-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JEuE1exYhfXQ7zpMzIn4o0KxRu2mloeM07tvAnrjXMuIgGi3nsC7qhpDjlkqb6qa m1qlfKxpsUXnvFaVtoKxZQ== 0000725549-97-000002.txt : 19970329 0000725549-97-000002.hdr.sgml : 19970329 ACCESSION NUMBER: 0000725549-97-000002 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960131 FILED AS OF DATE: 19970328 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCUS CIRCUS ENTERPRISES INC CENTRAL INDEX KEY: 0000725549 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880121916 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08570 FILM NUMBER: 97567370 BUSINESS ADDRESS: STREET 1: 2880 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027340410 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO.2) (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 January 31, 1996 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 1-8570 CIRCUS CIRCUS ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) Nevada 88-0121916 (State or other jurisdiction of (I.R.S. Employer incorporation incorporation or organization) Identification No.) 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120 (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (702) 734-0410 Securities registered pursuant to Section 12(b) of the Act: Title of Class Name of Exchanges on which Registered Common Stock, $.01-2/3 Par Value New York Stock Exchange and Pacific Stock Exchange Common Stock Purchase Rights New York Stock Exchange and Pacific 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 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 the voting stock of the Registrant held by persons other than the registrant's directors and executive officers as of April 22, 1996 (based upon the last reported sale price on the New York Stock Exchange on such date) was $3,216,018,338. The number of shares of Common Stock, $.01-2/3 par value, outstanding at April 22, 1996: 103,346,423. DOCUMENTS INCORPORATED BY REFERENCE PART II - Portions of the Registrant's Annual Report to Stockholders for the year ended January 31, 1996 are incorporated by reference into Items 7 and 8, inclusive. PART III - Portions of the Registrant's definitive proxy statement in connection with the annual meeting of stockholders to be held on June 21, 1996, are incorporated by reference into Items 10 through 13, inclusive. Item 8 is amended and restated as follows solely for the purpose of including the financial statements of Elgin Riverboat Resort - Riverboat Casino for the year ended December 31, 1996 as required by Rule 3-09 of Regulation S-X. Item 14 is also amended and restated solely for the purpose of including the consent of independent public accountants relating to the above-mentioned financial statements. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Incorporated herein by reference are pages 26 through 42 of the 1996 Annual Report which pages are included as part of Exhibit 13 to this Report. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Year Ended January 31, 1996 (In thousands, except per share amounts) 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total Revenue $295,033 $326,766 $354,206 $323,591 $1,299,596 Income from operations 71,046 24,365 88,399 67,563 251,373 Income before income tax 61,367 12,885 76,187 55,320 205,759 Net income 39,400 7,281 46,584 35,633 128,898 Earnings per share $ 0.46 $ 0.08 $ 0.45 $ 0.35 $ 1.33 Year Ended January 31, 1995 (In thousands, except per share amounts) 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total Revenue $284,901 $299,895 $306,613 $278,773 $1,170,182 Income from operations 61,080 68,225 68,214 58,488 256,007 Income before income tax 50,455 57,535 57,714 48,786 214,490 Net income 32,291 36,548 36,596 30,851 136,286 Earnings per share $ 0.38 $ 0.43 $ 0.43 $ 0.36 $ 1.59 Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Balance Sheets December 31, 1996 and 1995 ASSETS 1996 1995 Current assets: Cash and cash equivalents $ 23,469,117 $12,363,183 Accounts receivable 187,041 136,816 Inventories 318,505 174,949 Prepaid expenses 1,910,001 2,007,660 Total current assets 25,884,664 14,682,608 Property and equipment, net 96,284,167 102,058,492 Other assets 965,498 1,511,857 Total assets $123,134,329 $118,252,957 LIABILITIES AND PARTNERS' EQUITY Current liabilities: Notes Payable $ 116,119 Accounts payable $ 434,758 676,012 Accrued liabilities 18,707,675 4,034,170 Total current liabilities 19,142,433 4,826,301 Total liabilities 19,142,433 4,826,301 Partners' equity 103,991,896 113,426,656 Total liabilities and partners' equity $123,134,329 $118,252,957 The accompanying notes are an integral part of these Financial statements. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Statements of Operations for the years ended December 31, 1996, 1995 and 1994 1996 1995 1994 Revenues: Casino $233,074,809 $203,839,260 $35,940,914 Food and beverage 17,148,086 14,301,126 2,696,253 Admissions and other 9,441,806 8,706,203 2,030,262 259,664,701 226,846,589 40,667,429 Less: promotional allowances (16,243,962) (12,146,655) (2,274,311) 243,420,739 214,699,934 38,393,118 Operating expenses: Casino 92,886,998 78,707,606 14,776,440 Food and beverage 7,280,565 7,970,113 2,149,697 General and administrative 24,972,009 10,479,451 2,614,950 Depreciation and amortization 8,216,672 7,899,232 1,902,818 Preopening costs 3,809,645 Other operating expenses 10,299,447 8,494,846 1,980,964 143,655,691 113,551,248 27,234,514 Operating income 99,765,048 101,148,686 11,158,604 Other income (expense): Interest income 300,206 272,850 17,215 Interest expense (13,010) (15,457) Loss on asset disposal (100,014) 200,192 259,840 1,758 Net income $ 99,965,240 $101,408,526 $ 11,160,362 The accompanying notes are an integral part of these financial statements. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Statements of Partners' Equity for each of the three years ended December 31, 1996 Nevada Landing Partnership RBG, L.P. Total Balance, January 1, 1994 $ 1,346,578 $ 1,492,174 $ 2,838,752 Partners' contributions 51,332,306 51,186,710 102,519,016 Net Income 5,580,181 5,580,181 11,160,362 Distribution to partners (5,750,000) (5,750,000) (11,500,000) Balance, December 31, 1994 52,509,065 52,509,065 105,018,130 Net income 50,704,263 50,704,263 101,408,526 Distributions to partners (46,500,000) (46,500,000) (93,000,000) Balance, December 31, 1995 56,713,328 56,713,328 113,426,656 Net income 49,982,620 49,982,620 99,965,240 Distributions to partners (54,700,000) (54,700,000) (109,400,000) Balance, December 31, 1996 $51,995,948 $51,995,948 $103,991,896 The accompanying notes are an integral part of these financial statements. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Statements of Cash Flows for each of the three years ended December 31, 1996 1996 1995 1994 Cash flows from operating activities: Net income $ 99,965,240 $101,408,526 $11,160,362 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,216,672 7,899,232 1,902,818 Net loss from sale of asset 100,014 Increase (decrease) in cash attributable to changes in assets and liabilities: Accounts receivable (50,225) (43,361) (93,455) Inventories (143,556) (32,634) (142,315) Prepaid expenses 97,659 (477,345) (1,530,315) Other assets 546,359 624,612 (2,136,469) Accounts payable (241,254) (227,722) 903,734 Accrued expenses 14,673,505 2,020,900 2,013,270 Net cash provided by operating activities 123,164,414 111,172,208 12,077,630 Cash flows from investing activities: Capital expenditures (2,593,361) (2,294,242) (94,123,697) Proceeds from sale of fixed assets 51,000 Payments of construction costs payable (5,143,500) Net cash used in investing activities (2,542,361) (7,437,742) (94,123,697) Cash flows from financing activities: Partners' contributions 102,519,016 Proceeds from notes payable 1,801,552 Distributions to partners (109,400,000) (93,000,000) (11,500,000) Payments on notes payable (116,119) (7,498,575) (1,647,209) Net cash (used in) provided by financing activities (109,516,119) (100,498,575) 91,173,359 Net increase in cash and cash equivalents 11,105,934 3,235,891 9,127,292 Cash and cash equivalents, beginning of year 12,363,183 9,127,292 1996 1995 1994 Cash and cash equivalents, end of year $ 23,469,117 $ 12,363,183 $ 9,127,292 Noncash financing and investing activities: Increase in construction costs payable $ 3,297,799 Vendor financing for equipment purchases $ 696,711 $ 6,763,640 Conversion of construction costs payable to note payable, net of vendor financing $ 480,597 The accompanying notes are an integral part of these Financial statements Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements 1. Business Elgin Riverboat Resort - Riverboat Casino (the "Joint Venture"), doing business as the Grand Victoria Casino, was formed in December 1992, as a partnership, under a Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P., in which each partner owns a fifty percent interest. Prior to commencement of gaming operations on October 6, 1994, the Joint Venture was in the development stage and had no operating revenues or expenses. The Joint Venture is licensed by the Illinois Gaming Board ("IGB") to own and operate a riverboat casino on the Fox River in Elgin, Illinois. The original license, issued on October 6, 1994, is valid for a three year term with annual renewal terms requiring the approval of the IGB. 2. Summary of Significant Accounting Policies Casino Revenues In accordance with industry practice, the Joint Venture recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Promotional Allowances The retail value of admissions, food and beverage, and other complimentary items furnished to customers without charge is included in gross revenue and then deducted as promotional allowances, Additionally, the estimated costs of providing such promotional allowances have been included in casino expenses as follows: 1996 1995 1994 Admissions and other $ 10,285,198 $ 10,762,515 $ 2,523,989 Food and beverage 6,470,703 3,596,327 436,294 $ 16,755,901 $ 14,358,842 $ 2,960,283 Cash and Cash Equivalents The Joint Venture considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Joint Venture maintains cash balances at a financial institution in excess of federally insured limits. