-----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, PkKylMWGnWPhnLfNP1fYSCf/YJRvf68vvhHyVvcwpSY6m/jF6Ucm+W6OAl+7QbDB eVw9gmThNYq57emGtBLf3Q== 0000725549-98-000001.txt : 19980317 0000725549-98-000001.hdr.sgml : 19980317 ACCESSION NUMBER: 0000725549-98-000001 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970131 FILED AS OF DATE: 19980313 SROS: NYSE 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: SEC FILE NUMBER: 001-08570 FILM NUMBER: 98564735 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.1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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. [X] 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 25, 1997 (based upon the last reported sale price on the New York Stock Exchange on such date) was $1,936,961,369. The number of shares of Common Stock, $.01-2/3 par value, outstanding at April 25, 1997: 94,862,033. DOCUMENTS INCORPORATED BY REFERENCE PART II - Portions of the Registrant's Annual Report to Stockholders for the year ended January 31, 1997 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 24, 1997, 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, 1997 as required by Rule 3-09 of Regulation S-X. Item 14 is also amended and restated to include 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 38 through 54 of the 1997 Annual Report which pages are included as part of Exhibit 13 to this Report. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) Year Ended January 31, 1997 (in thousands, except per share amounts) 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total Revenue $352,885 $338,806 $337,990 $304,569 $1,334,250 Income from operations 81,297 24,650 71,185 45,037 222,169 Income before income tax 69,385 12,881 55,659 25,938 163,863 Net income 43,472 7,309 34,813 15,139 100,733 Earnings per share $ .42 $ .07 $ .34 $ .16 $ .99 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 Balance Sheets December 31, 1997 and 1996 ASSETS 1997 1996 Current assets: Cash and cash equivalents $ 36,879,271 $23,469,117 Accounts receivable 80,370 187,041 Inventories 390,275 318,505 Prepaid expenses 1,930,296 1,910,001 Total current assets 39,280,212 25,884,664 Property and equipment, net 89,110,218 96,284,167 Other assets 237,120 965,498 Total assets $128,627,550 $123,134,329 LIABILITIES AND PARTNERS' EQUITY Current liabilities: Accounts payable $ 433,407 434,758 Accrued liabilities 33,286,291 18,707,675 Total current liabilities 33,719,698 19,142,433 Total liabilities 33,719,698 19,142,433 Partners' equity 94,907,852 103,991,896 Total liabilities and partners' equity $128,627,550 $123,134,329 The accompanying notes are an integral part of these financial statements. Statements of Operations for the years ended December 31, 1997, 1996 and 1995 1997 1996 1995 Revenues: Casino $241,943,689 $233,074,809 $203,839,260 Food and beverage 18,550,330 17,148,086 14,301,126 Admissions and other 9,808,754 9,441,806 8,706,203 270,302,773 259,664,701 226,846,589 Less: promotional allowances (18,664,088) (16,243,962) (12,146,655) 251,638,685 243,420,739 214,699,934 Operating expenses: Casino 99,702,338 92,886,998 78,707,606 Food and beverage 6,612,865 7,280,565 7,970,113 General and administrative 37,431,032 24,972,009 10,479,451 Depreciation and amortization 8,528,455 8,216,672 7,899,232 Other operating expenses 10,713,224 10,299,447 8,494,846 162,987,914 143,655,691 113,551,248 Operating income 88,650,771 99,765,048 101,148,686 Other income (expense): Interest income 990,908 300,206 272,850 Interest expense - - (13,010) Loss on asset disposal (225,723) (100,014) - 765,185 200,192 259,840 Net income $ 89,415,956 $ 99,965,240 $101,408,526 The accompanying notes are an integral part of these financial statements. Statements of Partners' Equity for each of the three years ended December 31, 1997 Nevada Landing Partnership RBG, L.P. Total Balance, January 1, 1995 $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 Net income 44,707,978 44,707,978 89,415,956 Distributions to partners (49,250,000) (49,250,000) (98,500,000) Balance, December 31, 1997 $47,453,926 $47,453,926 $ 94,907,852 The accompanying notes are an integral part of these financial statements. Statements of Cash Flows for each of the three years ended December 31, 1997 1997 1996 1995 Cash flows from operating activities: Net income $ 89,415,956 $ 99,965,240 $101,408,526 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,528,455 8,216,672 7,899,232 Net loss from sale of asset 225,723 100,014 - Increase (decrease) in cash attributable to changes in assets and liabilities: Accounts receivable 106,671 (50,225) (43,361) Inventories (71,770) (143,556) (32,634) Prepaid expenses (20,295) 97,659 (477,345) Other assets 728,378 546,359 624,612 Accounts payable (1,351) (241,254) (227,722) Accrued expenses 14,578,616 14,673,505 2,020,900 Net cash provided by operating activities 113,490,383 123,164,414 111,172,208 Cash flows from investing activities: Capital expenditures (1,788,594) (2,593,361) (2,294,242) Proceeds from sale of fixed assets 208,365 51,000 Payments of construction costs payable - - (5,143,500) Net cash used in investing activities (1,580,229) (2,542,361) (7,437,742) Cash flows from financing activities: Distributions