-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jzwv1vRhTCdNo4ZYIxdD3fGaQLv+WF2wG5vugM+pKc/DXLUPNSW9EMPUnhG5HjYk /xw0zmhvDoimaifFCPkZiQ== 0000898430-94-000501.txt : 19940720 0000898430-94-000501.hdr.sgml : 19940720 ACCESSION NUMBER: 0000898430-94-000501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940718 ITEM INFORMATION: Other events FILED AS OF DATE: 19940718 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCUS CIRCUS ENTERPRISES INC CENTRAL INDEX KEY: 0000725549 STANDARD INDUSTRIAL CLASSIFICATION: 7990 IRS NUMBER: 880121916 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08570 FILM NUMBER: 94539139 BUSINESS ADDRESS: STREET 1: 2880 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027340410 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 18, 1994 Date of earliest event reported: July 14, 1994 CIRCUS CIRCUS ENTERPRISES, INC. ------------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 1-8570 88-0121916 - - ----------------------- ----------------------- ----------------------- (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109-1120 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 734-0410 ---------------------------------------------------------- (Registrant's telephone number, including area code) - - -------------------------------------------------------------------------------- (former name or former address, if changed since last report) Item 5. Other Events. ------------ On July 14, 1994 the Board of Directors of Circus Circus Enterprises, Inc. (the "Company") declared a dividend of one common stock purchase right (the "Rights") for each share of common stock, $.01 2/3 par value per share (the "Common Shares"), of the Company outstanding at the close of business on August 15, 1994 (the "Record Date"). Each Right entitles the registered holder thereof, after the Rights become exercisable and until August 15, 2004 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one Common Share at a price of $125 per share, subject to certain antidilution adjustments (the "Purchase Price"). The Rights will be represented by the Common Share certificates and will not be exercisable or transferable apart from the Common Shares until the earlier of (i) ten (10) days following a public announcement that a Person or group of affiliated or associated Persons has become an Acquiring Person (a Person or group of affiliated or associated Persons who has acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the Common Shares), or (ii) ten (10) days after a Person or group commences, or announces an intention to commence, a tender or exchange offer, the consummation of which would result in the beneficial ownership by a Person or group of 10% or more of the Common Shares (including any such date which is after the date of the Rights Agreement and prior to the issuance of the Rights; the earlier of (i) and (ii) being called the "Distribution Date"). Separate certificates representing the Rights will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date. The Rights will first become exercisable on the Distribution Date, unless earlier redeemed or exchanged, and may then begin trading separately from the Common Shares. The Rights will at no time have any voting rights. In the event that a Person becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate of an Acquiring Person and the Common Shares were not changed or exchanged, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of one Right. With certain exceptions, in the event that the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the exercise price of one Right. At any time after a Person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors may cause the Company to acquire the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, in exchange for that number of Common Shares having an aggregate value equal to the Spread (the excess of the value of the Common Shares issuable upon exercise of a Right after a Person becomes an Acquiring Person over the Purchase Price) per Right (subject to adjustment). The Rights may be redeemed in whole, but not in part, at a price of $.01 per Right (the "Redemption Price") by the Board of Directors at any time prior to the close of business on the first date of public announcement that a Person or group has become an Acquiring Person. Under certain 2 circumstances set forth in the Rights Agreement, the decision to redeem shall require the concurrence of a majority of the Continuing Directors (as defined below). Immediately upon the action of the Board of Directors of the Company electing to redeem the Rights, the Company shall make an announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The term "Continuing Directors" means any member of the Board of Directors of the Company who was a member of the Board prior to the time that any Person becomes an Acquiring Person, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of the Continuing Directors. Continuing Directors do not include an Acquiring Person, or an affiliate or associate of an Acquiring Person, or any representative of the foregoing. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares or convertible securities at less than the current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in the Common Shares) or of subscription rights or warrants (other than those referred to above). No adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and in lieu thereof, a payment in cash will be made based on the market price of the Common Shares on the last trading date prior to the date of exercise. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends. Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company prior to the Distribution Date. After the Distribution Date, the Company and the Rights Agent may amend or supplement the Rights Agreement without the approval of any holders of Right Certificates to cure any ambiguity, to correct or supplement any provision contained therein which may be defective or inconsistent with any other provisions therein, to shorten or lengthen any time period under the Rights Agreement (so long as, under certain circumstances, a majority of Continuing Directors approve such shortening or lengthening) or so long as the interests of the holders of Right Certificates (other than an Acquiring Person or an affiliate or associate of an Acquiring Person) are not adversely affected thereby, and to make any other provisions in regard to matters or questions arising thereunder which the Company and the Rights Agent may deem necessary or desirable, including but not limited to extending the Final Expiration Date. The Company may at any time prior to such time as any Person becomes an Acquiring Person amend the Rights Agreement to change the thresholds described 3 above to not less than the greater of (i) any percentage greater than the largest percentage of the outstanding Common Shares then known by the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%. One Right will be distributed to stockholders of the Company for each Common Share owned of record by them on August 15, 1994. As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all such shares will have attached Rights. The Rights will cause substantial dilution to a person or group that acquires 10% or more of the Company's stock on terms not approved by the Company's Board of Directors. The Rights should not interfere with any merger or other business combination approved by the Board of Directors prior to the time that a Person or group has become an Acquiring Person as the Rights may be redeemed by the Company at $.01 per Right prior to such time. The text of the press release announcing the declaration of the Rights is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Rights is qualified by reference to such exhibit. Item 7. Exhibits. -------- 99. Text of Press Release, dated July 14, 1994. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CIRCUS CIRCUS ENTERPRISES, INC. Dated: July 18, 1994 By: /s/ Clyde T. Turner ------------------------------------------------ Clyde T. Turner Chairman and Chief Executive Officer 5 EXHIBIT INDEX 99. Text of Press Release dated July 14, 1994. 6 EX-99 2 PRESS RELEASE EXHIBIT 99 CIRCUS CIRCUS NEWS ENTERPRISES, INC. FOR IMMEDIATE RELEASE Contact: Dan Copp (702) 734-0410 Ext. 3900 CIRCUS CIRCUS ENTERPRISES, INC. DECLARES DIVIDEND DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS LAS VEGAS, NEVADA. - July 14, 1994 - The Board of Directors of Circus Circus Enterprises, Inc. today declared a dividend distribution of one Common Stock Purchase Right on each outstanding share of Circus Circus common stock. Each Right will entitle shareholders to buy one newly-issued share of the Company's common stock at an exercise price of $125.00. The Rights will be exercisable if a person or group acquires 10% or more of Circus Circus common stock or announces a tender offer for 10% or more of the common stock. The Circus Circus Board will be entitled to redeem the Rights at $0.01 per Right at any time before a person has acquired 10% or more of the outstanding common stock. The Rights are designed to assure that all Circus Circus shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of Circus Circus without paying all shareholders a control premium. If a person acquires 10% or more of the outstanding common stock of Circus Circus, each Right will entitle its holder to purchase, at the Right's exercise price, a number of common shares of Circus Circus having a market value at that time of twice the Right's exercise price. Rights held by the 10% holder will become void and will not be exercisable to purchase shares at the bargain purchase price. If Circus Circus is acquired in a merger or other business combination transaction, which has not been approved by the Board of Directors, each Right will entitle its holder to purchase, ... More CIRCUS DECLARES DIVIDEND DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS July 14, 1994 Page Two at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price. "The Rights are intended to enable all Circus Circus shareholders to realize the long-term value of their investment in Circus Circus. They do not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board of Directors prior to attempting a takeover," said Clyde Turner, Chairman and Chief Executive Officer of Circus Circus. The dividend distribution will be payable to shareholders of record on August 15, 1994. The Rights will expire in ten years. The Rights distribution is not taxable to shareholders. # # # -----END PRIVACY-ENHANCED MESSAGE-----