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements, Continued 2. Summary of Significant Accounting Policies, continued Inventories Inventories, consisting of food, beverage, and gift shop items are stated at the lower of cost or market value. Cost is determined by the first-in, first-out method. Preopening Costs The Joint Venture incurred certain expenditures prior to commencement of operations, including travel, payroll, training, promotion and other administrative expenses. These amounts have been expensed in the accompanying statement of operations for the year ended December 31, 1994. Property and Equipment Property, improvements and equipment are stated at cost. The Joint Venture computes depreciation and amortization using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 39 years Riverboat 20 years Land improvements 15 years Furniture, fixtures and equipment, gaming and computer equipment 5-7 years Reserve for Slot Club Redemption The Joint Venture has accrued for the total liability of all points earned, but not redeemed by slot club members. Income Taxes The financial statements of the Joint Venture do not reflect a provision for income taxes because the partners are required to recognize their proportionate share of the Joint Venture's income in their individual tax returns. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements, Continued 2. Summary of Significant Accounting Policies, continued reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain 1995 and 1994 amounts have been reclassified to conform to the 1996 presentation. 3. Property and Equipment: A summary of property and equipment at December 31, 1996 and 1995 is as follows: 1996 1995 Buildings $ 29,170,069 $ 29,170,069 Riverboat 52,799,655 52,799,655 Land improvements 5,501,167 5,501,167 Furniture, fixtures and equipment, gaming and computer equipment 26,708,592 24,389,651 Construction in progress 73,068 Total property and equipment 114,252,551 111,860,542 Less: accumulated depreciation and amortization 17,968,384 9,802,050 Property and equipment, net $ 96,284,167 $102,058,492 4. Accrued Liabilities A summary of accrued liabilities at December 31, 1996 and 1995 is as follows: 1996 1995 Accrued "Grand Victoria Foundation" & Kane County donation $ 12,048,872 Accrued payroll, vacation and related taxes 1,872,365 $1,132,220 Reserve for slot club redemptions 1,603,346 921,316 Accrued rent expense 932,696 102,362 Accrued property taxes 741,842 491,842 Reserve for progressive jackpots 421,373 254,691 Unredeemed chip/token liability 339,848 464,471 Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements, Continued 4. Accrued Liabilities, continued 1996 1995 Accrued dealers tips 338,384 246,844 Accrued gaming and sales taxes 171,243 163,158 Kane County Forest Preserve trust agreement 125,000 125,000 Other 112,706 132,266 Total accrued liabilities $ 18,707,675 $ 4,034,170 5. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents and notes payable approximate fair value because of the short maturity of these instruments. 6. Notes Payable There were no notes outstanding at December 31, 1996. At December 31, 1995, one note payable was outstanding. The entire balance of this note was current. 1995 Note payable for surveillance equipment, payable in monthly payments of $58,059 through February, 1996 $116,119 7. Leases In accordance with the Ground Lease and Development Agreement, as amended, (the "Agreement") the Joint Venture leases land for a term of ten years commencing with the issuance of the IGB license, with the right to renew the Agreement for successive five year terms, not to exceed a total lease term of thirty years. Additionally, the Agreement provides an option to purchase such land at fair market value at anytime during the lease term subject to the construction of certain other capital projects by the Joint Venture. The Agreement requires annual lease payments of $107,195 until the Joint Venture's cumulative net after tax cash flow, as defined, equals $75,000,000, which occurred during the fourth quarter of 1995. Thereafter, the Agreement requires annual lease payments equal to the greater of (i) $107,195 or (ii) three percent of the Joint Venture's annual net operating income, as defined. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements, Continued 7. Leases, continued By agreement, the Joint Venture has applied federal and state income tax rates to its taxable income as if its partners were being taxed as individuals in the State of Illinois. The applicable income tax rates applied to the Joint Venture's taxable income are as follows: Federal 39.6% State 3.0% During the construction of the riverboat casino facility, certain costs were incurred by the Joint Venture on behalf of the City of Elgin (the "City") which will be utilized to offset the future percentage rent payments described in (ii) above. Such amounts as of December 31, 1996 and 1995 were $1,643,576 and $2,191,435, respectively, and are included in prepaid expenses. The future minimum lease commitments under the ground lease as of December 31, 1996 are as follows: 1997 $107,195 1998 107,195 1999 107,195 2000 107,195 2001 and thereafter 403,422 Rent expense for the years ended December 31, 1996, 1995 and 1994 were $3,781,229, $186,599, and $25,358, respectively. 8. Commitments Pursuant to an agreement with the City of Elgin, the Joint Venture has guaranteed that the City shall receive at least $500,000 annually resulting from a combination of lease payments and admission taxes. For each of the years ended December 31, 1996, 1995 and 1994, the Joint Venture has paid amounts in excess of the guarantee. Additionally, the Agreement requires the Joint Venture to pay the City $350,000 per year, for five years to defray additional law enforcement costs estimated to be incurred by the City. Pursuant to the Fox River Trust Agreement, entered into on July 20, 1993, the Joint Venture has agreed to make certain payments to a trust fund for the benefit of the Fox River. Annual contributions of $500,000 commenced on October 6, 1995, the initial anniversary date of the issuance of the IGB license, and will continue for twelve successive years. Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) Notes to Financial Statements, Continued 8. Commitments, continued The Joint Venture has agreed to contribute to both Kane County and to a foundation that has been established for the benefit of educational, environmental and economic development programs in the region. The total commitment is equal to 20% of adjusted net operating income ("ANOI"), as defined, after the cumulative after tax ANOI exceeds the Joint Venture's total investment cost, as defined, incurred in connection with the development of the riverboat casino facility. This commitment must be paid within 120 days of the end of the fiscal year for which it has been calculated. The Joint Venture has applied the same federal and state income tax rates that were applied in the percentage rent calculation of the Ground Lease (see Note 7). During 1996, ANOI exceeded the Joint Venture's total investment costs and the Joint Venture began accruing for this donation expense. As of December 31, 1996, the Joint Venture had incurred $12,219,654 in donation expense. 9. Related Party Transactions During April 1996, the employment of four key employees of the Joint Venture was transferred to one of the partners of the Joint Venture. Salary, bonus and related taxes are paid by the Joint Venture partner. The Joint Venture partner is then reimbursed by the Joint Venture for these expenses. Report of Independent Accountants To the Partners of the Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) We have audited the accompanying balance sheets of the Elgin Riverboat Resort - Riverboat Casino (the "Joint Venture") as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for each of the three years ended December 31, 1996. These financial statements are the responsibility of the Joint Venture'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 financial position of the Elgin Riverboat Resort - Riverboat Casino (a Joint Venture) as of December 31, 1996 and 1995, and the results of its operations, partners' equity and cash flows for each of the three years ended December 31, 1996 in conformity with generally accepted accounting principles. Chicago, Illinois January 17, 1997 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)(1) Consolidated Financial Statements: CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES Page Consolidated Balance Sheets as of January 31, 1996 and 1995........... * Consolidated Statements of Income for the three years ended January 31, 1996.................................................................. * Consolidated Statements of Cash Flows for the three years ended January 31, 1996.............................................................. * Consolidated Statements of Stockholders' Equity for the three years ended January 31, 1996...................................................... * Notes to Consolidated Financial Statements............................ * Report of Independent Public Accountants........................................................... * (a)(2) Supplemental Financial Statement Schedules: None. * Refers to page of the Annual Report to Shareholders for the year ended January 31, 1996, a copy of the incorporated portions of which are included as Exhibit 13 to this Report. (a)(3) Exhibits: The following exhibits are filed as a part of this Report or incorporated herein by reference: 3(i)(a). Restated Articles of Incorporation of the Company as of July 15, 1988 and Certificate of Amendment thereto, dated June 29, 1989. (Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1991.) 3(i)(b). Certificate of Division of Shares into Smaller Denominations, dated June 20, 1991. (Incorporated by reference to Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1992.) 3(i)(c). Certificate of Division of Shares into Smaller Denominations, dated June 22, 1993. (Incorporated by reference to Exhibit 3(i) to the Company's Current Report on Form 8-K dated July 21, 1993.) 3(ii). Restated Bylaws of the Company dated February 29, 1996.** 4(a). Rights Agreement dated as of July 14, 1994, between the Company and First Chicago Trust Company of New York. (Incorporated by reference to Exhibit 4 to the Company's Current Report on Form 8-K dated August 15, 1994.) 4(b). $1.5 Billion Loan Agreement, dated as of January 29, 1996, by and among the Company, the Banks named therein and Bank of America National Trust and Savings Association, as administrative agent for the Banks, and related Subsidiary Guaranty dated as of January 29, 1996, of the Company's subsidiaries named therein. (Incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated January 29, 1996.) 4(c). Amendment No. 1 to the $1.5 Billion Loan Agreement, by and among the Company, the Banks named therein and Bank of America National Trust and Savings Association, as administrative agent for the Banks. ** 4(d). Rate Swap Master Agreement, dated as of October 24, 1986, and Rate Swap Supplements One through Four. (Incorporated by reference to Exhibit 4(j) to the Company's Current Report on Form 8-K dated December 29, 1986.) 4(e). Interest Rate Swap Agreement, dated as of October 20, 1989, by and between the Company and Salomon Brothers Holding Company Inc. (Incorporated by reference to Exhibit 4(q) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1990.) 4(f). Interest Rate Swap Agreement, dated as of June 20, 1989, by and between the Company and First Interstate Bank of California. (Incorporated by reference to Exhibit 4(r) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1990.) 4(g). Interest Rate Swap Agreement, dated as of April 6, 1992, by and between the Company and Canadian Imperial Bank of Commerce. (Incorporated by reference to Exhibit 4(y) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1992.) 4(h). Indenture by and between the Company and First Interstate Bank of Nevada, N.A., as Trustee with respect to the Company's 10-5/8% Senior Subordinated Notes due 1997. (Incorporated by reference to Exhibit 4(a) to the Company's Registration Statement (No. 33-34439) on Form S-3.) 4(i). Indenture by and between the Company and First Interstate Bank of Nevada, N.A., as Trustee with respect to the Company's 6-3/4% Senior Subordinated Notes due 2003 and its 7-5/8% Senior Subordinated Debentures due 2013. (Incorporated by reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated July 21, 1993.) 4(j). Indenture, dated February 1, 1996, by and between the Company and First Interstate Bank of Nevada, N.A., as Trustee. (Incorporated by reference to Exhibit 4(b) to the Company's Current Report on Form 8-K dated January 29, 1996.) 4(k). Supplemental Indenture, dated February 1, 1996, by and between the Company and First Interstate Bank of Nevada, N.A., as Trustee, with respect to the Company's 6.45% Senior Notes due February 1, 2006. (Incorporated by reference to Exhibit 4(c) to the Company's Current Report on Form 8-K dated January 29, 1996.) 4(l). 6.45% Senior Notes due February 1, 2006 in the principal amount of $200,000,000. (Incorporated by reference to Exhibit 4(d) to the Company's Current Report on Form 8-K dated January 29, 1996.) 10(a).* 1983 Nonqualified Stock Option Plan of the Company. (Incorporated by reference to Exhibit 10(d) to the Company's Registration Statement (No. 2-85794) on Form S-1.) 10(b).* 1983 Incentive Stock Option Plan of the Company. (Incorporated by reference to Exhibit 10(e) to the Company's Registration Statement (No. 2-85794) on Form S-1.) 10(c).* Amendment to Circus Circus Enterprises, Inc. 1983 Incentive Stock Option Plan. (Incorporated by reference to Exhibit 4(a) to the Company's Registration Statement (No. 2-91950) on Form S-8.) 10(d).* 1989 Stock Option Plan of the Company. (Incorporated by reference to Exhibit 4 to the Company's Registration Statement (No. 33-39215) on Form S-8.) 10(e).* Stock Purchase Warrant Plan. (Incorporated by reference to Exhibit 4(a) to the Company's Registration Statement (No. 33-29014) on Form S-8.) 10(f).* Amended and Restated 1991 Stock Incentive Plan of the Company. (Incorporated by reference to Exhibit 4 to the Company's Registration Statement (No. 33-56420) on Form S-8.) 