-----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, UvUnR0izo3cEZBcK8Dp1lj2B+trlcg5gWSAGMtUsBQoYvayfgbhm99xqcRjfOSrJ +l4J/SN9ZsIgRk9XsnYtoQ== 0000912057-00-014131.txt : 20000411 0000912057-00-014131.hdr.sgml : 20000411 ACCESSION NUMBER: 0000912057-00-014131 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990131 FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANDALAY RESORT GROUP 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-K405/A SEC ACT: SEC FILE NUMBER: 001-08570 FILM NUMBER: 581732 BUSINESS ADDRESS: STREET 1: 3950 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027340410 FORMER COMPANY: FORMER CONFORMED NAME: CIRCUS CIRCUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 10-K405/A 1 FORM 10-K405/A UNITED STATES 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, 1999 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 ------------------------------------------- MANDALAY RESORT GROUP (formerly 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 Identification incorporation or organization) No.) 3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89119 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(702)632-6700 ------------- Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class On Which Registered - ------------------- --------------------------- Common Stock, $.01-2/3 New York Stock Exchange and Par Value Pacific Exchange Common Stock Purchase Rights New York Stock Exchange and Pacific 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 19, 1999 (based upon the last reported sale price on the New York Stock Exchange on such date) was $1,622,116,907. The number of shares of Registrant's Common Stock, $.01-2/3 par value, outstanding at April 19, 1999: 90,258,088. DOCUMENTS INCORPORATED BY REFERENCE PART II - Portions of the Registrant's Annual Report to Stockholders for the year ended January 31, 1999 are incorporated by reference into Items 7 through 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 17, 1999, 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, 1999 as required by Rule 3-09 of Regulation S-X. Through its wholly owned subsidiary, Nevada Landing Partnership, the Company owns a 50% interest in Elgin Riverboat Resort - Riverboat Casino. 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 37 through 53 of the 1999 Annual Report, which pages are included as part of Exhibit 13 to this Report. Year Ended January 31, 1999 (in thousands, except per share amounts)
1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total -------------------------------------------------------------- Revenue $ 356,962 $ 384,661 $ 382,449 $ 355,708 $1,479,780 Income from operations 61,059 66,105 64,257 51,358 242,779 Income before income tax 35,794 40,043 39,289 25,689 140,815 Net income 21,607 25,285 23,716 14,590 85,198 Basic earnings per share $ .23 $ .27 $ .25 $ .16 $ .90 Diluted earnings per share $ .23 $ .27 $ .25 $ .16 $ .90
Year Ended January 31, 1998 (in thousands, except per share amounts)
1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Total -------------------------------------------------------------- Revenue $ 344,098 $ 343,292 $ 341,852 $ 325,245 $1,354,487 Income from operations 82,638 62,747 59,650 31,465 236,500 Income before income tax 59,367 38,876 43,061 6,618 147,922 Net income 37,489 24,488 27,223 708 89,908 Basic earnings per share $ .40 $ .26 $ .29 $ .01 $ .95 Diluted earnings per share $ .39 $ .26 $ .29 $ .01 $ .94
2 Elgin Riverboat Resort - Riverboat Casino Balance Sheets DECEMBER 31, 1999 AND 1998
ASSETS 1999 1998 Current assets: Cash and cash equivalents $43,684,544 $ 34,006,385 Accounts receivable, net of allowance for doubtful accounts of $191,911 at December 31, 1999 690,069 3,722 Inventories 420,586 271,271 Prepaid expenses 1,087,828 1,251,757 ----------- ------------ Total current assets 45,883,027 35,533,135 Property and equipment, net 76,538,358 82,770,290 Other assets 55,400 54,500 ----------- ------------ Total assets $122,476,785 $118,357,925 ============ ============ LIABILITIES AND PARTNERS' EQUITY Current liabilities: Accounts payable $ 392,681 $ 803,668 Accrued liabilities 38,615,364 30,900,933 ------------ ----------- Total current liabilities 39,008,045 31,704,601 ------------ ---------- Total liabilities 39,008,045 31,704,601 Partners' equity 83,468,740 86,653,324 ------------ ------------ Total liabilities and partners' equity $122,476,785 $118,357,925 ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 Elgin Riverboat Resort - Riverboat Casino Statements of Operations FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997 Revenues: Casino $316,840,285 $256,167,427 $241,943,689 Food and beverage 27,157,258 20,433,412 18,550,330 Admissions and other 10,608,140 9,814,091 9,808,754 ----------- ----------- ----------- 354,605,683 286,414,930 270,302,773 Less: promotional allowances (27,197,384) (20,214,157) (18,664,088) ----------- ----------- ----------- 327,408,299 266,200,773 251,638,685 ----------- ----------- ----------- Operating expenses: Casino 168,220,654 134,456,692 99,702,338 Food and beverage 6,379,957 6,924,198 6,612,865 General and administrative 