sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MANDALAY RESORT GROUP
(Name of Subject Company (Issuer))
Mandalay Resort Group
(Name of Filing Person (Offeror))
Floating Rate Convertible Senior Debentures Due 2033
(Title of Class of Securities)
562567AJ6 and 562567AK3
(CUSIP Number of Class of Securities)
Gary N. Jacobs, Esq.
Secretary
MANDALAY RESORT GROUP
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing
persons)
Calculation of Filing Fee
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| Transaction Valuation(1) |
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Amount of Filing Fee(2) |
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$251,455,000
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$29,596 |
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| (1) |
Determined pursuant to Rule 0-11(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
and calculated solely for purposes of determining the filing
fee. Based upon the maximum amount of cash that might be paid
for the Floating Rate Convertible Senior Debentures due 2033. |
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| (2) |
The amount of the filing fee, calculated in accordance with the
Exchange Act and the Fee Rate Advisory #6 for Fiscal Year
2005, equals $117.70 per $1,000,000 of the value of
securities proposed to be purchased, determined as provided in
Rule 0-11(b)(1) under the Exchange Act. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing. |
Amount
Previously Paid: Not applicable
Form
or Registration No.: Not applicable
Filing
Party: Not applicable
Date
Filed: Not applicable
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions
to which the statement relates:
o third-party
tender offer subject to Rule 14d-1.
þ issuer
tender offer subject to Rule 13e-4.
o going-private
transaction subject to Rule 13e-3.
o amendment
to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO is filed by
Mandalay Resort Group, a Nevada corporation (the
“Company”), and relates to the offer by the Company to
purchase for cash the principal amount of its outstanding
Floating Rate Convertible Senior Debentures due 2033 (the
“Securities”), upon the terms and subject to the
conditions set forth in: (1) the Indenture, dated as of
March 21, 2003 (as supplemented on July 26, 2004 and
April 25, 2005) (the “Indenture”), by and between
the Company and The Bank of New York, as Trustee (the
“Trustee”); (2) the Securities; (3) the
Offer to Purchase dated May 16, 2005 filed herewith as
Exhibit (a)(1)(A) (as it may be supplemented or amended
from time to time, the “Offer to Purchase”);
(4) the related Letter of Transmittal filed herewith as
Exhibit (a)(1)(B) (as it may be supplemented or amended
from time to time, the “Letter of Transmittal” and,
together with the Offer to Purchase, the “Offer”); and
(5) the related offer materials filed as
Exhibits (a)(1)(C) to (D) to this Schedule TO.
Pursuant to General Instruction F to Schedule TO, all
of the information set forth in the Offer to Purchase is
incorporated by reference herein in response to Items 1
through 11 in this Schedule TO except for those Items as to
which information is specifically provided herein.
The Offer will expire at 5:00 p.m., New York City time, on
June 15, 2005. This Schedule TO is intended to satisfy
the disclosure requirements of Rule 13e-4(c)(2) under the
Exchange Act.
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| Item 1. |
Summary Term Sheet. |
The information set forth in the section of the Offer to
Purchase captioned “Summary Term Sheet” is
incorporated herein by reference.
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| Item 2. |
Subject Company Information. |
(a) Name and Address. The name of the issuer is
Mandalay Resort Group, a Nevada corporation. The address and
telephone number of the Company’s principal executive
offices is 3600 Las Vegas Boulevard South, Las Vegas,
Nevada 89109, (702) 693-7120. The information set forth in
the Offer to Purchase under “Information Concerning the
Company — Important Information Concerning the
Offer” is incorporated herein by reference.
(b) Securities. This Schedule TO relates to the
offer by the Company to purchase all of the outstanding
Securities. The information set forth in the Offer to Purchase
under “Information Concerning the Securities —
Important Information Concerning the Offer” is incorporated
herein by reference. As of May 9, 2005, there was
$251,455,000 aggregate principal amount of the Securities
outstanding. Additionally, as a result of the merger on
April 25, 2005 (the “Merger”) between the Company
and MGM MIRAGE Acquisition Co. #61, a Nevada corporation
and a wholly-owned subsidiary of MGM MIRAGE, a Delaware
corporation, there were one hundred (100) shares of the
Company’s common stock, $0.01 2/3 par value per share
(“Common Stock”), outstanding, all of which were owned
by MGM MIRAGE.
(c) Trading Market and Price. The information set
forth in the Offer to Purchase under “Market for the
Securities and Mandalay Common Stock — Information
Concerning the Securities — Important Information
Concerning the Offer” is incorporated herein by reference.
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| Item 3. |
Identity and Background of Filing Person. |
(a) Name and Address. The information set forth
under Item 2(a) above is incorporated herein by reference.
The Offer is an issuer tender offer and accordingly, the Company
is both the filing person and the subject company.
