
Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or
Affiliate
(a) On August 5, 1999, the Issuer announced a 12-month stock repurchase
program. The press release making such announcement is attached hereto as
Exhibit (a)(12) and is incorporated herein by reference.
ITEM 4. Interest in Securities of the Issuer
Item 4 is amended by adding the following:
On July 26, 1999, MGM Grand's Registration Statement on Form S-3 (File No.
333-81285) was declared effective by the Securities and Exchange Commission. The
Registration Statement registers for resale up to 3,894,406 shares of Common
Stock held by Kirk Kerkorian, a Director and the principal stockholder of the
Issuer. On July 30, 1999, J. Terrence Lanni, Chairman of the Board and Chief
Executive Officer sold 85,000 shares of Common Stock acquired upon exercise of
stock options. These shares were sold in open market transactions at per share
prices of $46.2166 for 75,000 shares and $46.6906 for 10,000 shares.
ITEM 7. Financial Information
Item 7 is amended by adding the following:
On August 3, 1999, MGM Grand filed its Quarterly Report on Form 10-Q for
the period ended June 30, 1999. The information set forth on pages 1 to 16 of
MGM Grand's Quarterly Report on Form 10-Q for the period ended June 30, 1999,
filed as Exhibit (g) (4) hereto, is incorporated herein by reference.
ITEM 9. Material to Be Filed as Exhibits.
(a)(10) Press Release dated July 26, 1999.
(a)(11) Press Release dated July 30, 1999.
(a)(12) Press Release dated Agust 6, 1999.
(g)(4) Pages 1 through 16 of MGM Grand's Quarterly Report on Form 10-Q
for the period ended June 30, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MGM GRAND, INC.
By: /s/ James Murren
-------------------------------
James Murren
Chief Financial Officer
Dated: August 6, 1999
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INDEX TO EXHIBITS
ITEM DESCRIPTION PAGE
----- ----------- ------
(a)(10) Press Release dated July 26, 1999.
(a)(11) Press Release dated July 30, 1999.
(a)(12) Press Release dated August 5, 1999.
(g)(4) Pages 1 through 16 of MGM Grand's Quarterly Report on
Form 10-Q for the period ended June 30, 1999.
Dates Referenced Herein and Documents Incorporated by Reference
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