SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
MANDALAY RESORT GROUP
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
-------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------
JUNE 25, 2004
MANDALAY RESORT GROUP
3950 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89119
-------------------------------
NOTICE OF POSTPONEMENT OF ANNUAL MEETING OF STOCKHOLDERS
-------------------------------
To the Stockholders of Mandalay Resort Group:
The annual meeting of stockholders of Mandalay Resort Group, previously
scheduled for Tuesday, July 6, 2004 at 10:30 am, Las Vegas time, has been
postponed.
The purpose of the postponement is to enable stockholders of Mandalay
Resort Group to consider and vote upon a proposal to approve the Merger
Agreement, dated June 15, 2004, among Mandalay Resort Group, MGM Mirage and a
wholly owned subsidiary of MGM Mirage, at the annual meeting of stockholders.
Further information regarding the annual meeting of stockholders will
be included in a revised proxy statement to be filed with the Securities and
Exchange Commission and distributed to stockholders.
By order of the Board of Directors
/S/ Michael S. Ensign
Michael S. Ensign
Chairman of the Board
In connection with the proposed transaction, Mandalay Resort Group will be
filing a proxy statement and other materials with the Securities and Exchange
Commission. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND THESE MATERIALS
WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Mandalay and its officers and directors may be deemed to be participants in the
solicitation of proxies with respect to the proposed transaction. Information
regarding such individuals is included in Mandalay's proxy statements and Annual
Reports on Form 10K previously filed with the Securities and Exchange
Commission, and will be included in the proxy statement relating to the merger
when it becomes available. Investors may obtain a free copy of the proxy
statements and other relevant documents when they become available as well as
other material filed with the Securities and Exchange Commission concerning
Mandalay and these individuals at the Securities and Exchange Commission's
website at www.sec.gov. These materials and other documents may also be obtained
for free from Mandalay at: Mandalay Resort Group, 3950 Las Vegas Boulevard
South, Las Vegas, Nevada 89119, Attn: Investor Relations.