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| Item 4. |
Terms of the Transaction. |
(a) Material Terms. The information set forth in the
Offer to Purchase under the “Summary Term Sheet” and
the following sections under the “Important Information
Concerning the Offer” are incorporated herein by reference:
“Information Concerning the Securities”,
“Procedures to be Followed by
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Holders Electing to Surrender Securities for Purchase”,
“Right of Withdrawal”, “Payment for Surrendered
Securities”, “Securities Acquired”, “Legal
Matters; Regulatory Approvals”, “Prohibition of
Purchases of Securities by the Company and Its Affiliates”,
“Material United States Income Tax Considerations”,
“Solicitations”, “Definitions” and
“Conflicts.”
Sections 1004(a)(1)(iv), (ix) and (xi), as well as
Section 1004(a)(2), of Regulation M-A are not
applicable.
(b) Purchases. The information set forth in the
Offer to Purchase under “Interests of Directors, Executive
Officers and Affiliates of the Company and MGM MIRAGE in the
Securities — Important Information Concerning the
Offer” is incorporated herein by reference. To the
Company’s knowledge, none of the subject Securities is to
be purchased from any officer, director or affiliate of the
Company or MGM MIRAGE.
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| Item 5. |
Past Contracts, Transactions, Negotiations and
Agreements. |
(e) Agreements Involving the Subject Company’s
Securities. The Securities are governed by the Indenture. In
connection with the issuance of the Securities, the Company
entered into a Registration Rights Agreements, dated as of
March 21, 2003 by and between Mandalay Resort Group and
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Banc of America
Securities LLC.
In addition, the Securities have been guaranteed on a senior
unsecured basis by MGM MIRAGE and each of its subsidiaries
(other than the Company) that has guaranteed the senior debt
obligations of MGM MIRAGE.
The information set forth in the Offer to Purchase under
“Information Concerning the Securities —
Important Information Concerning the Offer” and
“Interests of Directors, Executive Officers and Affiliates
of the Company and MGM MIRAGE in the Securities —
Important Information Concerning the Offer” are
incorporated herein by reference.
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| Item 6. |
Purpose of the Transaction and Plans or Proposals. |
(a) Purposes. The information set forth in the Offer
to Purchase under “The Company’s Obligation to
Purchase the Securities Upon a Change in Control —
Information Concerning the Securities — Important
Information Concerning the Offer” is incorporated herein by
reference.
(b) Use of Securities Acquired. The information set
forth in the Offer to Purchase under “Securities
Acquired — Important Information Concerning the
Offer” is incorporated herein by reference.
(c) Plans. The information set forth in the Offer to
Purchase under “Plans or Proposals of the
Company — Important Information Concerning the
Offer” is incorporated herein by reference.
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| Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) Source of Funds. The information set forth in
the Offer to Purchase under “Payment for the Surrendered
Securities — Important Information Concerning the
Offer” is incorporated herein by reference.
(b) Conditions. Not applicable.
(d) Borrowed Funds. The information set forth in the
Offer to Purchase under “Payment for the Surrendered
Securities — Important Information Concerning the
Offer” is incorporated herein by reference. There are no
current plans to refinance or repay any financing arrangements
for the Offer.
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| Item 8. |
Interest in Securities of the Subject Company. |
(a) Securities Ownership. The information set forth
in the Offer to Purchase under “Interests of Directors,
Executive Officers and Affiliates of the Company and MGM MIRAGE
in the Securities — Important Information Concerning
the Offer” is incorporated herein by reference. To the
knowledge of the
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Company, no Securities are beneficially owned by any person
whose ownership would be required to be disclosed by
Section 1008(a) of Regulation M-A.
(b) Securities Transactions. The information set
forth in the Offer to Purchase under “Interests of
Directors, Executive Officers and Affiliates of the Company and
MGM MIRAGE in the Securities — Important Information
Concerning the Offer” and “Prohibition of Purchases of
Securities by the Company and Its Affiliates —
Important Information Concerning the Offer” are
incorporated herein by reference.
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| Item 9. |
Persons/ Assets, Retained, Employed, Compensated or
Used. |
(a) Solicitations or Recommendations. The
information set forth in the Offer to Purchase under “Fees
and Expenses — Important Information Concerning the
Offer” and “Solicitations — Important
Information Concerning the Offer” are incorporated herein
by reference.
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| Item 10. |
Financial Statements. |
(a) Financial Information. The Company believes that
its financial condition is not material to a holder’s
decision whether to sell the Securities to the Company because,
among other reasons, the consideration being paid to the holders
surrendering Securities consists solely of cash, the Offer is
not subject to any financing conditions and the Offer is for all
outstanding Securities.
(b) Pro Forma Information. Not applicable.
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| Item 11. |
Additional Information. |
(a) Agreements, Regulatory Requirements and Legal
Proceedings. Not applicable.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(b) Other Material Information. None.
