<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-K
 
(MARK ONE)
 
  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
                   FOR THE FISCAL YEAR ENDED JANUARY 31, 1999
                                       OR
 
  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
 
        FOR THE TRANSITION PERIOD FROM ______________ TO ______________
 
                         COMMISSION FILE NUMBER 1-8570
 
                        CIRCUS CIRCUS ENTERPRISES, INC.
 
             (Exact name of Registrant as specified in its charter)
 
                   NEVADA                              88-0121916
       State or other jurisdiction of        (I.R.S. Employer Identification
       incorporation or organization)                     No.)
 
    3950 LAS VEGAS BOULEVARD SOUTH, LAS                   89119
               VEGAS, NEVADA                           (Zip Code)
  (Address of principal executive offices)
 
       Registrant's telephone number, including area code: (702)632-6700
 
Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                  TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH REGISTERED
--------------------------------------------------------  --------------------------------------------------------
<S>                                                       <C>
            Common Stock, $.01 2/3 Par Value                    New York Stock Exchange and Pacific Exchange
              Common Stock Purchase Rights                      New York Stock Exchange and Pacific Exchange
</TABLE>
 
Securities registered pursuant to Section 12(g) of the Act: None
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/  No / /
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
 
    The aggregate market value of the voting stock of the Registrant held by
persons other than the Registrant's directors and executive officers as of April
19, 1999 (based upon the last reported sale price on the New York Stock Exchange
on such date) was $1,622,116,907.
 
    The number of shares of Registrant's Common Stock, $.01 2/3 par value,
outstanding at April 19, 1999: 90,258,088.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    PART II--Portions of the Registrant's Annual Report to Stockholders for the
year ended January 31, 1999 are incorporated by reference into Items 7 through
8, inclusive.
 
    PART III--Portions of the Registrant's definitive proxy statement in
connection with the annual meeting of stockholders to be held on June 17, 1999,
are incorporated by reference into Items 10 through 13, inclusive.
 
                                       2
<PAGE>
                                     PART I
 
ITEM 1. BUSINESS.
 
GENERAL
 
    Circus Circus Enterprises, Inc. (the "Company"), which was incorporated in
1974, currently owns and operates, through wholly owned subsidiaries, ten
hotel-casino properties in Nevada with over 22,000 guest rooms. These properties
include (i) four hotel/casinos in Las Vegas (Mandalay Bay (which opened March 2,
1999), Luxor, Excalibur and Circus Circus-Las Vegas), (ii) the Circus Circus
Hotel and Casino in Reno, (iii) the Colorado Belle Hotel and Casino and the
Edgewater Hotel and Casino which are located on the Colorado River in Laughlin,
(iv) Gold Strike Hotel and Gambling Hall and the Nevada Landing Hotel & Casino
in Jean, and (v) Railroad Pass Hotel and Casino in Henderson. The Company also
owns and operates a dockside casino situated on a 24-acre site in Tunica County,
Mississippi, which includes a 1,066 room hotel tower placed in service during
late 1997 and early 1998. It also owns and operates Slots-A-Fun, a casino on the
Las Vegas Strip. It currently operates the Silver City, another small casino on
the Las Vegas Strip, under a lease which expires in October 1999. For additional
information concerning the properties owned and operated by the Company, see
"Description of the Company's Hotels and Casinos" in this Item 1.
 
    The Company, through wholly owned subsidiaries, is a 50% participant in (i)
a joint venture (the "Las Vegas Joint Venture") which owns and operates Monte
Carlo, a hotel-casino on the Las Vegas Strip, (ii) a joint venture (the "Elgin
Joint Venture") which owns and operates the Grand Victoria, a riverboat casino,
and a related land-based entertainment complex located in Elgin, Illinois, and
(iii) a joint venture (the "Reno Joint Venture") which owns and operates Silver
Legacy, a hotel-casino located in downtown Reno that is situated between (and
connected by enclosed climate-controlled skyways to) Circus Circus-Reno and
another hotel-casino owned and operated by an affiliate of the other participant
in the Reno Joint Venture. For additional information concerning the properties
with which the Company is involved through the aforementioned joint ventures,
see "Joint Venture Participation" in this Item 1.
 
