Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 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 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to _____________________
COMMISSION FILE NUMBER 0-16760
MGM GRAND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 88-0215232
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3799 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(702) 891-3333
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
- ------------------- ---------------------
Common Stock, $.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [_]
The aggregate market value of Registrant's Common Stock held by non-
affiliates (based on the closing price on the New York Stock Exchange--
Composite Transactions on March 14, 1996) was approximately $509 million. As
of March 14, 1996, 49,085,075 shares of Registrant's Common Stock, $.01 par
value, were outstanding.
Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1995 are incorporated by reference into Part II of this Form 10-
K. Portions of the Registrant's Proxy Statement dated March 29, 1996 are
incorporated by reference into Part III of this Form 10-K.
PART 1
ITEM 1. BUSINESS
GENERAL
MGM Grand, Inc. (the "Company") was organized as a Delaware corporation on
January 29, 1986.
Through its wholly-owned subsidiary, MGM Grand Hotel, Inc., the Company owns
and operates the MGM Grand Hotel and Casino ("MGM Grand Las Vegas"), a
hotel/casino entertainment complex offering a full range of destination resort
amenities. The resort is located on approximately 112 acres on Las Vegas
Boulevard South (the "Strip") in Las Vegas, Nevada, across the street from
Excalibur, Tropicana and New York-New York Hotel and Casino, which is
currently under construction. MGM Grand Hotel Finance Corp. ("MGM Finance"), a
wholly-owned subsidiary of the Company, was formed to issue First Mortgage
Notes to the public, to incur bank debt (the "Bank Loan"), and to lend the
aggregate proceeds thereof to MGM Grand Hotel to finance the construction and
opening of MGM Grand Las Vegas.
Through its wholly-owned subsidiary, MGM Grand Australia Pty Ltd., the
Company owns and operates the MGM Grand Diamond Beach Hotel and Casino ("MGM
Grand Australia"), a hotel/casino resort in Darwin, Australia. On September 7,
1995, the Company completed the acquisition of the Diamond Beach Hotel and
Casino. MGM Grand Australia is located on 18 acres of beachfront property on
the north central coast of Australia. The resort includes a public and private
casino, 97 rooms and suites, restaurants, and other facilities.
On December 28, 1994, the Company and Primadonna Resorts, Inc.
("Primadonna") executed the definitive agreement for their joint development
of a $460 million themed hotel/casino called New York-New York. The project is
owned equally by the Company and Primadonna and is located on the northwest
corner of Tropicana Avenue and Las Vegas Boulevard, across from MGM Grand Las
Vegas. The plans for New York-New York call for the destination resort to
include a 2,035 room hotel and casino, themed entertainment attractions and
restaurant/retail outlets. The Company and Primadonna will jointly own,
develop and operate New York-New York. Groundbreaking occurred on March 30,
1995. The 18-acre site, located on one of the busiest intersections in Nevada,
was contributed to the venture by the Company during January 1995, and in
February 1995, the venture acquired an adjacent two acre parcel.
The Company and Bally's have developed an elevated monorail linking MGM
Grand Las Vegas with the corner of Flamingo Road and the Las Vegas Strip. The
project, which began operations in June 1995, is a one-mile, high-capacity,
transit-grade system, which cost approximately $25 million. The project costs
were shared equally with Bally's.
On February 1, 1996, the Company filed an application for a license with the
Casino Control Commission in the State of New Jersey, consistent with its
strategy to pursue growth opportunities. No specific project has been
selected.
The Company operated MGM Grand Air, a scheduled and charter airline service,
through its wholly-owned subsidiary, MGM Grand Air, Inc., from September 1987
until December 31, 1994, when MGM Grand Air was sold.
For certain information about the Company's industry segments, see Note 18
to the Company's Consolidated Financial Statements.
The Company's principal executive offices are located at 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109. The Company's telephone number is
(702) 891-3333.
1
HOTELS AND GAMING
MGM GRAND LAS VEGAS
MGM Grand Las Vegas is a multi-themed destination resort, located on
approximately 112 acres, which management believes is a "must see" attraction
for visitors to Las Vegas. The resort opened on December 18, 1993, and has
over 350 feet of frontage on the Strip and 1,450 feet on Tropicana Avenue. The
complex is easily accessible from McCarran International Airport and from
Interstate 15 via Tropicana Avenue.
MGM Grand Las Vegas creates an exciting and unique gaming and entertainment
experience which is intended to appeal to all segments of the Las Vegas
market.
The casino is approximately 171,500 square feet in size, and is one of the
largest casinos in the world. The casino has 3,516 slot machines and 161 table
games, a state of the art baccarat room, including private premium play
facilities, a poker room, a race and sports book, and a keno lounge. The
casino features four separate themed areas: Emerald City, Hollywood, Monte
Carlo, and Sports which enhance the entertainment experience of the casino
patron.
The hotel, which management believes is the largest in the world, has 5,005
rooms, including approximately 4,254 typical guest rooms decorated in five
different themes: Deep South, Hollywood, Monte Carlo, Emerald, and Casablanca.
The hotel also has 751 luxury suites, more than any other Las Vegas hotel.
These suites range in size from 650 to 6,000 square feet. The hotel provides
guests with a state of the art health spa, a swimming pool, and four lighted
tennis courts.