to partners (98,500,000) (109,400,000) (93,000,000) Payments on notes payable - (116,119) (7,498,575) Net cash used in provided by financing activities (98,500,000) (109,516,119)(100,498,575) Net increase in cash and cash equivalents 13,410,154 11,105,934 3,235,891 Cash and cash equivalents, beginning of year 23,469,117 12,363,183 9,127,292 Statements of Cash Flows for each of the three years ended December 31, 1997 (continued) 1997 1996 1995 Cash and cash equivalents, end of year $ 36,879,271 $ 23,469,117 $12,363,183 Noncash financing and investing activities: Vendor financing for equipment purchases $ 696,711 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 Notes to Financial Statements 1. Business Elgin Riverboat Resort - Riverboat Casino ("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. 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, was valid for a three year term. The license was renewed on October 21, 1997 for a one-year period. 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: 1997 1996 1995 Admissions and other $ 10,503,250 $ 10,285,198 $ 10,762,515 Food and beverage 8,276,075 6,470,703 3,596,327 $ 18,779,325 $ 16,755,901 $ 14,358,842 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. 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. 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Notes to Financial Statements, continued 2. Summary of Significant Accounting Policies, continued Reclassifications Certain 1995 amounts have been reclassified to conform to the 1996 and 1997 presentation. 3. Property and Equipment: A summary of property and equipment at December 31, 1997 and 1996 is as follows: 1997 1996 Buildings $ 29,070,069 $ 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 27,875,396 26,708,592 Construction in progress 25,655 73,068 Total property and equipment 115,271,942 114,252,551 Less: accumulated depreciation and amortization 26,161,724 17,968,384 Property and equipment, net $ 89,110,218 $ 96,284,167 4. Accrued Liabilities A summary of accrued liabilities at December 31, 1997 and 1996 is as follows: 1997 1996 Accrued "Grand Victoria Foundation" & Kane County donation $ 24,159,571 $ 12,048,872 Accrued payroll, vacation and related taxes 2,254,851 1,872,365 Reserve for slot club redemptions 1,648,114 1,603,346 Accrued rent expense 920,222 932,696 Accrued property taxes 794,015 741,842 Reserve for progressive jackpots 1,838,535 421,373 Unredeemed chip/token liability 589,754 339,848 Notes to Financial Statements, continued 4. Accrued Liabilities, continued 1997 1996 Accrued dealers tips 382,997 338,384 Accrued gaming and sales taxes 257,771 171,243 Kane County Forest Preserve trust agreement 125,000 125,000 Other 315,461 112,706 Total accrued liabilities $ 33,286,291 $ 18,707,675 5. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents approximate fair value because of the short maturity of these instruments. 6. 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. 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% Notes to Financial Statements, continued 6. Leases, continued 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. The remaining unrecovered costs as of December 31, 1997 and 1996 were $913,098 and $1,643,576, respectively, and are included in prepaid expenses and other assets. The future minimum lease commitments under the ground lease as of December 31, 1997 are as follows: 1998 $ 107,195 1999 107,195 2000 107,195 2001 107,195 2002 and thereafter 296,227 Rent expense for the years ended December 31, 1997, 1996 and 1995 were $3,890,851, $3,781,229, and $186,599, respectively. 7. 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 three years ended December 31, 1997, 1996 and 1995, 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. 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 Notes to Financial Statements, continued 7. Commitments, continued 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 6). During 1996, ANOI exceeded the Joint Venture's total investment costs and the Joint Venture began accruing for this donation expense. Donation expense for the years ended December 31, 1997 and 1996 were $23,993,096 and $12,219,654, respectively. 8. Related Party Transactions During 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. 9. Profit Sharing Plan The Joint Venture contributes to a defined contribution plan which provides for contributions in accordance with the plan document. The plans cover substantially all employees. The Joint Venture contributes a set dollar amount to all eligible employees as well as a matching contribution of 25% of employee contributions limited to specified dollar amount as stated in the plan document. Joint Venture contributions to the plan amounted to $293,261 and $211,051 in 1997 and 1996, respectively. Report of Independent Accountants To the Partners of the Elgin Riverboat Resort - Riverboat Casino We have audited the accompanying balance sheets of the Elgin Riverboat Resort - Riverboat Casino ("Joint Venture") as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 1997. 