text: **Mandalay Merger**
  On June 16, 2004, we announced that we had entered into a definitive merger 
  agreement with Mandalay Resort Group (“Mandalay”), a publicly traded company, 
  under which we will acquire Mandalay for $71.00 in cash for each share of 
  common stock of Mandalay. Mandalay owns and operates eleven properties in 
  Nevada, including Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun 
  in Las Vegas, Circus Circus-Reno in Reno, Colorado Belle and Edgewater in 
  Laughlin, Gold Strike and Nevada Landing in Jean, and Railroad Pass in 
  Henderson. Mandalay also owns and operates Gold Strike, a hotel/casino in Tunica 
  County, Mississippi. In addition, Mandalay owns a 50% interest in Silver Legacy in 
  Reno, a 50% interest in Monte Carlo in Las Vegas, a 50% interest in Grand 
  Victoria, a riverboat in Elgin, Illinois, and a 53.5% interest in MotorCity in 
  Detroit, Michigan. The total consideration is approximately $8.1 billion, including 
  equity value of approximately $4.8 billion, convertible debentures with a redemp- 
  tion value of approximately $574 million, the assumption or repayment of other 
  outstanding Mandalay debt with a fair value of approximately $2.6 billion as of 
  December 31, 2004, and $100 million of estimated transaction costs. The transac- 
  tion is structured as a merger of one of our wholly-owned subsidiaries with and into 
  Mandalay. The transaction will be accounted for as a purchase and is anticipated to 
  close during the first quarter of 2005. 