Other entertainment facilities include: a 33 acre theme park, a 30,000
square foot midway containing 33 carnival games of skill; an extensive video
arcade including virtual reality simulators; a 660 seat showroom providing
celebrity entertainment; a 1,774 seat showroom specifically designed for the
EFX! production show, the Company's original grand spectacle special effects
stage production; nine restaurants and a food court; and a special events
center, which seats a maximum of 16,766 patrons, providing mega entertainment
such as Barbra Streisand, the Rolling Stones, Phil Collins, and Luther
Vandross, as well as Mike Tyson boxing and various other sporting events.
MGM Grand Las Vegas uses the unique characteristics of the property to
target the following segments of the Las Vegas market: (i) free and
independent travelers; (ii) tour and travel; (iii) special events/conventions;
(iv) high end gaming; and (v) local.
Las Vegas Market
MGM Grand Las Vegas operates in the Las Vegas market and is located on the
Strip. Las Vegas is the largest city in Nevada, with a metropolitan area
population in excess of 1,000,000, and is one of the largest resort
destinations in the world.
Gaming has continued to be a strong and growing business in Las Vegas. Las
Vegas Strip gaming revenues have increased at a compound annual growth rate of
9.5% from $1.4 billion in 1985 to $3.6 billion in 1995.
The hotel industry in Las Vegas is highly competitive. Currently, several
new resorts are under construction. The Company's New York-New York project,
Monte Carlo, Bellagio and others are in various stages of construction. While
all of the large themed resorts pose direct competition with MGM Grand Las
Vegas, the Las Vegas Convention and Visitors Authority ("LVCVA") statistics
show that tourism growth is increasing at a rate which appears to be
sufficient to absorb the increased room capacity, as visitor volume for 1995
increased 2.8% over 1994. Total visitors for 1995 exceeded 29 million.
2
MGM Grand Las Vegas competes with gaming and resort facilities in Las Vegas
as well as gaming and resort facilities elsewhere in the world. To some
extent, state lotteries and state-authorized card rooms, such as those
operating in California compete with the casino/hotel.
Gambling, with various limitations and conditions, is currently legal in
numerous locations throughout the United States. The proliferation of such
gaming facilities on riverboats and elsewhere is increasing. Also, as a result
of certain legislative and court decisions, casino-type operations are being
established at various Native American reservations throughout the country.
The development of full service casinos in California would likely have a
negative effect on MGM Grand Las Vegas operations in Nevada. Furthermore,
recent news reports indicate that slot machines may be operating illegally in
various jurisdictions in California. See "Competition."
Insurance
MGM Grand Las Vegas carries insurance of the type customary in the hotel and
casino industry and in amounts deemed adequate by management to protect the
properties. The policies provide business and commercial coverages, including
workers' compensation, third party liability, property damage, boiler and
machinery and business interruption.
Nevada Government Regulation
The ownership and operation of casino gaming facilities in Clark County,
Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated thereunder (collectively, the "Nevada Act"); and (ii) various
local regulations. The Company's gaming operations are subject to the
licensing and regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada Board"), and
the Clark County Liquor and Gaming Licensing Board (the "CCLGLB"). The Nevada
Commission, the Nevada Board, and the CCLGLB are collectively referred to as
the "Nevada Gaming Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the prevention of
cheating and fraudulent practices; and (v) providing a source of state and
local revenues through taxation and licensing fees. Any change in such laws,
regulations and procedures could have an adverse effect on the Company's
gaming operations.
MGM Grand Las Vegas operates a casino and is required to be licensed by the
Nevada Gaming Authorities. The gaming license requires the periodic payment of
fees and taxes and is not transferable. MGM Grand Las Vegas is also licensed
as a manufacturer and distributor of gaming devices. The Company is required
to be registered by the Nevada Commission as a publicly traded corporation
("Registered Corporation") and as such, it is required periodically to submit
detailed financial and operating reports to the Nevada Commission and furnish
any other information that the Nevada Commission may require. No person may
become a stockholder of, or receive any percentage of profits from, MGM Grand
Las Vegas without first obtaining licenses and approvals from the Nevada
Gaming Authorities. The Company and MGM Grand Las Vegas have obtained from the
Nevada Gaming Authorities the various registrations, approvals, permits and
licenses required in order to engage in gaming activities in Nevada.
3
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or MGM
Grand Las Vegas to determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee. Officers, directors and
certain key employees of MGM Grand Las Vegas must file applications with the
Nevada Gaming Authorities and may be required to be licensed or found suitable
by the Nevada Gaming Authorities. Officers, directors and key employees of the
Company who are actively and directly involved in the gaming activities of MGM
Grand Las Vegas may be required to be licensed or found suitable by the Nevada
Gaming Authorities. The Nevada Gaming Authorities may deny an application for
licensing for any cause they deem reasonable. A finding of suitability is
comparable to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant for
licensing or a finding of suitability or the gaming licensee by whom the
applicant is employed or for whom the applicant serves must pay all the costs
of the investigation. Changes in licensed positions must be reported to the
Nevada Gaming Authorities, and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or MGM Grand Las Vegas, such company or
companies would have to sever all relationships with such person. In addition,
the Nevada Commission may require the Company or MGM Grand Las Vegas to
terminate the employment of any person who refuses to file appropriate
applications. Determinations of suitability or of questions pertaining to
licensing are not subject to judicial review in Nevada.