    For information concerning the Company's current expansion activities,
including its participation in a joint venture which has been selected to
develop one of three casinos permitted to be developed in Detroit, Michigan (the
"Detroit Joint Venture"), see "Current Expansion Activities" in this Item 1.
 
    Unless the context otherwise indicates, all references to the Company are to
Circus Circus Enterprises, Inc. and its subsidiaries.
 
DESCRIPTION OF THE COMPANY'S HOTELS AND CASINOS
 
    Set forth below is certain information concerning the properties that are
owned and operated by the Company. Such properties are more fully described
following the table.
 
                                       3
<PAGE>
                         COMPANY OPERATED PROPERTIES(1)
 
<TABLE>
<CAPTION>
                                                                             CASINO
                                                                  HOTEL      SQUARE                    GAMING        PARKING
LOCATION/PROPERTY                                                 ROOMS      FOOTAGE    SLOTS(2)      TABLES(3)      SPACES
-------------------------------------------------------------  -----------  ---------  -----------  -------------  -----------
<S>                                                            <C>          <C>        <C>          <C>            <C>
Las Vegas, Nevada
  Mandalay Bay...............................................       3,700(4)   135,000      2,398           124         7,011
  Luxor......................................................       4,404     120,000       2,034           105         3,200
  Excalibur..................................................       4,008     110,000       2,420            80         4,000
  Circus Circus..............................................       3,744     109,000       2,258            77         4,700
  Silver City................................................          --      18,200         434            20           350
  Slots-A-Fun................................................          --      16,700         532            27            --
 
Reno, Nevada
  Circus Circus..............................................       1,572      60,000       1,809            71         3,000
 
Laughlin, Nevada
  Colorado Belle.............................................       1,226      64,000       1,241            41         1,700
  Edgewater..................................................       1,450      44,000       1,299            40         2,300
 
Jean, Nevada
  Gold Strike................................................         812      37,000       1,030            23         2,100
  Nevada Landing.............................................         303      36,000       1,035            23         1,400
 
Henderson, Nevada
  Railroad Pass..............................................         120      21,000         393            10           600
 
Tunica County, Mississippi
  Gold Strike................................................       1,066      48,000       1,348            46         1,400
</TABLE>
 
------------------------
 
(1) The information with respect to each property other than Mandalay Bay is as
    of January 31, 1999. Mandalay Bay opened March 2, 1999 and the information
    with respect to that property is as of that date.
 
(2) Includes slot machines and other coin-operated devices.
 
(3) Generally includes blackjack ("21"), craps, baccarat, pai gow poker,
    Caribbean stud poker, wheel of fortune and roulette. With the exception of
    Slots-A-Fun, Silver City, both the Jean properties and Railroad Pass, each
    property offers poker. With the exception of Mandalay Bay, Silver City,
    Slotsp-A-Fun and Gold Strike-Tunica, each property also offers keno, and,
    with the exception of Slots-A-Fun, Silver City, the two Gold Strike
    properties and Railroad Pass, each property offers a race and/or sports
    book.
 
(4) Includes the 424-room Four Seasons at Mandalay Bay, which is owned by the
    Company and managed by Four Seasons.
 
LAS VEGAS, NEVADA
 
    The Company's three largest resorts, Mandalay Bay, Luxor and Excalibur are
part of the Company's development of over 230 acres of land it owns at the south
end of the Las Vegas Strip which runs from Tropicana Avenue south approximately
one mile to Russell Road (the "Masterplan Site"). An elevated monorail system,
which was completed and placed in service in April 1999, provides a quick
convenient means of travel between the three resorts. Mandalay Bay and Luxor are
connected by a climate-controlled skyway while a climate-controlled skyway with
moving walkways also connects Luxor and Excalibur. For information concerning
additional development of the Masterplan Site, see "Current Expansion
Activities" in this Item 1.
 