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 as of December 31, 1997 and 1996, and the results of its operations, partners' equity and cash flows for each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Coopers & Lybrand L.L.P. Chicago, Illinois January 21, 1998 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, 1997 and 1996................................................... 38* Consolidated Statements of Income for the three years ended January 31, 1997................................. 39* Consolidated Statements of Cash Flows for the three years ended January 31, 1997........................... 40* Consolidated Statements of Stockholders' Equity for the three years ended January 31, 1997................. 41* Notes to Consolidated Financial Statements............. 42* Report of Independent Public Accountants............... 54* (a)(2) Supplemental Financial Statement Schedules: None. * Refers to page of the Annual Report to Shareholders for the year ended January 31, 1997, 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 November 30, 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). Amendment to Rights Agreement effective as of April 16, 1996, between the Company and First Chicago Trust Company of New York. (Incorporated by reference to Exhibit 4(a) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1996.) 4(c). $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(d). 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. (Incorporated by reference to Exhibit 4(c) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 4(e). Amendment No. 2 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. (Incorporated by reference to Exhibit 4(a) to the Company s Quarterly Report on Form 10-Q for the period ended October 31, 1996.) 4(f). Amendment No. 3 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. (Incorporated by reference to Exhibit 4(b) to the Company s Quarterly Report on Form 10-Q for the period ended October 31, 1996.) 4(g). Amendment No. 4 to the $1.5 Billion Loan Agreement, by and among the Company, the Banks named therein and Wells Fargo Bank, N.A., as administrative agent.** 4(h). 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(i). 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(j). 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(k). 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(l). 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(m). 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(n). 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.) 4(o). Supplemental Indenture, dated as of November 15, 1996, to an indenture dated February 1, 1996, by and between the Company and Wells Fargo Bank (Colorado), N.A., as Trustee, with respect to the Company s 6.70% Senior Notes due November 15, 2096. (Incorporated by reference to Exhibit 4(c) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.) 4(p). 6.70% Senior Notes due February 15, 2096 in the principal amount of $150,000,000. (Incorporated by reference to Exhibit 4(d) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.) 4(q). Indenture, dated November 15, 1996, by and between the Company and Wells Fargo Bank (Colorado), N.A., as Trustee. (Incorporated by reference to Exhibit 4(e) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.) 4(r). Supplemental Indenture, dated as of November 15, 1996, to an indenture dated November 15, 1996, by and between the Company and Wells Fargo Bank (Colorado), N.A., as Trustee, with respect to the Company s 7.0% Senior Notes due November 15, 2036. (Incorporated by reference to Exhibit 4(f) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.) 4(s). 7.0% Senior Notes due February 15, 2036, in the principal amount of $150,000,000. (Incorporated by reference to Exhibit 4(g) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended October 31, 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).* Amended and Restated 1989 Stock Option Plan of the Company, dated April 25, 1997.** 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, dated April 25, 1997.** 10(g).* Amended and Restated 1993 Stock Option Plan of the Company, dated April 25, 1997.** 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). Amended and Restated Credit Agreement, dated as of September 9, 1996, by and among Circus and Eldorado Joint Venture, the Banks named therein and Wells Fargo Bank, N.A., as Arranger and Administrative Agent, and the related Note, Amended and Restated Make-Well Agreement, Amended and Restated Deed of Trust and Subordination and Debt Put Agreement. (Incorporated by reference to Exhibit 10(b)to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1996.) 10(x). Amendment No.1 to the Amended and Restated Credit Agreement of Circus and Eldorado Joint Venture, dated April 4, 1997 and related Amendment No. 1 to the Amended and Restated Deed of Trust.** 10(y). 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(z). 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(aa). 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(bb). 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(cc). 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(dd). 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(ee). 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(ff). Amendment No. 1 to Standstill Agreement, effective April 16, 1996, 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 99.7 of Amendment No. 2 to the Schedule 13D of Michael S. Ensign, relating to the Company s Common Stock, filed on September 5, 1996.) 