SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 11-K/A Amendment No. 1 to ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from ________ to ________ Commission file number 0-8570 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CIRCUS CIRCUS ENTERPRISES, INC. 2880 Las Vegas Boulevard South Las Vegas, Nevada 89109-1120 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN INDEX TO FINANCIAL STATEMENTS Page Report of Independent Public Accountants 3 Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 5 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 6 Notes to Financial Statements 7-13 Schedules: II. Combining Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 14-15 III. Combining Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1995 16 Schedule of Assets Held for Investment at December 31, 1995 (Form 5500 Schedule 27(a)) 17 Reportable Transactions for the Year Ended December 31, 1995 (Form 5500 Schedule 27(d)) 18 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Circus Circus Enterprises, Inc.: We have audited the accompanying statements of net assets available for benefits (including Schedule II) of Circus Circus Employees' Profit Sharing, Investment and Employee Stock Ownership Plan (the "Plan") as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits (including Schedule III) for the year ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment at December 31, 1995 and reportable transactions for the year ended December 31, 1995 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the combining statement of net assets available for benefits and the combining statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Las Vegas, Nevada June 7, 1996 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994 1995 1994 CASH $ 769,176 $ 226,315 CONTRIBUTIONS RECEIVABLE: Employee 311,319 802,570 Employer 744,392 650,777 INVESTMENTS, at contract or market value: Fixed Income Fund (cost of $12,977,614 and $12,260,865) 12,977,614 12,260,865 Circus Circus Common Stock Fund (cost of $16,292,801 and $14,672,148) 20,352,736 16,163,774 ESOP Fund (cost of $14,739,369 and $12,357,741) 15,439,238 10,967,933 General Common Stock Fund (cost of $2,357,606 and $1,941,493) 3,265,313 2,153,436 U.S. Government Securities Fund (cost of $379,221 and $329,066) 387,463 314,964 Capital Fund (cost of $1,310,035 and $587,632) 1,398,857 549,770 NET ASSETS $55,646,108 $44,090,404 The accompanying notes are an integral part of these statements. CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 CONTRIBUTIONS: Employee $ 6,471,985 Employer automatic 3,176,050 Employer matching 484,458 Total contributions 10,132,493 INVESTMENT INCOME: Interest 421,249 Cash dividends 683,543 Total net investment income 1,104,792 INVESTMENT GAINS: Realized gains, net 1,002,582 Unrealized appreciation 5,451,103 Total net investment gains 6,453,685 INCREASE BEFORE DISTRIBUTIONS 17,690,970 BENEFIT DISTRIBUTIONS (6,135,266) INCREASE IN NET ASSETS 11,555,704 NET ASSETS, beginning of year 44,090,404 NET ASSETS, end of year $55,646,108 The accompanying notes are an integral part of this statement. CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995 (1) Description of the Plan The following description of the Circus Circus Employees' Profit Sharing, Investment and Employee Stock Ownership Plan (the "Plan") provides only general information. Plan participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan was adopted as a 401(k) plan by the Board of Directors of Circus Circus Enterprises, Inc. ("CCEI") in August 1985 and has been approved by the Board of Directors of each of its wholly-owned subsidiaries which are participating employers (collectively referred to as the "Company"). Certain other amendments have been made to the Plan from time to time, including those necessary to comply with Internal Revenue Service and Department of Labor guidelines. The Plan is administered by CCEI except with respect to investments (see Note 2). Plan amendments must be approved by CCEI's Board of Directors. The Plan is a voluntary defined contribution plan covering primarily non-union employees of at least age 21 who have completed one year of service, including at least 1,000 hours of service as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended. Changes in the Plan On July 12, 1995, the Plan was amended (the Ninth Amendment, effective January 1, 1995) in order to clarify the manner of compliance with applicable laws and regulations. No substantive changes were included in this amendment. (See Note 6 regarding a subsequent Plan amendment.) Contributions Contributions to the Plan are limited under certain provisions of the Internal Revenue Code (the "Code") as follows: i. Section 401(k) of the Code establishes maximum percentages of compensation which may be contributed as elective contributions by participants