                                       4
<PAGE>
    MANDALAY BAY.  Mandalay Bay, which opened on March 2, 1999, is a 43-story,
hotel-casino resort which has approximately 3,700 rooms (including the 424-room
Four Seasons at Mandalay Bay). The resort is situated on approximately 60 acres
just south of Luxor. Mandalay Bay's attractions include an 11-acre tropical
lagoon featuring a sand-and-surf beach and a three-quarter-mile lazy river ride.
Inside, Mandalay Bay offers 13 restaurants that include Charlie Palmer's
Aureole, Wolfgang Puck's Trattoria Del Lupo, China Grill, rumjungle and Red
Square. The resort also features a House of Blues nightclub and restaurant,
including its signature Foundation Room sited on Mandalay Bay's rooftop and 100
"music-themed" hotel rooms in Mandalay Bay's tower. Additional features include
a 125,000-square-foot convention facility and a 30,000-square-foot spa. The
property offers multiple entertainment venues that include a 1,700-seat showroom
featuring the Tony Award-winning musical "Chicago", the rumjungle nightclub and
a 12,000-seat special events arena that will feature big-name entertainment and
sporting events.
 
    At Mandalay Bay, a Four Seasons Hotel operates 424 rooms, providing Las
Vegas visitors with a luxury "five-star" hospitality experience. This hotel,
which is owned by the Company and managed by Four Seasons Regent Hotels and
Resorts, represents the first step pursuant to the Company's cooperative effort
with Four Seasons to identify strategic opportunities for development of hotel
and casino properties worldwide.
 
    LUXOR.  Luxor is an Egyptian-themed hotel and casino complex situated on the
Masterplan Site, between Mandalay Bay and Excalibur. This resort features a
30-story pyramid and two 22-story hotel towers. Luxor also offers 20,000 square
feet of convention space, a multi-purpose showroom and a nightclub. Situated on
a 64-acre site, Luxor features food and entertainment venues on three different
levels beneath a soaring hotel atrium. The pyramid's hotel rooms can be reached
from the four corners of the building by state-of-the-art "inclinators" which
travel at a 39-degree angle. Above the pyramid's casino, the property offers a
special format motion base ride and an IMAX 2D/3D theater. Luxor's other public
areas include a buffet with a seating capacity of approximately 800, seven
restaurants including three gourmet restaurants, as well as a snack bar, a food
court featuring national fast food franchises, several cocktail lounges and a
variety of specialty shops.
 
    EXCALIBUR.  Excalibur is a castle-themed hotel and casino complex situated
on a 53-acre site immediately to the north of Luxor. Excalibur offers its guests
more than 400,000 square feet of public entertainment area, including the
casino. Excalibur's other public areas include a Renaissance faire, a medieval
village, an amphitheater with seating capacity of nearly 1,000 where nightly
mock jousting tournaments and costume drama are presented, two dynamic motion
theaters, various artisans' booths and medieval games of skill. In addition,
Excalibur has a buffet with a seating capacity of approximately 1,300, seven
themed restaurants, as well as several snack bars, cocktail lounges and a
variety of specialty shops.
 
    CIRCUS CIRCUS-LAS VEGAS.  Circus Circus-Las Vegas, the Company's original
property, is a circus-themed hotel and casino complex situated on approximately
69 acres on the north end of the Las Vegas Strip. From a "Big Top" above the
casino, Circus Circus-Las Vegas offers its guests a variety of circus acts
performed daily, free of charge. A mezzanine area overlooking the casino has a
circus midway with carnival-style games and an arcade that offers a variety of
amusements and electronic games. Three specialty restaurants, a buffet with a
seating capacity of approximately 1,200, two coffee shops, three fast food snack
bars, several cocktail bars and a variety of gift shops and specialty shops are
also available to the guests at Circus Circus-Las Vegas. The Adventuredome,
covering approximately five acres, offers theme park entertainment that includes
a high-speed, double-loop, double-corkscrew roller coaster, a coursing river
flume ride on white-water rapids, an IMAX motion base ride, several rides and
attractions designed for preschool age children, themed carnival-style midway
games, a state-of-the-art arcade, a 65-foot waterfall, animated life-size
dinosaurs, food kiosks and souvenir shops, all in a climate-controlled setting
under a giant space-frame dome. Circus Circus-Las Vegas also offers
accommodations for approximately 384 recreational vehicles at the property's
Circusland RV Park.
 
