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): May 8, 2007
MGM MIRAGE
(Exact name of registrant as specified in its charter)
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| DELAWARE
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0-16760
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88-0215232 |
(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 3600 Las Vegas Boulevard South, Las Vegas, Nevada
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89109 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 8.01 OTHER EVENTS
On May 8, 2007, MGM MIRAGE (the “Company”) entered into an Underwriting Agreement with
Citigroup Global Markets Inc., as the representative of the several underwriters named therein, for
the issuance and sale by the Company of $750 million aggregate principal amount of 7.50% Senior
Notes due 2016 (the “Notes”). The Notes were registered under the Securities Act of 1933, as
amended, pursuant to an effective shelf registration statement (Registration Statement No.
333-133925). A copy of the Underwriting Agreement is attached hereto as Exhibit 1, and is
incorporated herein by reference. A copy of the updated computation of ratio of earnings to fixed
charges is filed as Exhibit 12 herewith and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits: |
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1. |
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Underwriting Agreement, dated May 8, 2007, by and between MGM MIRAGE, on
the one hand, and Citigroup Global Markets Inc. for itself and as representative of
the underwriters named therein, on the other hand. |
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12. |
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Computation of Ratio of Earnings to Fixed Charges. |
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.
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MGM MIRAGE
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| Date: May 10, 2007 |
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/s/ Bryan L. Wright
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Name: |
Bryan L. Wright |
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Title: |
Senior Vice President - Assistant General Counsel & Assistant Secretary |
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