39,378,146 32,706,338 37,431,032 Depreciation and amortization 9,111,407 9,159,722 8,528,455 Other operating expenses 14,080,875 13,768,135 10,713,224 ----------- ----------- ----------- 237,171,039 197,015,085 162,987,914 ----------- ----------- ----------- Operating income 90,237,260 69,185,688 88,650,771 ----------- ----------- ----------- Other income (expense): Interest income 1,029,656 1,002,700 990,908 Gain (loss) on asset disposal 48,500 (242,916) (225,723) ----------- ----------- ----------- 1,078,156 759,784 765,185 ----------- ----------- ----------- Net income $91,315,416 $69,945,472 $89,415,956 =========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 Elgin Riverboat Resort - Riverboat Casino Statements of Partners' Equity FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 1999
LANDING PARTNERSHIP RBG, L.P. TOTAL Balance, January 1, 1997 $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 Net income 34,972,736 34,972,736 69,945,472 Distributions to partners (39,100,000) (39,100,000) (78,200,000) ----------- ---------- ---------- Balance, December 31, 1998 43,326,662 43,326,662 86,653,324 Net income 45,657,708 45,657,708 91,315,416 Distributions to partners (47,250,000) (47,250,000) (94,500,000) ---------- ---------- ---------- Balance, December 31, 1999 $41,734,370 $41,734,370 $83,468,740 ========== ========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 Elgin Riverboat Resort - Riverboat Casino Statements of Cash Flows FOR EACH OF THE THREE YEARS ENDED DECEMBER 31, 1999
1999 1998 1997 Cash flows from operating activities: Net income $91,315,416 $69,945,472 $89,415,956 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 9,111,407 9,159,722 8,528,455 Net (gain) loss from sale of asset (48,500) 242,916 225,723 Increase (decrease) in cash attributable to changes in assets and liabilities: Accounts receivable (686,347) 76,648 106,671 Inventories (149,315) 119,004 (71,770) Prepaid expenses 163,929 678,539 (20,295) Other assets (900) 182,620 728,378 Accounts payable (410,987) 370,261 (1,351) Accrued expenses 7,714,431 (2,385,358) 14,578,616 ----------- ----------- ----------- Net cash provided by operating activities 107,009,134 78,389,824 113,490,383 ----------- ----------- ----------- Cash flows from investing activities: Capital expenditures (2,879,475) (3,063,911) (1,788,594) Proceeds from sale of fixed assets 48,500 1,201 208,365 ----------- ----------- ----------- Net cash used in investing activities (2,830,975) (3,062,710) (1,580,229) Cash flows from financing activities: Distributions to partners (94,500,000) (78,200,000) (98,500,000) ----------- ----------- ----------- Net cash used in financing activities (94,500,000) (78,200,000) (98,500,000) ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents 9,678,159 (2,872,886) 13,410,154 Cash and cash equivalents, beginning of year 34,006,385 36,879,271 23,469,117 ----------- ----------- ----------- Cash and cash equivalents, end of year $43,684,544 $34,006,385 $36,879,271 =========== =========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6 ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO 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. Subsequent to the initial three-year term, the license has been renewed for one-year periods on an annual basis. 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:
1999 1998 1997 Admissions and other $ 9,843,693 $10,705,450 $10,503,250 Food and beverage 13,788,717 10,013,585 8,276,075 ----------- ----------- ----------- $23,632,410 $20,719,035 $18,779,325 =========== =========== ===========
Cash and Cash Equivalents The Joint Venture considers all highly liquid investments purchased with an original 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. 7 ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO 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 2-7 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. Reclassifications Certain 1998 footnote disclosure amounts have been reclassified to conform with 1999 presentation. 8 ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO NOTES TO FINANCIAL STATEMENTS, CONTINUED 3. Property and Equipment: A summary of property and equipment at December 31, 1999 and 1998 is as follows:
1999 1998 Buildings $29,070,069 $29,070,069 Riverboat 52,799,655 52,799,655 Land improvements 5,517,891 5,517,891 Furniture, fixtures and equipment, gaming and computer equipment 33,411,141 30,569,402 Construction in progress 33,228 - ------------ ------------ Total property and equipment 120,831,984 117,957,017 Less: accumulated depreciation and amortization 44,293,626 35,186,727 ------------ ------------ Property and equipment, net $ 76,538,358 $ 82,770,290 ============ ============
4. Accrued Liabilities A summary of accrued liabilities at December 31, 1999 and 1998 is as follows:
