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 (Date of earliest event reported): February 20, 2004
MGM MIRAGE
(Exact name of registrant as specified in its charter)
| DELAWARE | 0-16760 | 88-0215232 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 3600 Las Vegas Boulevard South Las Vegas, Nevada |
89109 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(702) 693-7120
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report.)
ITEM 5. OTHER EVENTS
On February 20, 2004, MGM MIRAGE, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”), between the Company and certain of its subsidiaries (the “Subsidiary Guarantors”), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated for itself and as representative of the Underwriters named therein, on the other hand, regarding the sale by the Company and the purchase by such Underwriters of $225,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes Due 2014 (the “Notes”). The Underwriting Agreement is filed as Exhibit 1 to this Current Report. The Notes are being issued pursuant to an Indenture (the “Indenture”), by and among the Company, as issuer, the Subsidiary Guarantors, as guarantors, and U.S. Bank National Association, as Trustee. The Indenture is filed as Exhibit 4.1 to this Current Report. The form of Global Note referenced in the Indenture is filed as Exhibit 4.2 to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following Exhibits are filed herewith as part of this Current Report:
| Exhibit No. |
Description of Document | |
| 1 | Underwriting Agreement, dated February 20, 2004, by and between MGM MIRAGE and the Subsidiary Guarantors, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated for itself and as representative of the Underwriters named therein, on the other hand. | |
| 4.1 | Indenture, by and among MGM MIRAGE, as issuer, the Subsidiary Guarantors, as guarantors, and U.S. Bank National Association, as trustee, dated as of February 27, 2004. | |
| 4.2 | Form of Global Note. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| MGM MIRAGE | ||||
| Date: February 26, 2004 |
By: |
/s/ BRYAN WRIGHT | ||
| Bryan Wright Vice President, Assistant General Counsel and Assistant Secretary | ||||