10(gg).* 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(hh).* 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(ii).* 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(jj).* 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(kk).* 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(ll).* 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(mm).* 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(nn).* Employment Agreement dated June 1, 1995, by and between the Company and Antonio C. Alamo. (Incorporated by reference to Exhibit 10(oo) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(oo).* Employment Agreement dated June 1, 1995, by and between the Company and Gregg H. Solomon. (Incorporated by reference to Exhibit 10(pp) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(pp).* Employment Agreement dated June 1, 1995, by and between the Company and Daniel N. Copp. (Incorporated by reference to Exhibit 10(qq) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(qq).* Agreement dated April 15, 1996, by and between the Company and Daniel N. Copp. (Incorporated by reference to Exhibit 10(rr) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(rr). 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(ss). 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(tt). 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(uu). 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(vv). Amendment dated February 28, 1996 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(ww) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(ww). 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.) (Incorporated by reference to Exhibit 10 (ww) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(xx). 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(yy). 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(zz). 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(aaa). 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(bbb). Amendment No. 5 to the Victoria Partners Loan Agreement dated as of August 1, 1996. (Incorporated by reference to Exhibit 10(a) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1996.) 10(ccc). Amendment No.6 to the Victoria Partners Loan Agreement, dated as of April 12, 1997.** 10(ddd). 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(eee). 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(fff). 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(ggg). Amendment No. 3 to the Victoria Partners Venture Agreement dated as of February 28, 1996. (Incorporated by reference to Exhibit 10(fff) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(hhh). Amendment No. 4 to the Victoria Partners Venture Agreement dated as of May 29, 1996. (Incorporated by reference to Exhibit 10(b) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1996.) 10(iii). Consulting Agreement, dated June 1, 1995, between Circus Circus Casinos, Inc. (a subsidiary of the Company) and Lakeview Company. (Incorporated by reference to Exhibit 10(ggg) to the Company s Annual Report on Form 10-K for the fiscal year ended January 31, 1996.) 10(jjj). Agreement, dated May 30, 1996, with Mirage Resorts, Incorporated regarding the development of certain property in Atlantic City, New Jersey. (Incorporated by reference to Exhibit 10(a) to the Company s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1996.) 10(kkk). Stock Transfer Agreement, dated January 23, 1997, by and between the Company, Windsor Casino Limited, Windsor Casino Supplies Limited and Windsor Casino Financial Limited and Caesars World, Inc., Conrad International Investment Corporation and Hilton Hotels Corporation.** 10(lll).* Description of Consulting Plan adopted June 21, 1996.** 13. Portions of the Annual Report to Stockholders for the Year Ended January 31, 1997 specifically incorporated by reference as part of this Report.** 21. Subsidiaries of the Company.** 23. Consent of Arthur Andersen LLP.** (See page 57.)*** 23(b). Consent of Coopers & Lybrand L.L.P. 27. Financial Data Schedule for the year ended January 31, 1997 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. *** This page reference is to such page of this Report, 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, 1997, 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 11, 1998 By:Glenn Schaeffer Glenn Schaeffer, President and Chief Financial Officer INDEX TO EXHIBITS FORM 10-K/A (AMENDMENT NO. 1) Fiscal Year Ended January 31, 1997 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 21, 1998 relating to the financial statements of the Elgin Riverboat Resort-Riverboat Casino (a Joint Venture) as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997 included (or incorporated by reference) into the filing on Form 10-K/A on or about March 10, 1998, of Circus Circus Enterprises, Inc. (the "Company") for the year ended January 31, 1997, into the Company's previously filed Form S-8 Registration Statements File Nos. 2-91950, 2-93578, 33-18278, 33-29014, 33-39215, 33-56420 and 33-53303 and into 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 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----