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
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OFTHE SECURITIES EXCHANGE ACT OF 1934)
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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
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[Download Table]
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$210,000,000 $42,000
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* 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.
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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.
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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
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SCOTT LANGSNER
SECRETARY/TREASURER
Dated: July 2, 1998
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INDEX TO EXHIBITS
[Download Table]
ITEM DESCRIPTION PAGE
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(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.
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Dates Referenced Herein and Documents Incorporated by Reference
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