The Company and MGM Grand Las Vegas are required to submit detailed
financial and operating reports to the Nevada Commission. Substantially all
material loans, leases, sales of securities and similar financing transactions
by MGM Grand Las Vegas must be reported to or approved by the Nevada
Commission.
If it were determined that the Nevada Act was violated by MGM Grand Las
Vegas, the gaming licenses it holds could be limited, conditioned, suspended
or revoked, subject to compliance with certain statutory and regulatory
procedures. In addition, MGM Grand Las Vegas, the Company and the persons
involved could be subject to substantial fines for each separate violation of
the Nevada Act at the discretion of the Nevada Commission. Further, a
supervisor could be appointed by the Nevada Commission to operate the
Company's gaming property and, under certain circumstances, earnings generated
during the supervisor's appointment (except for the reasonable rental value of
the gaming property) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming license or the appointment of a
supervisor could (and revocation of any gaming license would) materially
adversely affect the Company's gaming operations.
Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be
investigated, and have their suitability as a beneficial holder of the
Company's voting securities determined if the Nevada Commission has reason to
believe that such ownership would otherwise be inconsistent with the declared
policies of the State of Nevada. The applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in conducting any such
investigation.
The Nevada Act requires any person who acquires more than 5% of the
Company's voting securities to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10% of
the Company's voting securities apply to the Nevada Commission for a finding
of suitability within thirty days after the Chairman of the Nevada Board mails
the written notice requiring such filing. Under certain circumstances, an
"institutional investor" as defined in the Nevada Act, which acquires more
than 10% but not more than 15% of the Company's voting securities, may
4
apply to the Nevada Commission for a Waiver of such finding of suitability if
such institutional investor holds the voting securities for investment
purposes only. An institutional investor shall not be deemed to hold voting
securities for investment purposes unless the voting securities were acquired
and are held in the ordinary course of business as an institutional investor
and not for the purpose of causing, directly or indirectly, the election of a
majority of the members of the board of directors of the Company, any change
in the Company's corporate charter, bylaws, management, policies or operations
of the Company or any of its gaming affiliates, or any other action which the
Nevada Commission finds to be inconsistent with holding the Company's voting
securities for investment purposes only. Activities that are not deemed to be
inconsistent with holding voting securities for investment purposes only
include: (i) voting on all matters voted on by stockholders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in
its management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent.
If the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and
who holds, directly or indirectly, any beneficial ownership of the common
stock of a Registered Corporation beyond such period of time as may be
prescribed by the Nevada Commission may be guilty of a criminal offense. The
Company is subject to disciplinary action if, after it receives notice that a
person is unsuitable to be a stockholder or to have any other relationship
with the Company or MGM Grand Las Vegas, the Company or MGM Grand Las Vegas
(i) pays that person any dividend or interest upon voting securities of the
Company, (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person, (iii) pays
remuneration in any form to that person for services rendered or otherwise, or
(iv) fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities for cash at fair market value. Additionally,
the CCLGLB has taken the position that it has the authority to approve all
persons owning or controlling the stock of any corporation controlling a
gaming license.
The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Corporation to file applications, be investigated and
be found suitable to own the debt security of a Registered Corporation. If the
Nevada Commission determines that a person is unsuitable to own such security,
then pursuant to the Nevada Act, the Registered Corporation can be sanctioned,
including through the loss of its approvals, if without the prior approval of
the Nevada Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any voting right by
such unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation, or similar transaction.
The Company is required to maintain a current stock ledger in Nevada that
may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder
may be required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that such securities are subject to the Nevada Act.
However, to date, the Nevada Commission has not imposed such a requirement on
the Company.
5
The Company may not make a public offering of any securities without the
prior approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. Such approval, if given, does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada Board as to
the accuracy or adequacy of the prospectus or the investment merits of the
securities. Any representation to the contrary is unlawful.
On July 27, 1995, the Nevada Commission granted the Company prior approval
to make public offerings for a period of one year, subject to certain
conditions (the "Shelf Approval"). However, the Shelf Approval may be
rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Chairman of the Nevada Board. The Shelf
Approval does not constitute a finding, recommendation or approval by the
Nevada Commission or the Nevada Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities offered. Any
representation to the contrary is unlawful.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he or she obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and the Nevada Commission
concerning a variety of stringent standards prior to assuming control of such
Registered Corporation. The Nevada Commission may also require controlling
stockholders, officers, directors and other persons having a material
relationship or involvement with the entity proposing to acquire control, to
be investigated and licensed as part of the approval process of the
transaction.
The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and(iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated.
The Nevada Act also requires prior approval of a plan of recapitalization
proposed by the Company's board of directors in response to a tender offer
made directly to the Registered Corporation's stockholders for the purposes of
acquiring control of the Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to Clark
County, Nevada. Depending upon the particular fee or tax involved, these fees
and taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of tables games operated. A
casino entertainment tax is also paid by MGM Grand Las Vegas where certain
entertainment is provided in a cabaret, nightclub, cocktail lounge or casino
showroom in connection with the serving or selling of food, refreshments, or
merchandise. Nevada licensees that hold a license as a manufacturer or a
distributor, such as MGM Grand Las Vegas, also pay certain fees and taxes to
the State of Nevada.
Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"licensees"), and who proposes to become
6
involved in a gaming venture outside of Nevada, is required to deposit with
the Nevada Board, and thereafter maintain, a revolving fund in the amount of
$10,000 to pay the expenses of investigation of the Nevada Board of their
participation in such foreign gaming. The revolving fund is subject to
increase or decrease at the discretion of the Nevada Commission. Thereafter,
Licensees are also required to comply with certain reporting requirements
imposed by the Nevada Act. Licensees are also subject to disciplinary action
by the Nevada Commission if they knowingly violate any laws of the foreign
jurisdiction pertaining to foreign gaming operation, fail to conduct the
foreign gaming operation in accordance with the standards of honesty and
integrity required of Nevada gaming operations, engaged in activities that are
harmful to the State of Nevada or its ability to collect gaming taxes and
fees, or employ a person in the foreign operation who has been denied a
license or a finding of suitability in Nevada on the ground of personal
unsuitability.
The sale of alcoholic beverages by MGM Grand Las Vegas is subject to
licensing, control and regulation by the applicable local authorities. All
licenses are revocable and are not transferable. The agencies involved have
full power to limit, condition, suspend or revoke any such license, and any
such disciplinary action could (and revocation would) have a material adverse
effect upon the operations of MGM Grand Las Vegas.
Pursuant to a 1985 agreement between the State of Nevada and the United
States Department of the Treasury (the "Treasury"), the Nevada Commission and
the Nevada Board have authority, under regulation 6A of the Nevada Act, to
enforce their own cash transaction reporting laws applicable to casinos which
substantially parallel the federal Bank Secrecy Act. Under the Money
Laundering Suppression Act of 1994, which was passed by Congress, the
Secretary of the Treasury retained the ability to permit states, including
Nevada, to continue to enforce their own cash transaction reporting laws
applicable to casinos. The Nevada Act requires gaming licensees to file
reports related to cash purchases of chips, cash wagers, cash deposits or cash
payment of gaming debts, if any such transactions aggregate more than $10,000
in a 24-hour period. Casinos are required to monitor receipts and
disbursements of currency in excess of $10,000 and report them to the Nevada
Commission and the Nevada Board, who in turn report them to the Treasury.
Although it is not possible to quantify the full impact of these requirements
on the Company's business, the changes are believed to have had some adverse
effect on results of operations since inception.
On November 28, 1994, the Treasury enacted amendments (effective December 1,
1994) to the federal regulations under the Bank Secrecy Act. The amendments
require casinos subject to the Bank Secrecy Act to implement written programs
no later than June 1, 1995 to assure and monitor compliance with the Bank
Secrecy Act. Such programs must include "know your customer" and suspicious
transacting reporting components. Although Nevada casinos are exempt from
Title 31, it is anticipated that the Treasury will request the Nevada
Commission to enact amendments to the Nevada Act that will parallel in many
respects the amendments to the Bank Secrecy Act. Any amendment to the Nevada
Act cannot be predicted, but there is a possibility the Company will, in the
future, be required to implement programs of this type.
Regulation and Taxes
As stated above, the Company is subject to extensive regulation by the
Nevada gaming authorities. The Company will also be subject to regulation,
which may or may not be similar to that in Nevada, by the appropriate
authorities in any other jurisdiction where the Company may conduct gaming
activities in the future. Changes in applicable laws or regulations could have
an adverse effect on the Company.
The gaming industry represents a significant source of tax revenues to the
State of Nevada and Clark County. From time to time, federal and state
legislators and officials have proposed changes in tax law, or in the
administration of such law, affecting the gaming industry. Recent proposals
have included a federal gaming tax and increases in state or local gaming
taxes. They have also included
7
limitations on the federal income tax deductibility of the cost of furnishing
complimentary promotional items to customers, as well as various measures
which would require withholding on amounts won by customers or on negotiated
discounts provided to customers on amounts owed to gaming companies. It is not
possible to determine with certainty the likelihood of possible changes in tax
law or in the administration of such law. Such changes, if adopted, could have
a material adverse effect on the Company's financial results.
Competition
The hotel industry is highly competitive. Hotels located on or near the
strip ("Strip Hotels") compete primarily with other Strip Hotels and with a
few major hotels in downtown Las Vegas. Strip Hotels offering similar prices
compete with each other primarily on the basis of quality of rooms,
restaurants and facilities, entertainment offered, complimentary goods and
services given, credit limits and quality of personal attention offered to
guests and casino customers. The Company's hotel/casino operations also
compete with a large number of hotels and motels, and gaming facilities not
related to hotels or motels, located in and near Las Vegas. Some of the
Company's competitors may have greater resources.
According to the LVCVA, as of December 31, 1995, there were approximately
90,000 hotel and motel rooms in the Las Vegas area. In addition, the LVCVA
reports proposals to construct approximately 12,000 more hotel and motel
rooms, including three themed hotel/casino properties currently under
construction on the Strip between Tropicana and Flamingo Avenues, one of which
is the Company's New York-New York project. The Company cannot make any
prediction as to how many additional rooms will be constructed in Las Vegas.