10(g).* 1993 Stock Option Plan of the Company. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1993.) 10(h).* 1995 Special Stock Option Plan and Forms of Nonqualified Stock Option Certificate and Agreement. (Incorporated by reference to Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(i).* Circus Circus Enterprises, Inc. Executive Compensation Insurance Plan. (Incorporated by reference to Exhibit 10(i) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1992.) 10(j). Lease, dated November 1, 1957, by and between Bethel Palma and others, as lessor, and the Company's predecessor in interest, as lessee; Amendment of Lease, dated May 6, 1983. (Incorporated by reference to Exhibit 10(g) to the Company's Registration Statement (No. 2-85794) on Form S-1.) 10(k). Grant, Bargain and Sale Deed to the Company pursuant to the Lease dated November 1, 1957. (Incorporated by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1984.) 10(l). Lease, dated August 3, 1977, by and between B&D Properties, Inc., as lessor, and the Company, as lessee; Amendment of Lease, dated May 6, 1983. (Incorporated by reference to Exhibit 10(h) to the Company's Registration Statement (No. 2-85794) on Form S-1.) 10(m). Tenth Amendment and Restatement of the Circus Circus Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 4(e) to Post Effective Amendment No. 7 to the Company's Registration Statement (No. 33-18278) on Form S-8.) 10(n). Fifth Amendment and Restatement to Circus Circus Employees' Profit Sharing and Investment Trust. (Incorporated by reference to Exhibit 4(h) to Post Effective Amendment No. 7 to the Company's Registration Statement (No. 33-18278) on Form S-8.) 10(o).* Retirement Plan for Outside Directors (Incorporated by reference to Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995). 10(p). Group Annuity Contract No. GA70867 between Philadelphia Life (formerly Bankers Life Company) and Trustees of Circus Circus Employees' Profit Sharing and Investment Plan. (Incorporated by reference to Exhibit 4(c) to the Company's Registration Statement (No. 33-1459) on Form S-8.) 10(q). Lease, dated as of November 1, 1981, between Novus Property Company, as landlord, and the Company, as tenant. (Incorporated by reference to Exhibit 4(h) to the Company's Registration Statement (No. 2-85794) on Form S-1.) 10(r). First Addendum and First Amendment, each dated as of June 15, 1983, to Lease dated as of November 1, 1981. (Incorporated by reference to Exhibit 4(i) to the Company's Annual Report on Form 10-K for the year ended January 31, 1984.) 10(s). Second Amendment, dated as of April 1, 1984, to Lease dated as of November l, 1981. (Incorporated by reference to Exhibit 10(o) to the Company's Registration Statement (No. 33-4475) on Form S-1.) 10(t). Lease by and between Robert Lewis Uccelli, guardian,as lessor, and Nevada Greens, a limited partnership, William N. Pennington, as trustee, and William G. Bennett, as trustee, and related Assignment of Lease. (Incorporated by reference to Exhibit 10(p) to the Company's Registration Statement (No. 33-4475) on Form S-1.) 10(u). Agreement of Purchase, dated March 15, 1985, by and between Denio Brothers Trucking Company, as seller, and the Company, as buyer, and related lease by and between Denio Brothers Trucking Co., as lessor, and Nevada Greens, a limited partnership, William N. Pennington, as trustee, and William G. Bennett, as trustee, and related Assignment of Lease. (Incorporated by reference to Exhibit 10(q) to the Company's Registration Statement (No. 33-4475) on Form S-1.) 10(v). Agreement of Joint Venture, dated as of March 1, 1994, by and among Eldorado Limited Liability Company, Galleon, Inc., and the Company. (Incorporated by reference to Exhibit 10(y) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994.) 10(w). $230 million Credit Agreement, dated May 30, 1995, by and among Circus and Eldorado Joint Venture, the Banks named therein and First Interstate Bank of Nevada, N.A., as Arranger and Administrative Agent. (Incorporated by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1995.) 10(x). Agreement Between Owner and Contractor, dated February 7, 1994, by and between Circus and Eldorado Joint Venture, and Perini Building Company. (Incorporated by reference to Exhibit 10(cc) to the Company's Annual Report of Form 10-K for the year ended January 31, 1994.) 10(y). Interim Casino Operating Agreement, dated as of May 14, 1994, by and among Ontario Casino Corporation as agent of Her Majesty the Queen in Right of Ontario and Windsor Casino Limited and Caesars World, Inc., Circus Circus Enterprises, Inc. and Hilton Hotels Corporation. (Incorporated by reference to Exhibit 10(l) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1994.) 10(z).