of the Plan who constitute "Highly Compensated Employees" (as defined in the Code). ii. Section 401(m) of the Code establishes maximum percentages of compensation which may be contributed as matching contributions on behalf of such Highly Compensated Employees. iii. Section 402(g) of the Code establishes a specific dollar limitation on the amount of an individual participant's elective contributions to the Plan. iv. Section 415 of the Code establishes limitations on the combined amounts of annual employer and employee contributions and forfeitures which may be credited to an individual participant's account. Employee Savings Contributions The Plan provides for each participant to contribute up to 15 percent of his/her compensation unless otherwise reduced to comply with limitations as contained in the Internal Revenue Code. The participants may elect to have such contributions invested in any of five investment options (see Notes 2 and 6 "Investment Options"). Savings contributions are accepted on the condition that they fall within certain limitations contained in the Plan document. Savings contributions that do not comply with those limitations are to be returned (with the earnings, if any, on such amount) to the participant after the Plan year end. Automatic Contributions The Company contributes an amount to each eligible participant's account annually based on years of credited service (as defined). Automatic contributions, ranging from $250 for one year of service to $800 for eight or more years of service, per participant, may be funded with CCEI common stock or cash at the option of the Company (see Note 6 regarding a subsequent Plan amendment). Employer Matching Contributions The Company matches 25% of participant savings contributions up to specified maximum amounts per participant ranging from $62.50 for one year of service to $200 for eight or more years of service. The contributions may be funded in cash or CCEI common stock, at the Company's option (see Note 6 regarding a subsequent Plan amendment). Employer Discretionary Contributions The Plan also provides for discretionary contributions to be made by the Company, if approved by CCEI's Board of Directors. No employer discretionary contributions had been made through December 31, 1995. Vesting Participants eligibly employed before July 3, 1989, and who entered the Plan on or before December 31, 1992, are fully vested in all employer contributions and related earnings. For participants with initial eligible employment dates on or after July 3, 1989, and for participants with eligible employment dates prior to July 3, 1989, but who did not enter the Plan until after December 31, 1992, employer contributions and earnings thereon begin vesting in annual 25% increments after three years of service and are completely vested after six years of service, as defined in the Plan. All employee contributions and earnings thereon are 100% vested, regardless of employment date. The Plan requires a participant to reach age 65 and to complete five years of Plan participation to qualify for normal retirement. All accounts are fully vested at the time of normal retirement. In the event of death or total disability (as defined) of a participant, the participant's accounts also become fully vested. Upon termination of employment prior to normal retirement, total disability or death, the unvested portion of a participant's account will be forfeited. Such forfeitures of $239,918 occurring during the 1995 Plan year were allocated among the remaining participants as of the last day of the Plan year in proportion to the respective participant's automatic contributions for such Plan year. Benefits The benefit to which a participant is entitled is paid in a lump sum. The following benefits are payable under the provisions of the Plan: Retirement Benefit Upon the later of reaching normal retirement age (65 years of age), or accumulating five years of Plan participation, a participant is entitled to a retirement benefit in an amount equal to 100% of the participant's account balance. Death Benefit In the event of the death of a participant, his designated beneficiary shall be entitled to a death benefit in an amount equal to 100% of the participant's account balance. Disability Benefit In the event a participant becomes totally disabled (as defined), such participant will be entitled to a disability benefit in an amount equal to 100% of the participant's account balance. Severance of Employment Benefit In the event a participant's employment with the Company is terminated, such participant will be entitled to a severance of employment benefit in an amount equal to the participant's vested account balance. Benefits Payable Net assets available for benefits at December 31, 1995 and 1994 include the market values of $391,062 and $52,023, respectively, for