1999 1998 Accrued "Grand Victoria Foundation" & Kane County donation $24,394,158 $19,177,996 Accrued payroll, vacation and related taxes 2,355,796 2,761,299 Reserve for slot club redemptions 2,570,533 2,347,360 Accrued rent expense 1,180,221 762,308 Accrued property taxes 750,000 828,727 Reserve for progressive jackpots 3,137,545 1,989,831 Unredeemed chip/token liability 651,214 564,805 Accrued employees' tips 244,025 417,443 Accrued gaming and sales taxes 477,264 288,840 Kane County Forest Preserve trust agreement 125,000 125,000 Accrued liability insurance 570,901 117,488 Accrued audit and legal 205,100 60,471 Unclaimed property liability 149,671 100,005 Other 1,803,936 1,359,360 ----------- ----------- Total accrued liabilities $38,615,364 $30,900,933 =========== ===========
9 ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO NOTES TO FINANCIAL STATEMENTS, CONTINUED 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 initial 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. 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. 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, 1998 was $182,620. No amounts remained as of December 31, 1999. The future minimum lease commitments under the ground lease as of December 31, 1999 are as follows: 2000 107,195 2001 107,195 2002 107,195 2003 107,195 2004 81,938
Rent expense for the years ended December 31, 1999, 1998 and 1997 were $3,931,310, $3,039,686, and $3,890,851, 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, 1999, 1998 and 1997, the Joint Venture has paid amounts in excess of the guarantee. 10 ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO NOTES TO FINANCIAL STATEMENTS, CONTINUED 7. Commitments, continued 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 development programs in the region. The total commitment is equal to 20% of adjusted net operating income ("ANOI"), as defined. This commitment must be paid within 120 days of the end of the fiscal year for which it has been calculated. Donation expense for the years ended December 31, 1999, 1998, and 1997 were $24,394,158, $19,177,996 and $23,993,096, respectively. 8. Related Party Transactions Employment expenses for certain key Joint Venture employees are paid by one of the Joint Venture Partners. 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. The Joint Venture expensed contributions in the amount of $404,175, $392,740 and $293,261 in 1999, 1998 and 1997, respectively. 11 Report of Independent Accountants To the Partners of the Elgin Riverboat Resort - Riverboat Casino In our opinion, the accompanying balance sheets and the related statements of operations, partners' equity and cash flows present fairly, in all material respects, the financial position of Elgin Riverboat Resort - Riverboat Casino ("Joint Venture") at December 31, 1999 and 1998, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. 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 of these statements in accordance with auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP January 14, 2000 12 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a)(1) Consolidated Financial Statements: MANDALAY RESORT GROUP AND SUBSIDIARIES (formerly known as Circus Circus Enterprises, Inc.)
PAGE ---- Consolidated Balance Sheets as of January 31, 1999 and 1998 .................................................................. 38* Consolidated Statements of Income for the three years ended January 31, 1999 ................................................ 39* Consolidated Statements of Cash Flows for the three years ended January 31, 1999 .......................................... 40* Consolidated Statements of Stockholders' Equity for the three years ended January 31, 1999 ................................ 41* Notes to Consolidated Financial Statements ............................... 42* Report of Independent Public Accountants ................................. 55* (a)(2) Supplemental Financial Statement Schedules: None. ELGIN RIVERBOAT RESORT - RIVERBOAT CASINO Balance Sheets as of December 31, 1999 and 1998 .......................... 3** Statements of Operations for the three years ended December 31, 1999 ........................................................ 4** Statements of Partners' Equity for each of the three years ended December 31, 1999 ............................................ 5** Statements of Cash Flows for each of the three years ended December 31, 1999 .................................................. 6** Notes to Financial Statements ............................................ 7** Report of Independent Accountants ........................................ 12**
- ----------------- * Refers to page of the Annual Report to Stockholders for the year ended January 31, 1999, the incorporated portions of which are included as Exhibit 13 to this Report. ** Refers to page in this amendment. 13 (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 April 30, 1999. 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). Amended and Restated $2.0 Billion Loan Agreement, dated as of May 23, 1997, 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 the related Subsidiary Guarantee dated May 23, 1997, of the Company's subsidiaries named therein. (Incorporated by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1997.) 4(d). Amendment No. 1 to Amended and Restated $2.0 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 for the quarterly period ended October 31, 1997.)