* Agreement, dated December 16, 1994, between the Company and Terry L. Caudill. (Incorporated by reference to Exhibit 10(cc) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(aa). Purchase and Sale Agreement, dated January 10, 1995, by and between Hacienda Hotel, Inc. and William G. Bennett of the Hacienda Hotel and Casino, and the related Assignment and Consent to Assignment to the Company, dated March 5, 1995. (Incorporated by reference to Exhibit 10(dd) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(bb). Agreement and Plan of Merger, dated March 19, 1995, by and among the Company and M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Gold Strike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation, Incorporated, Gold Strike Finance Company, Inc., Oasis Development Company, Inc., Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to Exhibit 10(ee) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(cc). First Amendment to Agreement and Plan of Merger, dated May 30, 1995, by and among the Company and M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis Development Company, Inc., Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to Exhibit 99.2 of the Schedule 13D of Michael S. Ensign relating to the Company's Common Stock, filed on June 12, 1995.) 10(dd). Exchange Agreement, dated March 19, 1995, by and among the Company and New Way, Inc., a wholly owned subsidiary of the Company, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman and William Ensign. (Incorporated by reference to Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(ee). First Amendment to Exchange Agreement, dated May 30, 1995, by and among the Company and New Way, Inc., a wholly owned subsidiary of the Registrant, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman and William Ensign. (Incorporated by reference to Exhibit 10(d) to the Company's Current Report on Form 8-K dated June 1, 1995.) 10(ff). Registration Rights Agreement, dated as of June 1, 1995, by and among the Company and Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman, William Ensign and Robert J. Verchota. (Incorporated by reference to Exhibit 99.5 of the Schedule 13D of Michael S. Ensign, relating to the Company's Common Stock, filed on June 12, 1995.) 10(gg). Standstill Agreement, dated as of June 1, 1995, by and among the Company and Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon II and Glenn W. Schaeffer. (Incorporated by reference to Exhibit 99.4 of the Schedule 13D of Michael S. Ensign, relating to the Company's Common Stock, filed on June 12, 1995.) 10(hh).* Executive Officer Annual Bonus Plan. (Incorporated by reference to Exhibit 10(hh) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1995.) 10(ii).* Employment Agreement dated June 1, 1995, by and between the Company and Clyde Turner. (Incorporated by reference to Exhibit 10(i) to the Company's Current Report on Form 8-K dated June 1, 1995.) 10(jj).* Employment Agreement dated June 1, 1995, by and between the Company and Michael S. Ensign. (Incorporated by reference to Exhibit 99.3 of the Schedule 13D of Michael S. Ensign, relating to the Company's Common Stock, filed on June 12, 1995.) 10(kk).* Employment Agreement dated June 1, 1995, by and between the Company and Glenn W. Schaeffer. (Incorporated by reference to Exhibit 10(k) to the Company's Current Report on Form 8-K dated June 1, 1995.) 10(ll).* Employment Agreement dated June 1, 1995, by and between the Company and William A. Richardson. (Incorporated by reference to Exhibit 99.3 of the Schedule 13D of William R. Richardson, relating to the Company's Common Stock, filed on June 12, 1995.) 10(mm).* Employment Agreement dated June 1, 1995, by and between the Company and Mike H. Sloan. (Incorporated by reference to Exhibit 10(m) to the Company's Current Report on Form 8-K dated June 1, 1995.) 10(nn).* Employment Agreement dated June 1, 1995, by and between the Company and Kurt D. Sullivan. (Incorporated by reference to Exhibit 10(n) to the Company's Current Report on Form 8-K dated June 1, 1995.) 10(oo).* Employment Agreement dated June 1, 1995, by and between the Company and Antonio C. Alamo. ** 10(pp).* Employment Agreement dated June 1, 1995, by and between the Company and Gregg H. Solomon. ** 10(qq).* Employment Agreement dated June 1, 1995, by and between the Company and Daniel N. Copp. ** 10(rr).* Agreement dated April 15, 1996, by and between the Company and Daniel N. Copp. ** 10(ss). Joint Venture Agreement, dated as of December 18, 1992, between Nevada Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(g) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.) 10(tt). Amendment dated July 15, 1993 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.) 10(uu). Amendment dated October 6, 1994 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.) 10(vv). Amendment dated June 1, 1995 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1995.) 10(ww). Amendment dated February 28, 1996 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P.