-----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, UztRZXa42+gq2O+sIM+nBrjWEQneVudW7btKgnIoMcBmnQum2QmqQOq/0jG6w5Ur CoJRFPvM3uIXWApFmIkVtg== 0000898430-96-004211.txt : 19960906 0000898430-96-004211.hdr.sgml : 19960906 ACCESSION NUMBER: 0000898430-96-004211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960905 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIRCUS CIRCUS ENTERPRISES INC 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35737 FILM NUMBER: 96626146 BUSINESS ADDRESS: STREET 1: 2880 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027340410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENSIGN MICHAEL S CENTRAL INDEX KEY: 0000946468 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 530309941 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2880 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 2138917506 MAIL ADDRESS: STREET 1: 2880 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* CIRCUS CIRCUS ENTERPRISES, INC. (Name of Issuer) COMMON STOCK, $.01 2/3 PAR VALUE (Title of Class of Securities) 172909 10 3 (CUSIP Number) Michael S. Ensign with a copy to: Vice Chairman and Mary Ellen Kanoff, Esq. Chief Operating Officer Latham & Watkins Circus Circus Enterprises, Inc. 633 West Fifth Street 2880 Las Vegas Blvd., South Suite 4000 Las Vegas, Nevada 89109 Los Angeles, California 90071 (702) 794-3806 (213) 485-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 172909 10 3 PAGE 2 OF ___ PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF PERSON 1 MICHAEL S. ENSIGN - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 5 IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 UNITED STATES - ------------------------------------------------------------------------------ NUMBER OF SOLE VOTING POWER 7 SHARES 6,501,933 BENEFICIALLY ------------------------------------------------------- SHARED VOTING POWER OWNED BY 8 N/A EACH ------------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER 9 PERSON 6,501,933 WITH ------------------------------------------------------- SHARED DISPOSITIVE POWER 10 N/A - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 6,501,933 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 N/A [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.3% - ------------------------------------------------------------------------------ TYPE OF PERSON REPORTING* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 amends the Schedule 13D previously filed by Michael S. Ensign (the "Reporting Person") on June 12, 1995, as amended and restated on June 27, 1995 (the "First Amended and Restated Filing"), and relates to the shares of Common Stock, $.01 2/3 par value per share (the "Shares"), of Circus Circus Enterprises, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2880 Las Vegas Blvd., South, Las Vegas, Nevada 89109. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the First Amended and Restated Filing is hereby amended and restated in its entirety to read as follows: (a) The 6,501,933 Shares beneficially owned by the Reporting Person constitute approximately 6.3% of the total number of Shares outstanding as of May 31, 1996, based on 103,870,923 Shares outstanding as set forth in the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended April 30, 1996. (b) The Reporting Person has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the 6,501,933 Shares beneficially owned by him. (c) Not applicable. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the First Amended and Restated Filing is hereby amended to add the following: Pursuant to a Stipulation of Settlement re Consolidated Class Action and Derivative Claims dated April 16, 1996, the Issuer agreed to amend the Standstill Agreement dated as of June 1, 1995 by and between, among others, the Issuer and the Reporting Person (the "Standstill Agreement"), to clarify certain duties of the Reporting Person. On September 3, 1996, the Issuer and the Reporting Person entered into Amendment No.1 to the Standstill Agreement (the "Amendment"). The Amendment, which is effective as of April 16, 1996, provides that notwithstanding anything to the contrary in the Standstill Agreement, the Reporting Person must exercise his fiduciary duties in evaluating and considering any unsolicited offers or proposals for the acquisition of or merger with, or other proposed change in control of, the Issuer. The description of the terms of the Amendment set forth herein does not purport to be a complete statement of the parties' rights and obligations, and is qualified in its entirety by reference to such Amendment, which is set forth as Exhibit 99.7 hereto. Reference is made to such Amendment for a complete description of the terms and provisions thereof and the agreement of the parties thereunder. Page 3 of ___ Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 of the First Amended and Restated Filing is hereby amended to add the following: 99.7 Amendment No.1 to Standstill Agreement effective as of April 16, 1996 by and between, among others, the Issuer and the Reporting Person. Page 4 of ___ Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 5, 1996 /s/ Michael S. Ensign --------------------------------------- Michael S. Ensign Page 5 of ___ Pages EXHIBIT LIST 99.7 Amendment No.1 to Standstill Agreement effective as of April 16, 1996 by and between, among others, the Issuer and the Reporting Person. Page 6 of ___ Pages EX-99.7 2 AMEND. NO. 1 TO STANDSTILL AGREEMENT EXHIBIT 99.7 AMENDMENT NO 1. TO STANDSTILL AGREEMENT --------------------------------------- THIS AMENDMENT NO. 1 TO STANDSTILL AGREEMENT, effective as of April 16, 1996 (this "Amendment"), is made and entered into by and among CIRCUS CIRCUS ENTERPRISES, INC. a Nevada corporation (the "Company"), and each of MICHAEL S. ENSIGN, an individual ("Ensign"), WILLIAM A. RICHARDSON, an individual ("Richardson"), GLENN W. SCHAEFFER, an individual ("Schaeffer," and together with Ensign and Richardson, the "Directors"), DAVID R. BELDING, an individual ("Belding"), and PETER A. SIMON II, an individual ("Simon," and together with the Directors and Belding, the "Investors"). Capitalized terms used herein without meaning shall have the meanings ascribed to such terms in the Standstill Agreement (as defined below). RECITALS -------- WHEREAS, pursuant to a Stipulation of Settlement re Consolidated Class Action and Derivative Claims dated April 16, 1996, the Company agreed to amend the Standstill Agreement dated as of June 1, 1995 by and between the Company and the Investors (the "Standstill Agreement"), to clarify certain duties of the Directors; and WHEREAS, the parties hereto desire to so amend the Standstill Agreement with respect to the Directors. AGREEMENT --------- NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Article 3 of the Standstill Agreement shall be and is hereby amended to add a new final paragraph as follows: Notwithstanding the foregoing, the Directors must exercise their fiduciary duties in evaluating and considering any unsolicited offers or proposals for the acquisition of or merger with, or other proposed change in control of, the Company. 2. This Amendment shall be and is hereby incorporated in and forms a part of the Standstill Agreement. 3. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 4. All other terms and provisions of the Standstill Agreement shall remain unchanged except as specifically modified herein. [Signature page to follow] IN WITNESS WHEREOF, each party has executed this Amendment effective as of the date first above written. CIRCUS CIRCUS ENTERPRISES, INC., a Nevada corporation By_______________________________________ Name: Title: __________________________________________ Michael S. Ensign, individually and on behalf of his Investor Affiliates and Investor Representatives __________________________________________ William A. Richardson, individually and on behalf of his Investor Affiliates and Investor Representatives __________________________________________ Glenn W. Schaeffer, individually and on behalf of his Investor Affiliates and Investor Representatives __________________________________________ David R. Belding, individually and on behalf of his Investor Affiliates and Investor Representatives __________________________________________ Peter A. Simon II, individually and on behalf of his Investor Affiliates and Investor Representatives S-1 -----END PRIVACY-ENHANCED MESSAGE-----