14 4(e). Amendment No. 2 to the $2.0 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 quarterly period ended April 30, 1998.) 4(f). 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(g). 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(h). Interest Rate Cap Agreement, dated October 20, 1997, between the Company and Morgan Guaranty Trust Company of New York. (Incorporated by reference to Exhibit 4(f) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 4(i). Interest Rate Cap Agreement, dated January 13, 1998, between the Company and Morgan Guaranty Trust Company of New York. (Incorporated by reference to Exhibit 4(h) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 4(j). Grid Promissory Note, dated October 17, 1997, between the Company and Lyon Short Term Funding Corp. (Incorporated by reference to Exhibit 4(g) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 4(k). Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company and Merrill Lynch Money Markets Inc. (Incorporated by reference to Exhibit 4(b) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 4(l). Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company and BancAmerica Robertson Stephens. (Incorporated by reference to Exhibit 4(c) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.)
15 4(m). Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company and Credit Suisse First Boston Corporation. (Incorporated by reference to Exhibit 4(d) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 4(n). Issuing and Paying Agency Agreement, dated October 9, 1997, between the Company and The Chase Manhattan Bank. (Incorporated by reference to Exhibit 4(e) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 4(o). 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(p). 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(q). 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(r). 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(s). 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(t). 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.)
16 4(u). 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(v). 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(w). 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.) 4(x). Instrument of Joinder, dated May 31, 1998, by Mandalay Corp., pursuant to the Subsidiary Guaranty dated as of May 23, 1997, with respect to the Amended and Restated $2.0 Billion Loan Agreement, in favor of 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 quarterly period ended July 31, 1998.) 4(y). Indenture dated November 20, 1998, by and between the Company and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.) 4(z). Supplemental Indenture, dated November 20, 1998, by and between the Company and The Bank of New York, as Trustee, with respect to the Company's 9-1/4% Senior Subordinated Notes due December 1, 2005. (Incorporated by reference to Exhibit 4(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.) 4(aa). 9-1/4% Senior Subordinated Notes due December 1, 2005 in the principal amount of $275,000,000. (Incorporated by reference to Exhibit 4(c) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.)
17 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. (Incorporated by reference to Exhibit 10 to the Post Effective Amendment No. 4 to the Company's Registration Statement (No. 33-39215) on Form S-8.) 10(e).* Amended and Restated 1991 Stock Incentive Plan of the Company. (Incorporated by reference to Exhibit 10 to the Post Effective Amendment No. 3 to the Company's Registration Statement (No. 33-56420) on Form S-8.) 10(f).* Amended and Restated 1993 Stock Option Plan of the Company. (Incorporated by reference to Exhibit 10 to the Post Effective Amendment No. 2 to the Company's Registration Statement (No. 33-53303) on Form S-8.) 10(g).* 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(h).* 1998 Stock Option Plan. (Incorporated by reference to Exhibit 4(g) to the Company's Registration Statement (No.333-51073) on Form S-8.) 10(i). 1999 Non-employee Directors Stock Option Plan. 10(j).* 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(k). 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.)
18 10(l). 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(m). 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(n). 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(o). 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(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.)
19 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 November 25, 1997, by and among Circus and Eldorado Joint Venture, the Banks named therein and Bank of America National Trust and Savings Association as Administrative Agent, and the related Note, Amended and Restated Make-Well Agreement and Amended and Restated Deed of Trust. (Incorporated by reference to Exhibit 4(h) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 10(x). 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(y). 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,
20 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(z). 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(aa). 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(bb). 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(cc). 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(dd). 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(ee).* 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.)
21 10(ff).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and Clyde Turner. (Incorporated by reference to Exhibit 10(ee) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(gg).* Agreement and Release dated January 17, 1998, by and between the Company and Clyde Turner. (Incorporated by reference to Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(hh).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and Michael S. Ensign. (Incorporated by reference to Exhibit 10(gg) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(ii).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and Glenn W. Schaeffer. (Incorporated by reference to Exhibit 10(hh) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(jj).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and William A. Richardson. (Incorporated by reference to Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(kk).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and Antonio C. Alamo. (Incorporated by reference to Exhibit 10(kk) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(ll).* Amendment and Restatement of Employment Agreement dated November 1, 1997, by and between the Company and Gregg H. Solomon. (Incorporated by reference to Exhibit 10(ll) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(mm). 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(nn). 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.)