distributions to be paid subsequent to year end. (2) Investment Options All employer contributions are directed to the ESOP fund. These contributions may be in CCEI common stock or cash which will be used to purchase CCEI stock or, to a limited extent, other investments. As of December 31, 1995 and 1994, there were 553,874 and 474,289 shares of CCEI common stock held by the ESOP, respectively. All employee contributions are invested among the following five other investment options available under the Plan, at the direction of the participant. No portion of the ESOP fund investments may be directed by participants into other funds prior to 1999. To the extent a participant does not specifically designate investment elections, undesignated amounts are invested in the fund(s) determined by the trustee until a designation can be obtained from the participant. (See Note 6) The participant-directed investment options available are as follows: Fund A - Circus Circus Common Stock Fund This Fund is invested by Bank of America, Nevada (the "Trustee"), primarily in CCEI common stock. The Trustee has discretion as to the timing and manner of purchasing shares of common stock. Cash dividends or interest, if any, are reinvested in this fund, and any stock dividends or shares issued pursuant to a stock split on the shares held by this fund will be added to this fund. The respective numbers of shares of CCEI common stock held by this fund as of the dates indicated are as follows: December 31, 1995 1994 Number of shares 730,143 698,974 Fund B - Fixed Income Fund Investments in Fund B are invested in the Merrill Lynch Retirement Preservation Trust (the "Merrill Lynch Fund"), formerly named the Merrill Lynch GIC Managed Trust, which is a collective trust fund available for investments by qualified retirement plans. The Merrill Lynch Fund's investment goals are to obtain high current income consistent with the preservation of capital and the maintenance of liquidity. The Merrill Lynch Fund is invested primarily in contracts issued by insurance companies and banks which provide for a return of principal plus interest, either periodically or at maturity. Investments may also include money market instruments. Merrill Lynch Trust Company ("Merrill Lynch") and Merrill Lynch Asset Management, Inc. (corporations entirely owned, directly or indirectly, by Merrill Lynch & Co., Inc.) are the trustee and the investment advisor, respectively, of the Merrill Lynch Fund. Fund C - General Common Stock Fund This Fund is invested by the Trustee in the S&P 500 Index Portfolio (the "Portfolio"), an investment fund constituting a part of the SEI Index Funds and managed by SEI Financial Management Corporation. The Portfolio seeks to provide investment results that correspond to the aggregate price and dividend performance of the Standard & Poor's 500 Composite Price Index. Fund D - U.S. Government Securities Fund This Fund is invested in the Federated U.S. Government Securities Fund: 2-5 years (the "U.S. Fund") formerly named Federated Intermediate Government Trust, which invests in U.S. government securities to provide current income. The U.S. Fund invests only in U.S. government securities with remaining maturities of five years or less. Fund E - Capital Fund This Fund is invested in Class A shares of the Merrill Lynch Capital Fund which consists of equity securities, corporate bonds and/or money market securities and such other investments as may be provided from time to time under an agreement of trust, a contract or an agreement entered into by the Plan Administrator or the Trustee with an investment manager. (3) Summary of Significant Accounting Policies Accrual Basis of Accounting The Plan's financial statements are prepared on an accrual basis. Plan Expenses Plan expenses, including accounting, legal, trustee and any other costs of administering the Plan, are paid by the Company or charged to the Plan at the discretion of CCEI's Board of Directors. All Plan expenses during 1995 were paid by the Company. Valuation of Investments Contributions to the guaranteed interest accounts in the Fixed Income Fund through 1990 guarantee a fixed rate of interest for a five-year period. The interest rates were determined based on the rate for guaranteed interest accounts on the dates of deposit. Contributions to the Fixed Income Fund beginning in 1991 are placed in the Merrill Lynch Retirement Preservation Trust, formerly named the Merrill Lynch GIC Managed Trust. The interest rate earned on such investments is the weighted average rate determined by the individual contracts or investments that make up the Trust. The investment in such accounts reflected in the statements of net assets available for benefits subsequent to 1990 is stated at the amount of the contributions plus the interest earned to date. The values of the