The Company's future operating results could be adversely affected by excess
Las Vegas rooms and gaming capacity.
In addition to competing with hotel/casino facilities elsewhere in Nevada
(i.e., the Reno/Lake Tahoe areas and the Laughlin area) and in Atlantic City,
the Company competes with hotel/casino facilities elsewhere in the world and
with state lotteries. Certain states are currently considering legalizing
casino gaming in specific geographic areas, and several other states have
recently legalized casino gaming, including Colorado, Illinois, Iowa, Indiana,
Louisiana, Mississippi, Missouri and South Dakota. Legalized casino gaming in
other states could adversely affect the Company's activities in Las Vegas,
particularly if such legalization were to occur in areas close to Nevada, such
as California. Additionally, certain gaming operations are conducted or have
been proposed on federal Indian reservations, including those located in the
primary market to be served by MGM Grand Las Vegas. In addition, with respect
to group bookings, the Company's hotel/casino facilities in Las Vegas also
compete with hotels and resorts, which do not include casinos, throughout the
United States. See "Las Vegas Market."
MGM GRAND AUSTRALIA
On September 7, 1995, the Company, through its wholly-owned subsidiary, MGM
Grand Australia Pty Ltd., completed the acquisition of the MGM Grand Australia
in Darwin, Northern Territory, Australia. MGM Grand Australia is located on 18
acres of beachfront property next to the Arafura Sea on the north central
coast. The resort includes a public and private casino, 97 rooms, restaurants
and other facilities. Casino operations include table games, slots ("poker
machines") and keno.
The success of MGM Grand Australia is based in part upon its strategic
location of the South East Asian gaming market. The Darwin International
Airport is an average of 5.5 hours away from the major Asian cities. For
example, Darwin is within four hours of Indonesia with a population of
183,000,000 people. However, frequency of scheduled air service is a limiting
factor.
8
There exist fourteen casinos in Australia competing for the Far East Market.
Australian casinos operate under exclusive arrangements, which create a
regional monopoly for a fixed term. As such, Australian casinos do not compete
among themselves for the regional middle to low end players. However, Far East
premium players have become an increasingly important source of revenues;
consequently, this market has become very competitive. Competition for the Far
East premium player is increasing, as evidenced by the gaming activity in
Kuala Lumpur and Macau, the recent growth in the number of casinos operating
in Australia, and an increase in the quantity of casino cruise ships. Due to
the increasing competition and the limitations on scheduled air service, the
desired mixture of premium players has not been attained. As a result, the
margins have been negatively impacted and future operating results could be
adversely affected if this trend continues. In an effort to attract premium
players, the MGM Grand Australia has recently refurbished the private Monte
Carlo Room casino and guest suites, and has added the Grand International and
private gaming rooms. Only the Grand International gaming room and Monte Carlo
gaming room are open 24 hours.
Effective January 1996, hotels and clubs will be allowed to operate slots
("poker machines") in the Northern Territory creating a competition in the
local market. MGM Grand Australia is remodeling the public gaming floor,
restaurant, and retail stores in order to remain competitive and improve the
local business.
Australia Government Regulation
The Northern Territory of Australia, like Nevada, has comprehensive laws and
regulations governing the conduct of gaming. MGM Grand Australia's operations
are subject to the Gaming Control Act of 1993 and regulations promulgated
thereunder (the "Northern Territory Law") and to the licensing and general
control of the Minister for Racing and Gaming (the "Minister"). MGM Grand
Australia Pty. Ltd. has entered into a Casino Operator's Agreement with the
Minister pursuant to which MGM Grand Australia was granted a license (the
"License") to conduct casino gaming on an exclusive basis through June 30,
2005 in the northern half of the Northern Territory (which includes Darwin,
its largest city, where MGM Grand Australia is located). The License expires
on June 30, 2005, although it provides for good faith negotiations to reach
agreement on an extension of the License beyond such date. The License
provides for a tax payable to the Northern Territory Government on gross
profits derived from gaming, including gaming devices. The License is not
exclusive with respect to gaming devices, and the Minister may permit such
devices to be placed in limited numbers in locations not operated by MGM Grand
Australia. However, under the License, a portion of the operators' win on such
gaming devices is to be offset against gaming tax otherwise payable by MGM
Grand Australia.
The License may be terminated if MGM Grand Australia breaches the Casino
Operator's Agreement or the Northern Territory Law or fails to operate in
accordance with the requirements of the License. The Northern Territory
authorities have the right under the Northern Territory Law, the Casino
Operator's Agreement and the License to monitor and approve virtually all
aspects of the conduct of gaming by MGM Grand Australia.
Additionally, under the terms of the License, the Minister has the right to
approve the directors and corporate secretary of the Company and its
subsidiaries which own or operate MGM Grand Australia, as well as changes in
the ownership or corporate structure of such subsidiaries. The Company is
required to file with the Northern Territory authorities copies of all
documents required to be filed by the Company or any of its subsidiaries with
the Nevada Gaming Authorities. In the event of any person becoming the
beneficial owner of 10% or more of the outstanding stock of the Company, the
Minister must be so notified and may investigate the suitability of such
person. If the Minister determines such person to be unsuitable and following
such determination such person remains the beneficial owner of 10% or more of
the Company's stock, that would constitute a default under the License.