22 10(oo). 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(pp). Amendment dated June 1, 1995 to the Joint Venture Agreement between Nevada Landing Partnership and RBG, J.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(qq). 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(rr). 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(ss). 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(tt). 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(uu). 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.)
23 10(vv). 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(ww). 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(xx). Amendment No.6 to the Victoria Partners Loan Agreement, dated as of April 12, 1997. (Incorporated by reference to Exhibit 10(ccc) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1997.) 10(yy). 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(zz). 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(aaa). 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(bbb). 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(ccc). 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.)
24 10(ddd). 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(eee). Letter agreement between the Company and Atwater Casino Group, L.L.C., and related Executive Summary. (Incorporated by reference to Exhibit 10(a) to the Company's Amendment on Form 10-Q/A dated August 1, 1997.) 10(fff). Operating Agreement, dated October 7, 1997, by and between Circus Circus Michigan, Inc. and Atwater Casino Group, L.L.C. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report for the quarterly period ended October 31, 1997.) 10(ggg). Amended and Restated Development Agreement, dated as of April 9, 1998, by and among Detroit Entertainment, L.L.C., the City of Detroit and the Economic Development Corporation of the City of Detroit for the City of Detroit Casino Development Project. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1998.) 10(hhh). First Amendment to the Amended and Restated Development Agreement, dated as of April 9, 1998, by and among Detroit Entertainments, L.L.C., the City of Detroit and the Economic Development Corporation of the City of Detroit for the City of Detroit Casino Development Project. (Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1998.) 10(iii). Hotel Pre-opening Services Agreement, dated as of January 1, 1997, by and among the Company and Four Seasons Hotels Limited. (Incorporated by reference to Exhibit 10(kkk) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(jjj). Hotel Management Agreement, dated as of March 10, 1998, by and among the Company, Mandalay Corp. and Four Seasons Hotel Limited. (Incorporated by reference to Exhibit 10(lll) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.)
25 10(kkk). Hotel License Agreement, dated as of March 10, 1998, by and among Mandalay Corp. and Four Seasons Hotel Limited. (Incorporated by reference to Exhibit 10(mmm) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998.) 10(lll). Lease Intended As Security, dated October 30, 1998, among Circus Circus Leasing, Inc., as lessee; the Company, as guarantor; First Security Bank, National Association, as Trustee, the Banks named therein and Bank of America National Trust and Savings Association, as administrative agent for the Banks. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.) 10(mmm). Guaranty, dated October 30, 1998, by the Company in favor of First Security Bank, National Association, as Trustee, and the Banks named therein. (Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.) 10(nnn).* Circus Circus Enterprises, Inc. Supplemental Executive Retirement Plan. (Incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.) 13. Portions of the Annual Report to Stockholders for the Year Ended January 31, 1999 specifically incorporated by reference as part of this Report. 21. Subsidiaries of the Company. 23. Consent of Arthur Andersen LLP. 23(b) Consent of PricewaterhouseCoopers LLP 27. Financial Data Schedule for the year ended January 31, 1999 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. 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. 26 (b) During the fourth quarter of the fiscal year ended January 31, 1999, 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. 27 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. MANDALAY RESORT GROUP (formerly Circus Circus Enterprises, Inc.) Dated: March 23, 2000 By: GLENN SCHAEFFER ---------------------------------- Glenn Schaeffer, President, Chief Financial Officer and Treasurer 28 INDEX TO EXHIBITS FORM 10-K/A Fiscal Year Ended January 31, 1999
Exhibit Number - ------- 23(b). Consent of PricewaterhouseCoopers LLP.
29 EX-23.B 2 EXHIBIT 23(B) Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation of our report dated January 14, 2000 relating to the financial statements of the Elgin Riverboat Resort-Riverboat Casino as of December 31, 1999 and 1998, and for each of the three years in the period ended December 31, 1999 included (or incorporated by reference) into the filing on Form 10-K/A on or about March 29, 2000, of Mandalay Resort Group (the "Company") for the year ended January 31, 1999, 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, 33-53303 and 333-51073 and into the Company's previously filed Form S-3 Registration Statement File No. 333-60975. PricewaterhouseCoopers LLP March 27, 2000 -----END PRIVACY-ENHANCED MESSAGE-----