** 10(xx). Reducing Revolving Loan Agreement, dated as of December 21, 1994, among Victoria Partners, each bank party thereto, The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, and Societe Generale, as Co-agents, and Bank of America National Trust and Savings Association, as Administrative Agent (without Schedules or Exhibits) (the "Victoria Partners Loan Agreement"). (Incorporated by reference to Exhibit 99.2 to Amendment No. 1 on Form 8-K/A to the Current Report on Form 8-K dated December 9, 1994 of Mirage Resorts, Incorporated. Commission File No. 1-6697.) 10(yy). Amendment No. 1 to the Victoria Partners Loan Agreement, dated as of January 31, 1995. (Incorporated by reference to Exhibit 10(uu) to the Annual Report on Form 10-K for the year ended December 31, 1994 of Mirage Resorts Incorporated. Commission File No. 1-6697.) 10(zz). Amendment No. 2 to the Victoria Partners Loan Agreement, dated as of June 30, 1995. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995 of Mirage Resorts, Incorporated. Commission File No. 1-6697.) 10(aaa). Amendment No. 3 to the Victoria Partners Loan Agreement, dated as of July 28, 1995. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995 of Mirage Resorts, Incorporated. Commission File No. 1-6697.) 10(bbb). Amendment No. 4 to the Victoria Partners Loan Agreement, dated as of October 16, 1995. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1995.) 10(ccc). Joint Venture Agreement, dated as of December 9, 1994, between MRGS Corp. and Gold Strike L.V. (without Exhibit) (the "Victoria Partners Venture Agreement"). (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated December 9, 1994 of Mirage Resorts, Incorporated. Commission File No. 1-6697.) 10(ddd). Amendment No. 1 to the Victoria Partners Venture Agreement dated as of April 17, 1995. (Incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1995 of Mirage Resorts, Incorporated. Commission File No. 1-6697.) 10(eee). Amendment No. 2 to the Victoria Partners Venture Agreement dated as of September 25, 1995. (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995 of Mirage Resorts Incorporated. Commission File No. 1-6697.) 10(fff). Amendment No. 3 to the Victoria Partners Venture Agreement dated as of February 28, 1996. ** 10(ggg). Consulting Agreement, dated June 1, 1995, between Circus Circus Casinos, Inc. (a subsidiary of the Company) and Lakeview Company. ** 13. Portions of the Annual Report to Stockholders for the Year Ended January 31, 1996 specifically incorporated by reference as part of this Report. ** 21. Subsidiaries of the Company. ** 23. Consent of Arthur Andersen LLP. (See Page 64) *** 23(b). Consent of Coopers & Lybrand L.L.P. 27. Financial Data Schedule for the year ended January 31, 1996 as required under EDGAR. ** _____________ * This exhibit is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this Report. ** This exhibit was included in the original filing of this Report. *** The page reference is to such page of this reports, as originally filed. Certain instruments with respect to long-term debt have not been filed hereunder or incorporated by reference herein where the total amount of such debt thereunder does not exceed 10% of the consolidated total assets of the Company. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request. (b) During the fourth quarter of the fiscal year ended January 31, 1996, the Company filed no Current Report on Form 8-K. (c) The exhibits required by Item 601 of Regulation S-K filed as part of this Report or incorporated herein by reference are listed in Item 14(a)(3) above, and the exhibits filed herewith are listed on the Index to Exhibits which accompanies this Report. (d) See Item 14(a)(2) of this Report. 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. CIRCUS CIRCUS ENTERPRISES, INC. Dated: March 26, 1997 By:GLENN SCHAEFFER Glenn Schaeffer, President and Chief Financial Officer INDEX TO EXHIBITS FORM 10-K/A (AMENDMENT NO. 2) Fiscal Year Ended January 31, 1996 Exhibit Number 23(b). Consent of Coopers & Lybrand L.L.P. EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation of our report dated January 17, 1997 relating to the financial statements of the Elgin Riverboat Resort-Riverboat Casino (a Joint Venture) as of December 31, 1996 and 1995, and for each of the three years ended December 31, 1996 included (or incorporated by reference) into the filing on Form 10-K/A on or about March 26, 1997, of Circus Circus Enterprises, Inc.'s (the "Company") for the year ended January 31, 1996, into the Company's previously filed Form S-8 Registration Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-29215, 33- 56420 and 33-533303 and to the Company's previously filed Form S- 3 Registration Statements File Nos. 33-65359 and 333-16327. We also consent to the reference to our firm under the caption "Experts". Coopers & Lybrand L.L.P. Chicago, Illinois March 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----