9
EMPLOYEES
As of December 31, 1995, the Company and its subsidiaries employed
approximately 6,400 full time equivalent employees at MGM Grand Las Vegas and
its corporate offices. None of the Company's employees are covered by
collective bargaining agreements.
As of December 31, 1995, MGM Grand Australia employed approximately 600 full
time equivalent employees. Hourly employees are covered by collective
bargaining agreements.
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 3799 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, where it rents approximately 8,800
square feet from MGM Grand Las Vegas.
MGM Grand Las Vegas' principal executive offices are also located at 3799
Las Vegas Boulevard South, Las Vegas, Nevada, 89109. Certain other office and
warehouse space is leased by MGM Grand Las Vegas consisting of approximately
132,000 square feet located in Las Vegas, Nevada, for an annual rent of
approximately $489,000. Approximately 5,800 square feet of the leased space is
subleased to New York-New York, for an annual rent of approximately $55,500.
MGM Grand Las Vegas is located on approximately 112 acres on the Strip in
Las Vegas, Nevada. This property is subject to a first priority deed of trust
securing $220,000,000 principal amount of 11 3/4% First Mortgage Notes due
1999, $253,000,000 principal amount of 12% First Mortgage Notes due 2002 and a
$60,000,000 bank line of credit for MGM Grand Las Vegas.
In January 1995, the Company contributed an 18-acre site, located at the
intersection of the Strip and Tropicana Avenue to the Company's New York-New
York joint venture. (See Item 1. Business.) This property, together with an
adjacent two-acre parcel, are subject to a first priority deed of trust
securing bank financing of up to $225,000,000, of which $59,000,000 has been
drawn down, and which bears interest based on the bank prime rate, federal
funds rate or LIBOR rate, and is due December 2001.
MGM Grand Australia's principal executive offices are located at Gilruth
Avenue, Mindil Beach, Darwin, Northern Territory 0801 Australia. In September
1995, the Company acquired MGM Grand Australia which is located on an 18-acre
beach front site on the north central coast of Australia. (See Item 1.
Business.) This property is subject to a first priority deed of trust securing
bank financing of up to approximately $78,000,000, which bears interest based
on the Australian bank reference rate or eurodollar rate and is due December
2000.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
J. TERRENCE LANNI (age 53) has served as Chairman of the Company since July
1995, and as a Director, Chairman of the Executive Committee and Chief
Executive Officer of the Company since June 1995. He also served as President
of the Company from June 1995 to July 1995. Prior thereto, he was President
and Chief Operating Officer of Caesars World, Inc. from April 1981 to February
1995.
10
ALEX YEMENIDJIAN (age 40) has served as a Director of the Company since
December 1989, as President of the Company since July 1995, as Chief Operating
Officer of the Company since June 1995, and as Chief Financial Officer of the
Company since May 1994. He also served as Executive Vice President of the
Company from June 1992 to July 1995, as Chairman of the Executive Committee
from January 1991 to June 1992, and as President and Chief Operating Officer
of the Company from March 1990 to January 1991. He has also served as an
executive of Tracinda since January 1990.
FRED BENNINGER (age 79) has served as a Director of the Company since
February 1986, and as Vice Chairman of the Board since April 1995. He was
Chairman of the Board from August 1987 to April 1995. He also served as Chief
Executive Officer of the Company from August 1987 to January 1991, and as
President of the Company from August 1987 to March 1990.
SCOTT LANGSNER (age 42) has served as Secretary/Treasurer of the Company
since July 1987.
KENNETH A. ROSEVEAR (age 46) has served as Senior Vice President-Development
of the Company since November 1995. From November 1993 to November 1995, he
served as President of Caesars World Gaming Development Corporation. For more
than five years prior thereto, he served as Chief Executive of Sun
International Group in South Africa.
T. PATRICK SMITH (age 47) has served as Vice President-Real Estate of the
Company since September 1995. For more than five years prior thereto, he
served in a variety of positions with the Irvine Company, most recently as
Chief Executive Officer of Irvine Apartment Communities, Inc., a publicly
traded real estate investment trust of The Irvine Company.
EDWARD J. JENKINS (age 51) has served as Vice President of the Company since
October 1995. From July 1992 to October 1995, he served as Vice President,
Security, for Caesars World, Inc. He previously was a 30-year veteran of the
FBI, holding various management positions at Bureau offices throughout the
United States.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is listed on the New York Stock Exchange. For
price information with respect to such Common Stock, see page 39 of the
Company's 1995 Annual Report to Stockholders, which information is
incorporated herein by this reference.
As of March 14, 1996, there were approximately 2,500 record holders of the
Company's Common Stock.
The Company has not paid any dividends to date on the Common Stock. The
declaration of dividends (which is within the discretion of the Company's
Board of Directors) will depend on the earnings, financial position and
capital requirements of the Company and other relevant factors existing at the
time.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth on page 2 of the Company's 1995 Annual Report to
Stockholders is incorporated herein by this reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth on pages 19 to 21 of the Company's 1995 Annual
Report to Stockholders is incorporated herein by this reference.