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| Exhibit |
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Description |
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(a)(1)(A) |
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Offer to Purchase dated May 16, 2005.* |
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(a)(1)(B) |
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Form of Letter of Transmittal.* |
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(a)(1)(C) |
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Form of Notice of Guaranteed Delivery.* |
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(a)(1)(D) |
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Form of Notice of Withdrawal.* |
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(a)(1)(E) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated May 16, 2005.* |
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(a)(1)(F) |
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Letter to Clients.* |
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(a)(1)(G) |
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Guidelines to Form W-9.* |
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| Exhibit |
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Description |
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(b) |
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Fourth Amended and Restated Loan Agreement dated as of
November 22, 2004, by and between MGM MIRAGE, MGM Grand
Detroit, LLC, as co-borrower, Bank of America, N.A., as the
administrative agent, The Royal Bank of Scotland PLC, as the
syndication agent, a joint lead arranger, and a joint book
manager, Bank of America Securities LLC as a joint lead arranger
and a joint book manager, JP Morgan Securities, Inc., Citibank
North America, Inc., and Deutsche Bank Securities Inc. as joint
book managers, JP Morgan Chase Bank, Citigroup USA Inc.,
Deutsche Bank, Bank of Scotland PLC, Barclays Bank PLC, BNP
Paribas, Commerzbank, Sumitomo Mitsui Banking Corporation and
Wachovia Bank, N.A., as co-documentation agents, Societe
Generale, as senior managing agent, Merrill Lynch Bank USA and
U.S. Bank National Association, as managing agents, and the
other lenders party thereto (previously filed as
Exhibit 10.1(10) to the MGM MIRAGE Form 10-K filed
with the Securities and Exchange Commission on March 11,
2005, and incorporated herein by reference). |
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(d)(1) |
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Indenture by and between Mandalay Resort Group and the Bank of
New York dated as of March 21, 2003 (previously filed as
Exhibit 4.44 to the Mandalay Resort Group Form 10-K filed with
the Securities and Exchange Commission on May 1, 2003, and
incorporated herein by reference). |
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(d)(2) |
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Registration Rights Agreement dated as of March 21, 2003 by
and between Mandalay Resort Group and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Banc of America Securities LLC (previously filed as Exhibit
4.45 to the Mandalay Resort Group Form 10-K filed with the
Securities and Exchange Commission on May 1, 2003, and
incorporated herein by reference). |
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(g) |
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None. |
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(h) |
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None. |
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| Item 13. |
Information Required by Schedule 13E-3. |
Not applicable.
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO
is true, complete and correct.
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Name: Bryan L. Wright |
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Title: Assistant Secretary |
Date: May 16, 2005
5
EXHIBIT INDEX
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| Exhibit |
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| Number |
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Description |
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(a)(1)(A) |
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Offer to Purchase dated May 16, 2005.* |
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(a)(1)(B) |
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Form of Letter of Transmittal.* |
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(a)(1)(C) |
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Form of Notice of Guaranteed Delivery.* |
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(a)(1)(D) |
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Form of Notice of Withdrawal.* |
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(a)(1)(E) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees dated May 16, 2005.* |
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(a)(1)(F) |
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Letter to Clients.* |
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(a)(1)(G) |
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Guidelines to Form W-9.* |
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(b) |
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Fourth Amended and Restated Loan Agreement dated as of
November 22, 2004, by and between MGM MIRAGE, MGM Grand
Detroit, LLC, as co-borrower, Bank of America, N.A., as the
administrative agent, The Royal Bank of Scotland PLC, as the
syndication agent, a joint lead arranger, and a joint book
manager, Bank of America Securities LLC as a joint lead arranger
and a joint book manager, JP Morgan Securities, Inc., Citibank
North America, Inc., and Deutsche Bank Securities Inc. as joint
book managers, JP Morgan Chase Bank, Citigroup USA Inc.,
Deutsche Bank, Bank of Scotland PLC, Barclays Bank PLC, BNP
Paribas, Commerzbank, Sumitomo Mitsui Banking Corporation and
Wachovia Bank, N.A., as co-documentation agents, Societe
Generale, as senior managing agent, Merrill Lynch Bank USA and
U.S. Bank National Association, as managing agents, and the
other lenders party thereto (previously filed as Exhibit
10.1(10) to the MGM MIRAGE Form 10-K filed with the
Securities and Exchange Commission on March 11, 2005, and
incorporated herein by reference). |
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(d)(1) |
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Indenture by and between Mandalay Resort Group and the Bank of
New York dated as of March 21, 2003 (previously filed as
Exhibit 4.44 to the Mandalay Resort Group Form 10-K filed
with the Securities and Exchange Commission on May 1, 2003,
and incorporated herein by reference). |
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(d)(2) |
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Registration Rights Agreement dated as of March 21, 2003 by
and between Mandalay Resort Group and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Banc of America Securities LLC (previously filed as Exhibit
4.45 to the Mandalay Resort Group Form 10-K filed with the
Securities and Exchange Commission on May 1, 2003, and
incorporated herein by reference). |