                                       5
<PAGE>
RENO, NEVADA
 
    CIRCUS CIRCUS-RENO.  Circus Circus-Reno is a circus-themed hotel and casino
complex situated in downtown Reno, Nevada. From a "Big Top" above the casino,
Circus Circus-Reno offers its guests a variety of circus acts performed daily
free of charge. A mezzanine area has a circus midway with carnival-style games
and an arcade that offers a variety of amusements and electronic games. The
facilities at Circus Circus-Reno also include two specialty restaurants, a
buffet with a seating capacity of approximately 450, a coffee shop, a
deli/bakery, a fast food snack bar, cocktail lounges, a gift shop and specialty
shops. For information concerning the Company's participation in a joint venture
which owns and operates Silver Legacy, a casino, hotel and entertainment complex
which is connected to Circus Circus-Reno by an enclosed skywalk, see "Joint
Venture Participation--Reno Joint Venture" in this Item 1.
 
LAUGHLIN, NEVADA
 
    COLORADO BELLE.  The Colorado Belle Hotel and Casino is situated on a
22-acre site on the bank of the Colorado River (with 1,080 feet of river
frontage) in Laughlin, Nevada, approximately 90 miles south of Las Vegas. The
Colorado Belle, which features a 600-foot replica of a Mississippi riverboat,
includes among its facilities a 350-seat buffet, a coffee shop, three specialty
restaurants, a microbrewery, fast food snack bars, and cocktail lounges as well
as a gift shop and other specialty shops.
 
    EDGEWATER.  The Edgewater Hotel and Casino is situated on a 16-acre site
adjacent to the Colorado Belle in Laughlin, Nevada with approximately 1,640 feet
of frontage on the Colorado River. The Edgewater's facilities include a
specialty restaurant, a coffee shop, a buffet with a seating capacity of 735, a
snack bar and cocktail lounges.
 
JEAN, NEVADA
 
    GOLD STRIKE.  Gold Strike Hotel & Gambling Hall is an "old west" themed
hotel-casino located on approximately 51 acres of land on the east side of I-15,
the primary thoroughfare between Las Vegas and southern California. The property
includes, among other amenities, several restaurants, a gift shop, an arcade, a
swimming pool and spa and a banquet center equipped to serve 260 people. The
casino has a stage bar with regularly scheduled live entertainment and a casino
bar.
 
    NEVADA LANDING.  Nevada Landing Hotel & Casino is a turn-of-the-century
riverboat themed hotel-casino located on approximately 55 acres of land across
I-15 from Gold Strike. The property includes a 72-seat Chinese restaurant, a
full-service coffee shop, a buffet, a snack bar, a gift shop, a swimming pool
and spa and a 300-guest banquet facility.
 
HENDERSON, NEVADA
 
    RAILROAD PASS.  Railroad Pass Hotel & Casino is situated on approximately 56
acres along US-93, the direct route between Las Vegas and Phoenix, Arizona. The
property includes, among other amenities, two bars, two full-service
restaurants, a buffet, gift shop, swimming pool and a 194-guest banquet
facility. In contrast with the Company's other Nevada properties, Railroad Pass
caters to local residents, particularly from Henderson, who often prefer the
informal, friendly atmosphere and easy access of Railroad Pass over the casinos
on the Las Vegas Strip.
 
TUNICA COUNTY, MISSISSIPPI
 
    GOLD STRIKE-TUNICA.  Gold Strike Casino Resort is a dockside casino situated
on a 24-acre site along the Mississippi River in Tunica County, Mississippi,
approximately three miles west of Mississippi State Highway 61 (a major
north/south highway connecting Memphis, Tennessee with Tunica County) and
approximately 20 miles south of Memphis. The property includes a 1,066-room,
31-story hotel tower which was completed and placed in service during late 1997
and early 1998. The facilities at Gold Strike-Tunica
 
                                       6
<PAGE>
also include an 800-seat showroom, a coffee shop, a specialty restaurant, a
500-seat buffet, a snack bar and several cocktail lounges.
 
