SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 22, 2000
MGM GRAND, INC.
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(Exact Name of Registrant as specified in Charter)
Delaware 0-16760 88-0215232
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
(702) 693-7111
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(Registrant's telephone number, including area code)
3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Former name or former address, if changed since last report)
Item 5. Other Events
On May 22, 2000, MGM Grand, Inc., a Delaware corporation (the
"Company"), entered into a Purchase Agreement (the "Purchase Agreement")
between the Company and certain of its wholly owned subsidiaries (the
"Subsidiary Guarantors"), on the one hand, and Banc of America Securities LLC
and Deutsche Bank Securities Inc., as representatives of each of the
Underwriters named in the Purchase Agreement, on the other hand, regarding the
sale by the Company and the purchase by such Underwriters of $710,000,000
aggregate principal amount of the Company's 9 3/4% Senior Subordinated Notes
Due 2007 (the "Notes"). The Purchase Agreement is filed as Exhibit 1 to this
Current Report and is incorporated herein by this reference.
On May 31, 2000, the Company entered into an Indenture (the "Indenture")
among the Company, as issuer of the Notes, the Subsidiary Guarantors, as
guarantors of the Notes, and The Bank of New York, as Trustee, in connection
with the issuance of the Notes. The Indenture is filed as Exhibit 4 to this
Current Report and is incorporated herein by this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Subsidiary Guaranty (the "Second Amended and Restated Loan Agreement
Guaranty") in connection with the Second Amended and Restated Loan Agreement,
dated as of April 10, 2000 and filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on April 17, 2000 (the "April 17 Form 8-K"). The Second Amended
and Restated Loan Agreement Guaranty is filed as Exhibit 10.1 to this Current
Report and is incorporated herein by this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Subsidiary Guaranty (the "364-Day Loan Agreement Guaranty") in
connection with the 364-Day Loan Agreement, dated as of April 10, 2000 and filed
as Exhibit 10.2 to the April 17 Form 8-K. A schedule setting forth the material
details in which the 364-Day Loan Agreement Guaranty differs from the Second
Amended and Restated Loan Agreement Guaranty is filed as Exhibit 10.2 to this
Current Report and is incorporated herein by this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Subsidiary Guaranty (the "Term Loan Agreement Guaranty") in
connection with the Term Loan Agreement, dated as of April 7, 2000 and filed as
Exhibit 10.3 to the April 17 Form 8-K. A schedule setting forth the material
details in which the Term Loan Agreement Guaranty differs from the Second
Amended and Restated Loan Agreement Guaranty is filed as Exhibit 10.3 to this
Current Report and is incorporated herein by this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Guarantee (the "Chase Manhattan Bank Guarantee I") in connection with
the Indenture, dated as of February 2, 1998 and filed as Exhibit 4(1) to the
Company's Current Report on Form 8-K filed with the Commission on February 24,
1998 (the "February 24 Form 8-K"). The Chase
Manhattan Bank Guarantee I is filed as Exhibit 10.4 to this Current Report and
is incorporated herein by this reference.
On May 31, 2000, certain of the Company's wholly owned subsidiaries
executed a Guarantee (the "U.S. Trust Company Guarantee") in connection with the
Indenture, dated as of February 6, 1998 and filed as Exhibit 4(2) to the
February 24 Form 8-K. A schedule setting forth the material details in which
the U.S. Trust Company Guarantee differs from the Chase Manhattan Bank Guarantee
I is filed as Exhibit 10.5 to this Current Report and is incorporated herein by
this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Guarantee (the "Firstar Bank of Minnesota Guarantee") in connection
with the Indenture, dated as of October 15, 2000 and filed as Exhibit 4.1 to the
Quarterly Report on Form 10-Q for the period ended September 30, 1996 of Mirage
Resorts, Incorporated ("Mirage"). The Firstar Bank of Minnesota Guarantee is
filed as Exhibit 10.6 to this Current Report and is incorporated herein by this
reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Guarantee (the "First Security Bank Guarantee") in connection with
the Indenture, dated as of August 1, 1997 and filed as Exhibit 4.1 to Mirage's
Form 10-Q for the period ended June 30, 1997. A schedule setting forth the
material details in which the First Security Bank Guarantee differs from the
Firstar Bank of Minnesota Guarantee is filed as Exhibit 10.7 to this Current
Report and is incorporated herein by this reference.
On May 31, 2000, the Company and certain of its wholly owned subsidiaries
executed a Guarantee (the "Chase Manhattan Bank Guarantee II") in connection
with the Indenture, dated as of February 4, 1998 and filed as Exhibit 4(e) to
Mirage's Form 10-K for the fiscal year ended December 31, 1997. A schedule
setting forth the material details in which the Chase Manhattan Bank Guarantee
II differs from the Firstar Bank of Minnesota Guarantee is filed as Exhibit 10.8
to this Current Report and is incorporated herein by this reference.
