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MGM Resorts International – ‘SC 13E4’ on 7/2/98 re: MGM Resorts International

As of:  Thursday, 7/2/98   ·   Accession #:  944209-98-1259   ·   File #:  5-40054

Previous ‘SC 13E4’:  None   ·   Next:  ‘SC 13E4’ on 6/17/99   ·   Latest:  ‘SC 13E4/A’ on 8/6/99

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/02/98  MGM Resorts International         SC 13E4               12:323K MGM Resorts International         RR Donelley Financial/FA

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 


SC 13E4   —   Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Security and Issuer
"Item 2. Source and Amount of Funds or Other Consideration
"Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer
"Item 4. Interest in Securities of the Issuer
"Item 5. Contracts, Arrangements, Understandings or Relationships With Respect to the Issuer's Securities
"Item 6. Persons Retained, Employed or to Be Compensated
3Item 7. Financial Information
"Item 8. Additional Information
"Item 9. Material to Be Filed as Exhibits
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------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OFTHE SECURITIES EXCHANGE ACT OF 1934) ---------------- MGM GRAND, INC. (NAME OF ISSUER) MGM GRAND, INC. (NAME OF PERSON(S) 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(S) 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 JULY 2, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- [Download Table] TRANSACTION VALUATION* AMOUNT OF FILING FEE ------------------------------------------------------- $210,000,000 $42,000 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- * Calculated solely for purposes of determining the filing fee, based upon the purchase of 6,000,000 shares at the tender offer price per share of $35.00. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
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This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement") relates to the tender offer by MGM Grand, Inc., a Delaware corporation (the "Company"), to purchase up to 6,000,000 shares of common stock, par value $.01 per share (the "Shares"), at a price, net to the seller in cash, of $35.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 2, 1998 (the "Offer to Purchase") and the related Letter of Transmittal (which are herein collectively referred to as the "Offer"). Copies of such documents are filed as Exhibits (a)(1) and (a)(2), respectively, to this Statement. ITEM 1. SECURITY AND ISSUER. (a) The name of the issuer is MGM Grand, Inc., a Delaware corporation. The address of its principal executive offices is 3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109. (b) The information set forth in "Introduction," "Section 1. Number of Shares; Proration" and "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference. The Offer is being made to all holders of Shares, including officers, directors and affiliates of the Company, although the Company has been advised that none of its directors or senior executive officers nor Tracinda Corporation, its principal stockholder ("Tracinda") intends to tender any Shares pursuant to the Offer. (c) The information set forth in "Introduction" and "Section 7. Price Range of Shares; Dividends" in the Offer to Purchase is incorporated herein by reference. (d) This Statement is being filed by the issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) The information set forth in "Section 10. Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER. (a)-(j) The information set forth in "Introduction," "Section 8. Background and Purpose of the Offer; Certain Effects of the Offer," "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares," "Section 10. Source and Amount of Funds" and "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" and "Schedule I--Certain Transactions Involving Shares" in the Offer to Purchase is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in "Introduction," "Section 8. Background and Purpose of the Offer; Certain Effects of the Offer" and "Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" in the Offer to Purchase is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information set forth in "Introduction" and "Section 16. Fees and Expenses" in the Offer to Purchase is incorporated herein by reference. 2
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ITEM 7. FINANCIAL INFORMATION. (a)-(b) The information set forth in "Important" and "Section 11. Certain Information About the Company" in the Offer to Purchase is incorporated herein by reference. The information set forth (i) in Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed as Exhibit (g)(1) hereto; and (ii) on pages 1 through 9 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998, filed as Exhibit (g)(2) hereto, in each case, is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information set forth in "Section 13. Certain Legal Matters" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "Section 12. Effects of the Offer on the Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase is incorporated herein by reference. (d) Not applicable. (e) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. [Download Table] (a)(1) Form of Offer to Purchase dated July 2, 1998. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Press Release issued by the Company dated June 23, 1998. (a)(7) Form of Summary Advertisement dated July 2, 1998. (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (g)(2) Pages 1 through 9 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998. (g)(3) Consent of Independent Public Accountants. 3
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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/ Scott Langsner ----------------------------------- SCOTT LANGSNER SECRETARY/TREASURER Dated: July 2, 1998 4
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INDEX TO EXHIBITS [Download Table] ITEM DESCRIPTION PAGE ------ ----------- ---- (a)(1) Form of Offer to Purchase dated July 2, 1998. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(6) Press Release issued by the Company dated June 23, 1998. (a)(7) Form of Summary Advertisement dated July 2, 1998. (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g)(1) Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (g)(2) Pages 1 through 9 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998. (g)(3) Consent of Independent Public Accountants. 5

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13E4’ Filing    Date First  Last      Other Filings
7/10/98
Filed on:7/2/9815
6/23/9835
3/31/983510-Q
12/31/973510-K405
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Filing Submission 0000944209-98-001259   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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