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UNITED STATES
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): October 17, 2007
MGM MIRAGE
(Exact name of registrant as specified in its charter)
         
DELAWARE
(State or other jurisdiction
of incorporation or organization) 		  0-16760
(Commission File Number) 		  88-0215232
(I.R.S. Employer
Identification No.)
     
3600 Las Vegas Boulevard South, Las Vegas, Nevada
(Address of Principal Executive Offices) 		  89109
(Zip Code)
(702) 693-7120
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
INDEX TO EXHIBITS
EX-10.1

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ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
On October 17, 2007, MGM MIRAGE, a Delaware corporation (the “Company”), and Infinity World Investments LLC, an affiliate of Dubai World, entered into Amendment No. 1 (“Amendment No. 1”) to the Company Stock Purchase and Support Agreement, dated August 21, 2007 and filed as an exhibit to the Company’s Current Report on Form 8-K dated August 21, 2007 (“August 8-K”). The Company and Infinity World Investments LLC entered into Amendment No. 1 to clarify that Infinity World Investment LLC’s conditional right to participate on a pro-rata basis in future share offerings by the Company will not apply to any issuance of common stock or other securities by the Company pursuant to an Employee Benefit Plan (as defined in Rule 405 of the Securities Act of 1933) approved by the stockholders of the Company.
As previously reported in the August 8-K, on August 21, 2007, Mirage Resorts, Incorporated, a wholly owned subsidiary of the Company, and Dubai World entered into a Limited Liability Company Agreement of CityCenter Holdings, LLC, a joint venture entity to be created in connection with the CityCenter development. The August 8-K is incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 18, 2007, the Company issued directly to Infinity World Investments LLC 14.2 million shares of the Company’s common stock (the “Subject Shares”) at an aggregate purchase price of approximately $1.19 billion, or $84.00 per share. The Subject Shares were issued and sold to Infinity World Investments LLC pursuant to the terms and conditions of the Company Stock Purchase and Support Agreement, as amended by Amendment No. 1. The Subject Shares were issued in a private placement by the Company to Infinity World Investment LLC in reliance on an exemption from the registration requirements provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Not applicable.
 
  (d)   Exhibits:
  10.1   Amendment No. 1, dated October 17, 2007, to the Company Stock Purchase and Support Agreement by and between MGM MIRAGE and Infinity World Investments, LLC.

 

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  MGM MIRAGE
  		 
Date: October 23, 2007  By:   /s/ Bryan L. Wright    
    Name:   Bryan L. Wright   
    Title:   Senior Vice President — Assistant General
Counsel & Assistant Secretary  		 

 

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INDEX TO EXHIBITS
     
No.   Description
 
   
10.1
  Amendment No. 1, dated October 17, 2007, to the Company Stock Purchase and Support Agreement by and between MGM MIRAGE and Infinity World Investments, LLC.

 

 

Exhibit 10.1
AMENDMENT NO. 1
TO
THE COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT
     This Amendment No.1 (this “Amendment”), dated as of October 17, 2007 (the “Amendment Effective Date”), to the Company Stock Purchase and Support Agreement is entered into by and among MGM MIRAGE, a Delaware corporation (the “Company”) and INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (“Infinity World”).
RECITALS
     WHEREAS, the Company and Infinity World entered into that certain Company Stock Purchase and Support Agreement (the “Agreement”), dated August 21, 2007, with respect to the subject matters set forth therein; and
     WHEREAS, the Company and Infinity World desire to amend the Agreement as set forth in this Amendment.
     NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1 Defined Terms. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Agreement (as amended hereby).
Section 2 Amendment to the Agreement. Effective as of the Amendment Effective Date, the Agreement is hereby amended by adding the phrase “and other than with respect to shares of Common Stock or other securities issued or issuable under an Employee Benefit Plan (as defined in Rule 405 of the Securities Act of 1933) approved by the stockholders of the Company” immediately after the phrase “terms and conditions specified in this Section 3.1” in the first sentence of Section 3.1 of the Agreement.
Section 3. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties under the Agreement. This Amendment shall apply and be effective only with respect to the provisions of the Agreement specifically referred to herein. On and after the Amendment Effective Date, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, shall be deemed a reference to the Agreement as amended hereby.
Section 4. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

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Section 5. Counterparts. This Amendment may be executed in two or more counterparts (including by facsimile or similar means of electronic communication), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[signature pages follow]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Company Stock Purchase and Support Agreement as of the date first written above.
         
  MGM MIRAGE
  		 
  /s/ Bryan L. Wright    
  Name:   Bryan L. Wright   
  Title:   Senior Vice President — Assistant
General Counsel & Assistant Secretary  		 
 
  INFINITY WORLD INVESTMENTS LLC
  		 
  /s/ Chris O’Donnell    
  Name:   Chris O’Donnell   
  Title:   Chief Executive Officer   
 

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