11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets as of December 31, 1995 and 1994 and the
consolidated statements of operations, stockholders' equity, and cash flows
for each of the three years in the period ended December 31, 1995 with the
Report of Independent Public Accountants contained on pages 22 to 38 of the
Company's 1995 Annual Report to Stockholders are herein incorporated by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information called for by PART III (Items 10, 11, 12 and 13) has been
omitted, as the Company intends to file with the Securities and Exchange
Commission not later than 120 days after the end of its fiscal year a
definitive Proxy Statement pursuant to Regulation 14A, except that the
information regarding the Company's executive officers called for by Item 10
of PART III has been included in PART I of this Form 10-K under the heading
"Executive Officers of the Registrant."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The financial statements and schedule listed in the accompanying Index
to Financial Statements at page 15 herein are filed as part of this Form 10-K.
(b) Exhibits
The exhibits listed in the accompanying Exhibit Index on pages 18-19 are
filed as part of this Form 10-K.
12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
MGM GRAND, INC.
J. Terrence Lanni
By: _________________________________
J. Terrence Lanni
Chairman and Chief Executive
Officer
(Principal Executive Officer)
Alex Yemenidjian
By: _________________________________
Alex Yemenidjian
President, Chief Operating Officer
and Chief Financial Officer
Dated: March 15, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
J. Terrence Lanni Chairman of the Board and March 15, 1996
- ------------------------------------ Chief Executive Officer
J. Terrence Lanni
Alex Yemenidjian President, Chief Operating March 15, 1996
- ------------------------------------ Officer, Chief Financial
Alex Yemenidjian Officer and Director
Fred Benninger Vice-Chairman of the Board March 15, 1996
- ------------------------------------
Fred Benninger
James D. Aljian Director March 15, 1996
- ------------------------------------
James D. Aljian
Terry N. Christensen Director March 15, 1996
- ------------------------------------
Terry N. Christensen
Glenn A. Cramer Director March 15, 1996
- ------------------------------------
Glenn A. Cramer
Director March , 1996
- ------------------------------------
Willie D. Davis
Director March , 1996
- ------------------------------------
Alexander M. Haig, Jr.
13
SIGNATURE TITLE DATE
--------- ----- ----
Director March , 1996
- ------------------------------------
Lee A. Iacocca
Director March , 1996
- ------------------------------------
Kirk Kerkorian
Walter M. Sharp Director March 15, 1996
- ------------------------------------
Walter M. Sharp
Director March , 1996
- ------------------------------------
Jerome B. York
14
INDEX TO FINANCIAL STATEMENTS
(ITEM 14(A))
ANNUAL
REPORT TO FORM
STOCKHOLDERS 10-K
PAGE PAGE
------------ ----
Report of Independent Public Accountants...................... 38
Consolidated Statements of Operations--For the years ended
December 31, 1995, 1994 and 1993............................. 22
Consolidated Balance Sheets as of December 31, 1995 and 1994.. 23
Consolidated Statements of Cash Flows--For the years ended
December 31, 1995, 1994 and 1993............................. 24
Consolidated Statements of Stockholders' Equity--For the years
ended December 31, 1995, 1994 and 1993....................... 25
Notes to Consolidated Financial Statements.................... 26
Selected Quarterly Financial Results (unaudited).............. 39
Report of Independent Public Accountants on Supplemental
Schedule..................................................... 16
Schedule II--Valuation and Qualifying Accounts................ 17
All other schedules have been omitted either as inapplicable or not required
under the instructions contained in Regulation S-X or because the information
is included in the financial statements or the notes thereto.
15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE
To MGM Grand, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in MGM Grand, Inc.'s Annual
Report to stockholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 31, 1996. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
supplemental Schedule II as shown on page 17 is the responsibility of the
Company's management, is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Arthur Andersen LLP
Las Vegas, Nevada
January 31, 1996
16
MGM GRAND, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(IN THOUSANDS)
ADDITIONS
CHARGED
BALANCE AT TO COSTS AMOUNTS BALANCE
BEGINNING AND WRITTEN AT END OF
DESCRIPTION OF PERIOD EXPENSES OFF PERIOD
----------- ---------- --------- ------- ---------
FOR THE YEAR ENDED DECEMBER 31, 1995:
Allowances for doubtful accounts...... $17,624 $57,683 $42,235 $33,072
======= ======= ======= =======
FOR THE YEAR ENDED DECEMBER 31, 1994:
Allowances for doubtful accounts...... $ 4,733 $44,181 $31,290 $17,624
======= ======= ======= =======
FOR THE YEAR ENDED DECEMBER 31, 1993:
Allowances for doubtful accounts...... $ 1,531 $ 3,855 $ 653 $ 4,733
======= ======= ======= =======
17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3(1) Certificate of Incorporation of Company, as amended (incorporated by
reference to Exhibit 3(1) to Registration Statement No. 33-3305).
3(2) Bylaws of Company, as amended (incorporated by reference to Exhibit
3(2) to Registration Statement No. 33-30337).
4 Indenture, dated as of May 1, 1992, among MGM Grand Hotel Finance
Corp. ("MGM
Finance"), as issuer, the Company, as guarantor, MGM Grand Hotel,
Inc. ("MGM Grand Hotel"), as obligor with respect to certain cove-
nants, and U.S. Trust Company of California, N.A., a national bank-
ing corporation validly organized and existing under the laws of the
United States, as Trustee (the "Trustee"), relating to First Mort-
gage Notes, including forms of First Mortgage Notes (incorporated by
reference to Exhibit (A)(IV) of the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1992).