General Common Stock Fund, U.S. Government Securities Fund, and Capital Fund at the financial statement date are based on the latest available closing prices of the investments included in these funds. The value of the Circus Circus Common Stock Fund and the ESOP Fund at the balance sheet date are based on the latest available quoted closing price of the Company's common stock which was $27.88 and $23.13 per share as of December 31, 1995 and 1994, respectively. Subsequent to the end of the 1995 Plan year, the market value of the Company's common stock increased from $27.88 on December 31, 1995 to $42.13 on June 7, 1996. (4) Federal Income Taxes The Company received a favorable determination letter, dated May 23, 1995, from the Internal Revenue Service with respect to the tax exempt status of the Plan (under Code Section 401(a)), and as to whether the Plan qualifies for deferred tax treatment of contributions (under Code Section 401(k)). In management's opinion, within the limits established by the Plan, a participant in the Plan is not subject to any federal income tax on the contributions of the participant or the Company, or on the dividends, interest or profits from sales of securities held by the Trustee, until such amounts are withdrawn by the participant. (See Note 6) (5) Plan Termination Although the Company expects to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan in whole or in part at any time. (6) Subsequent Amendment of Plan In November 1995, the Plan was amended (Tenth Amendment and Restatement), effective January 1, 1996, for the primary purpose of offering participants a greater diversity of investment alternatives. The following two additional investment options were added: Fund F - Small Capitalization Index Fund This Fund is invested in the Small Capitalization Stock Portfolio of the Vanguard Index Trust and is administered by Vanguard's Core Management Group. The Fund seeks to replicate the aggregate price and yield performance of the Russell 2000 Small Stock Index, a broadly diversified small-capitalization stock index consisting of approximately 2,000 common stocks. Fund G - The International Growth Fund This Fund is invested in the Scudder International Fund, one of a series of funds of Scudder International Fund, Inc. and is managed by Scudder, Stevens & Clark, Inc. It seeks long-term growth of capital by investing in a diversified portfolio of marketable stocks issued by non-U.S. companies, thus permitting participation in foreign economies having prospects for growth. The Plan amendment will require that participants make an election for the investment (among the seven investment options) of all employer contributions subsequent to 1995, which will be made in cash and no longer directed to the ESOP Fund. Additionally, no more than 25% of these contributions nor of post-1995 employee contributions may be directed to Fund A, the Circus Circus Stock Fund. Transfers of previously invested balances into Fund A will be allowed only to the extent that a participant's Fund A balance is less than 25% of his/her total balance prior to the transfer. The Plan amendment also provides that any contributions by or for a participant who failed to make investment elections will be invested in Fund B, the Fixed Income Fund, unless the Trustee designates a different default fund. The Plan amendment also modified an eligibility provision to permit qualifying employees of specific subsidiaries acquired in 1995 to enter the Plan on January 1, 1996. The amendment also changed the name of the Plan to the Circus Circus Employees Profit Sharing and Investment Plan. Other minor changes were included in the amendment for purposes of regulatory compliance, clarification and general updating. CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, SCHEDULE II INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN PAGE 1 OF 2 COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 CIRCUS CIRCUS COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL FUND INCOME FUND STOCK FUND SECURITIES FUND FUND ESOP ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E FUND CASH $ 769,176 $ 357,028 $ 160,882 $ 105,089 $ 7,789 $ 42,531 $ 95,857 CONTRIBUTIONS RECEIVABLE: Employee 311,319 184,851 57,460 33,425 5,880 29,703 - Employer 744,392 - - - - - 744,392 INVESTMENTS, at contract or market value: Circus Circus Common Stock Fund 20,352,736 20,352,736 - - - - - Fixed Income Fund 12,977,614 - 12,977,614 - - - - General Common Stock Fund 3,265,313 - - 3,265,313 - - - U.S. Government Securities Fund 387,463 - - - 387,463 - - Capital Fund 1,398,857 - - - - 1,398,857 - ESOP Fund 15,439,238 - - - - - 15,439,238 NET ASSETS $55,646,108 $20,894,615 $13,195,956 $ 3,403,827 $ 401,132 $ 1,471,091 $16,279,487 The accompanying notes are an integral part of these statements. CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, SCHEDULE II INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN PAGE 2 OF 2 COMBINING STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1994 CIRCUS CIRCUS COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT CAPITAL FUND INCOME FUND STOCK FUND SECURITIES FUND FUND ESOP ASSETS TOTAL FUND A FUND B FUND C FUND D FUND E FUND CASH $ 226,315 $ 151,253 $ 372 $ 66,200 $ 2,284 $ 15 $ 6,191 CONTRIBUTIONS RECEIVABLE: Employee 802,570 494,023 223,991 48,011 6,149 30,396 - Employer 650,777 - - - - - 650,777 INVESTMENTS, at contract or market value: Circus Circus Common Stock Fund 16,163,774 16,163,774 - - - - - Fixed Income Fund 12,260,86 - 12,260,865 - - - - General Common Stock Fund 2,153,436 - - 2,153,436 - - - U.S. Government Securities Fund 314,964 - - - 314,964 - - Capital Fund 549,770 - - - - 549,770 - ESOP Fund 10,967,933 - - - - - 10,967,933 NET ASSETS $44,090,404 $16,809,050 $12,485,228 $ 2,267,647 $ 323,397 $ 580,181 $11,624,901 The accompanying notes are an integral part of these statements. CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING SCHEDULE III INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN COMBINING STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 CIRCUS CIRCUS COMMON STOCK FIXED GENERAL COMMON U.S. GOVERNMENT FUND INCOME FUND STOCK FUND SECURITIES FUND CAPITAL ESOP TOTAL FUND A FUND B FUND C FUND D FUND FUND CONTRIBUTIONS: Employee $6,471,985 $3,637,795 $1,659,060 $ 439,139 $ 113,433 $ 622,558 $ - Employer automatic 3,176,050 - - - - - 3,176,050 Employer matching 484,458 - - - - - 484,458 Total contributions 10,132,493 3,637,795 1,659,060 439,139 113,433 622,558 3,660,508 INVESTMENT INCOME: Interest 421,249 21,602 390,524 3,296 528 1,246 4,053 Cash dividends 683,543 - 385,700 113,821 21,224 162,798 - Total net investment income 1,104,792 21,602 776,224 117,117 21,752 164,044 4,053 INVESTMENT GAINS: Realized gains, net 1,002,582 624,760 - 32,631 5,009 27,477 312,705 Unrealized appreciation 5,451,103 2,673,229 - 707,395 16,604 113,500 1,940,375 Total net investment gains 6,453,685 3,297,989 - 740,026 21,613 140,977 2,253,080 TRANSFERS - (272,510) 173,436 38,317 24,023 36,734 - BENEFIT DISTRIBUTIONS (6,135,266) (2,599,311) (1,897,992) (198,419) (103,086) (73,403) (1,263,055) INCREASE IN NET ASSETS 11,555,704 4,085,565 710,728 1,136,180 77,735 890,910 4,654,586 NET ASSETS, beginning of year 44,090,404 16,809,050 12,485,228 2,267,647 323,397 580,181 11,624,901 NET ASSETS, end of year $55,646,108 $20,894,615 $13,195,956 $ 3,403,827 $ 401,132 $1,471,091 $16,279,487 The accompanying notes are an integral part of these statements. EIN# 88-0121916 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1995 (Form 5500 Item 27(a)) At December 31, 1995 the Trustee held for the Plan the following investments: Contract/ Number of Market Shares/Units Cost Value Fixed Income Fund 12,977,614 12,977,614 12,977,614 Circus Circus Common Stock Fund* 730,143 16,292,801 20,352,736 ESOP Fund (Circus Circus Common Stock)* 553,874 14,739,369 15,439,238 SEI Financial Management Corporation General Common Stock Fund 163,921 2,357,606 3,265,313 Federated Intermediate Government Trust U.S. Government Securities Fund 36,245 379,221 387,463 Merrill Lynch Capital Fund 45,789 1,310,035 1,398,857 $48,056,646 $53,821,221 * Party in interest EIN# 88-0121916 CIRCUS CIRCUS EMPLOYEES' PROFIT SHARING, INVESTMENT AND EMPLOYEE STOCK OWNERSHIP PLAN REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (Form 5500 Item 27(d)) (In thousands, except number of transactions) PURCHASES Number of Transactions Shares Cost REPORTABLE TRANSACTIONS BY ISSUE: SEI Trust Funds Treasury 310 15,407 $15,407 Merrill Lynch Retirement Preservation Trust 49 3,695 3,695 Insured Institutional Money Market 50 2,480 2,480 Circus Circus Stock* 49 374 10,832 INDIVIDUALLY REPORTABLE TRANSACTIONS: N/A SALES Number of Original Transactions Shares Cost Proceeds Gain REPORTABLE TRANSACTIONS BY ISSUE: SEI Trust Funds Treasury 220 14,640 $14,640 $14,640 $ - Merrill Lynch Retirement Preservation Trust 27 1,806 1,806 1,806 - Insured Institutional Money Market 37 2,637 2,637 2,637 - Circus Circus Stock* 37 132 3,101 3,998 897 INDIVIDUALLY REPORTABLE TRANSACTIONS: N/A * Party in interest SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. Circus Circus Enterprises, Inc., as Plan Administrator of the Circus Circus Employees' Profit Sharing, Investment and Employee Stock Ownership Plan By GLENN SCHAEFFER Glenn Schaeffer President, Chief Financial Officer and Treasurer June 21, 1996 EXHIBIT INDEX No. Description 23 Consent of Arthur Andersen LLP EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 7, 1996 included in this Form 11-K, into Circus Circus Enterprises, Inc.'s previously filed Registration Statement File No. 33-18278 on Form S-8. ARTHUR ANDERSEN LLP Las Vegas, Nevada June 19, 1996