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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): May 9, 2006
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 5.02(d). Election of Directors.
Item 7.01. Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EX-99


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Item 5.02(d). Election of Directors.
          On May 9, 2006, the Board of Directors of MGM MIRAGE, a Delaware corporation (the “Company”), appointed Anthony Mandekic as a new director of the Company to serve as a member of the Company’s Board of Directors until the Company’s next annual meeting or until his successor is elected and qualified. At this time, Mr. Mandekic does not serve on any of the committees of the Board of Directors of the Company.
          Mr. Mandekic currently serves as the Secretary/Treasurer of Tracinda Corporation, a corporation wholly-owned by Kirk Kerkorian, and has held such position since Tracinda Corporation’s inception in 1976. Since 1989, Mr. Mandekic has also been the Chief Financial Officer and a Director of the Lincy Foundation, a charitable organization founded by Mr. Kerkorian. Mr. Mandekic is a graduate of the University of Southern California with a bachelor’s degree in Science-Accounting and is a Certified Public Accountant.
          There is no arrangement or understanding between Mr. Mandekic and any other persons pursuant to which he was appointed as a director of the Company. Furthermore, Mr. Mandekic is not currently engaged, and has not been engaged during the last fiscal year, in any related transaction with the Company within the meaning of Section 404(a) of Regulation S-K, except in his capacity as an officer of Tracinda Corporation. The description of the transactions between Tracinda Corporation and the Company, for the purposes of Section 404(a) of Regulation S-K, was previously reported in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “Commission”) on April 3, 2006, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
          The following information set forth in this Item 7.01 of this Form 8-K, including the text of the press release, attached as Exhibit 99 to this Form 8-K, is being furnished to, but not filed with, the Commission.
          On May 12, 2006, in connection with the election of Mr. Mandekic as a director of the Company, the Company issued a press release, a copy of which is attached as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a)      Not applicable.
(b)      Not applicable.
(c)      Exhibits:
         
       
    No.   Description
 
       
 
  99 *   Text of the press release of the Company dated May 12, 2006.
 
       
 
  *   Exhibit 99 is being furnished to the Commission pursuant to Item 7.01 and shall not be deemed filed with the Commission, nor shall it be deemed incorporated by reference in any filing with the Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

 


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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: May 12, 2006  By:   /s/ Bryan L. Wright    
    Name:   Bryan L. Wright   
    Title:   Senior Vice President, Assistant General Counsel
and Assistant Secretary 
 
 

 


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INDEX TO EXHIBITS
     
   
No.   Description
 
   
99*
  Text of the press release of the Registrant dated May 12, 2006.
 
   
*
  Exhibit 99 is being furnished to the Commission pursuant to Item 7.01 and shall not be deemed filed with the Commission, nor shall it be deemed incorporated by reference in any filing with the Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.