10(1) MGM Grand, Inc. Nonqualified Stock Option Plan (incorporated by ref-
erence to Exhibit A to the Company's Proxy Statement dated March 30,
1990).
10(2) MGM Grand, Inc. Incentive Stock Option Plan (incorporated by refer-
ence to Exhibit B to the Company's Proxy Statement dated March 30,
1990).
10(3) Credit Agreement, as amended, among MGM Finance, MGM Grand Hotel and
Bank of America N.T. & S.A. ("Bank Agent") and the banks named
therein (the "Banks") (incorporated by reference to Exhibit 10(8) of
the Company's 1992 10-K), together with amendments.
10(4) Guaranty executed by the Company in favor of Bank Agent and the
Banks (incorporated by reference to Exhibit 10(9) of the Company's
1992 10-K and Exhibit 10(3) to the Company's 1994 10-K).
10(5) Intercreditor Agreement by and among the Trustee, Bank Agent and
Continental Bank, N.A., a national banking association ("Secured
Lenders' Agent"), together with the consent thereto of MGM Finance
(incorporated by reference to Exhibit 10(10) of the Company's 1992
10-K).
10(6) Collateral Assignment by MGM Finance in favor of Secured Lender's
Agent, together with the consent thereto of the Company, MGM Grand
Hotel, and MGM Grand Movieworld, Inc., a Nevada corporation
("Movieworld") (incorporated by reference to Exhibit 10(11) of the
Company's 1992 10-K).
10(7) Stock Pledge Agreement by and between the Company and Secured Lend-
ers' Agent (incorporated by reference to Exhibit 10(12) of the
Company's 1992 10-K).
10(8) Loan Agreement between MGM Grand Hotel and MGM Finance (incorporated
by reference to Exhibit 10(13) of the Company's 1992 10-K).
10(9) Secured Promissory Note by MGM Grand Hotel in favor of MGM Finance
(incorporated by reference to Exhibit 10(14) of the Company's 1992
10-K).
10(10) Deed of Trust, Assignment of Rents and Security Agreement (the "Deed
of Trust") by MGM Grand Hotel to Nevada Title Company, a Nevada cor-
poration, as trustee, for the benefit of MGM Finance, as beneficiary
(incorporated by reference to Exhibit 10(15) of the Company's 1992
10-K).
10(11) Loan Guaranty by the Company in favor of MGM Finance (incorporated
by reference to Exhibit 10(16) of the Company's 1992 10-K).
10(12) Letter Agreement, dated July 13, 1995, between the Company and Rob-
ert R. Maxey.
10(13) Letter Agreement, dated October 3, 1995, between the Company and K.
Eugene Shutler.
18
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10(14) Letter Agreements, dated January 3, 1991 and February 9, 1993, between the Company
and Alex Yemenidjian (incorporated by reference to Exhibit 10(19) of the Company's
1992 10-K).
10(15) Letter Agreement, dated February 9, 1993, between the Company and Fred Benninger
(incorporated by reference to Exhibit 10(20) of the Company's 1992 10-K).
10(16) Operating Agreement of New York-New York Hotel, LLC by and between MGM Grand, Inc.
and PRMA Las Vegas, Inc. dated as of December 26, 1994 (incorporated by reference
to Exhibit 10(16) to the Company's 1994 Form 10-K).
10(17) Contribution Agreement with Joint Escrow Instructions by and among PRMA Las Vegas,
Inc. and the Company and New York-New York Hotel, LLC dated as of December 26,
1994 (incorporated by reference to the Company's 1994 Form 10-K).
10(18) Construction/Revolving Loan Agreement dated as of September 15, 1995 among New
York-New York Hotel, LLC and the Banks named therein.
10(19) Completion Guaranty dated as of September 15, 1995 by the Company and Primadonna
Resorts, Inc.
10(20) Keep Well Agreement dated as of September 15, 1995 by the Company and Primadonna
Resorts, Inc.
10(21) Agreement for Purchase of Shares between MGM Grand Australia PTY LTD ("MGM Grand
Australia"), the Company and the Vendors (as defined therein) dated as of June 30,
1995.
10(22) Loan Agreement between MGM Grand Australia and the Banks named therein dated
September 6, 1995.
10(23) MGM Grand, Inc. Continuing Guaranty dated as of September 1, 1995.
10(24) Option Deed dated as of June 30, 1995 between the Shareholders named therein, the
Company and the persons named therein.
10(25) Promotion and Ancillary Rights Agreement, dated as of March 15, 1995, as amended,
by and among DON KING PRODUCTIONS, INC., MGM GRAND HOTEL, INC. and the Company.
10(26) Letter Agreement dated April 13, 1995 between the Company and J. Terrence Lanni.
13* The Company's 1995 Annual Report to Stockholders.
21 List of Subsidiaries.
23 Consent of Independent Public Accountants
27 Financial Data Schedule
- --------
* Except for those portions which are expressly incorporated herein by
reference, such Annual Report is furnished for the information of the
Securities and Exchange Commission and is not to be deemed "filed" as part
of the Report.
19