On May 31, 2000, Mirage and its wholly owned subsidiaries executed an
Instrument of Joinder whereby each signatory confirmed its assumption of the
terms, conditions and duties applicable to a Guarantor under the: Second
Amended and Restated Loan Agreement Guaranty, Exhibit 10.1 to this Current
Report; 364-Day Loan Agreement Guaranty, Exhibit 10.2 to this Current Report;
Term Loan Agreement Guaranty, Exhibit 10.3 to this Current Report; Chase
Manhattan Bank Guarantee I, Exhibit 10.4 to this Current Report; and U.S. Trust
Company Guarantee, Exhibit 10.5 to this Current Report. The Instrument of
Joinder is filed as Exhibit 10.9 to this Current Report and is incorporated
herein by this reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
1 Purchase Agreement, dated May 22, 2000, between MGM Grand,
Inc. and certain of its wholly owned subsidiaries (the
"Subsidiary Guarantors"), on the one hand, and Banc of
America Securities LLC and Deutsche Bank Securities Inc., as
representatives of each of the Underwriters named in the
Purchase Agreement, on the other hand.
4 Indenture, dated as of May 31, 2000, among MGM Grand, Inc.,
as issuer of the Notes, the Subsidiary Guarantors, as
guarantors of the Notes, and The Bank of New York, as
trustee.
10.1 Subsidiary Guaranty (Second Amended and Restated Loan
Agreement), dated as of May 31, 2000, by MGM Grand, Inc. and
certain of its subsidiaries, in favor of Bank of America,
N.A., as Administrative Agent for the benefit of the Banks
that are party to the Loan Agreement referred to therein.
10.2 Schedule setting forth material details of the Subsidiary
Guaranty (364-Day Loan Agreement), by MGM Grand, Inc., and
certain of its subsidiaries, in favor of Bank of America,
N.A., as Administrative Agent for the benefit of the Banks
that are party to the Loan Agreement referred to therein.
10.3 Schedule setting forth material details of the Subsidiary
Guaranty (Term Loan Agreement), by MGM Grand, Inc., and
certain of its subsidiaries, in favor of Bank of America,
N.A., as Administrative Agent for the benefit of the Banks
that are party to the Loan Agreement referred to therein.
10.4 Guarantee, dated as of May 31, 2000, by certain subsidiaries
of MGM Grand, Inc., in favor of The Chase Manhattan Bank, as
successor in interest to PNC Bank, National Association, as
trustee for the benefit of the holders of Notes
authenticated and delivered by the trustee and to the
trustee pursuant to the Indenture referred to therein.
10.5 Schedule setting forth material details of the Guarantee,
dated as of May 31, 2000, by certain subsidiaries of MGM
Grand, Inc., in favor of U.S. Trust Company, National
Association (formerly known as U.S. Trust
Company of California, N.A.), as trustee for the benefit of
the holders of Notes authenticated and delivered by the
trustee and to the trustee pursuant to the Indenture
referred to therein.
10.6 Guarantee (Mirage Resorts Incorporated 7.25% Senior Notes
Due October 15, 2006), dated as of May 31, 2000, by MGM
Grand, Inc. and certain of its subsidiaries, in favor of
Firstar Bank of Minnesota, N.A., as trustee for the benefit
of the holders of Notes authenticated and delivered by the
trustee and to the trustee pursuant to the Indenture
referred to therein.
10.7 Schedule setting forth material details of the Guarantee
(Mirage Resorts Incorporated 6.625% Notes Due February, 1,
2005 and 6.75% Notes Due February 1, 2008), dated as of May
31, 2000, by MGM Grand, Inc. and certain of its
subsidiaries, in favor of The Chase Manhattan Bank, as
trustee for the benefit of the holders of the Notes
authenticated and delivered by the trustee and to the
trustee pursuant to the Indenture referred to therein.
10.8 Schedule setting forth material details of the Guarantee
(Mirage Resorts Incorporated 6.75% Senior Notes Due August,
1, 2007 and 7.25% Debentures Due August 1, 2017), dated as
of May 31, 2000, by MGM Grand, Inc. and certain of its
subsidiaries, in favor of First Security Bank, National
Association, as trustee for the benefit of the holders of
the Notes authenticated and delivered by the trustee and to
the trustee pursuant to the Indenture referred to therein.
10.9 Instrument of Joinder, dated as of May 31, 2000, by Mirage
Resorts, Incorporated and certain of its wholly owned
subsidiaries, in favor of the beneficiaries of the
Guarantees referred to therein.
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 hereunto duly authorized.
MGM GRAND, INC.
July 3, 2000 By: /s/ Scott Langsner
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(Date) Scott Langsner
Senior Vice President & Secretary/Treasurer