    Gold Strike-Tunica is part of a three-casino development covering
approximately 72 acres. The other two casinos are owned and operated by
unaffiliated third parties. The Company also owns an undivided one-half interest
in an additional 388 acres of land which may be used for future development.
 
MARKETING
 
    The Company has historically followed a marketing and operating philosophy
which has emphasized high-volume business by providing moderately priced hotel
rooms, food and beverage and alternative entertainment in combination with the
gaming activity. While the Company will continue to employ this philosophy,
Mandalay Bay, and to a lesser extent Luxor, cater to high-level casino customers
and conventions.
 
    Mandalay Bay, which opened on March 2, 1999, offers a level of entertainment
and hotel accommodations which is designed to attract a higher income customer
than the Company has historically targeted. Designed with a South Seas theme,
Mandalay Bay offers its guests an expanded dining and entertainment menu.
Internationally renowned restaurants provide guests a wide variety of dining
options, while the entertainment options include an 11-acre lagoon with a
surfing beach and a lazy river ride, House of Blues, rumjungle, a showroom
featuring the Tony Award-winning musical "Chicago" and a special events arena
which will feature big name entertainment and sporting events. In addition,
Mandalay Bay's 125,000-square foot convention facility marks the Company's entry
into competition for the convention segment of customers.
 
    Luxor contributed 24% of the Company's revenues in the year ended January
31, 1999 (and 23% and 17%, respectively, in the years ended January 31, 1998 and
1997). This property offers a level of entertainment and hotel accommodations
which is designed to attract the higher income segment of the middle-income
strata of customers. Designed with an Egyptian theme, Luxor's 30-story pyramid
offers its guests a tri-level entertainment area. An expansion program completed
at the Luxor in 1997 added 1,950 new hotel rooms, a new spa, 20,000 square feet
of convention space, a new multi-purpose showroom and a nightclub.
 
    Excalibur, which contributed 19% of the Company's revenues in the year ended
January 31, 1999 (and 21% and 23%, respectively, in the years ended January 31,
1998 and 1997), attracts customers by offering quality rooms, food and
entertainment at moderate prices. By way of entertainment, the medieval castle-
themed Excalibur offers a medieval village, an amphitheater where mock
tournaments and costume drama are presented, dynamic motion theaters, various
artisans' booths and medieval games of skill.
 
    Circus Circus-Las Vegas and Circus Circus-Reno, which together contributed
24% of the Company's revenues in the year ended January 31, 1999 (and 25% and
24%, respectively, in the years ended January 31, 1998 and 1997), have popular
buffets, attractive because of their variety, quality and low price. From a "Big
Top" above the casino, both properties offer a variety of circus acts performed
free of charge to the public on a daily basis. A mezzanine area overlooking each
casino has a circus midway with carnival-style games and an arcade that offers a
variety of amusements and electronic games. The Adventuredome offers additional
theme park attractions at Circus Circus-Las Vegas.
 
    The Colorado Belle and Edgewater together contributed 11% of the Company's
revenues in the year ended January 31, 1999 (and 12% in each of the years ended
January 31, 1998 and 1997). These properties offer quality rooms, food and
entertainment at moderate prices. The Colorado Belle offers a classic
Mississippi riverboat theme, complete with a 60-foot paddle wheel. The
Edgewater's southwestern motif provides a relaxing atmosphere to enjoy the
property's casino and other facilities. Connected by a scenic walkway, the two
resorts form an inviting shoreline along the Colorado River.
 
                                       7
<PAGE>
    Gold Strike and Nevada Landing together contributed 5% of the Company's
revenues in the year ended January 31, 1999 (6% in each of the years ended
January 31, 1998 and 1997). The two properties are located on opposite sides of
I-15, the primary thoroughfare between Las Vegas and southern California,
approximately 25 miles south of Las Vegas and 12 miles north of the
California/Nevada border. The properties are conveniently located at the only
highway interchange within 12 miles in either direction and are strategically
positioned to attract visitors from the large number of people traveling to and
from Las Vegas.
 
    Gold Strike-Tunica, the Company's first wholly owned casino outside of
Nevada, contributed 7% of the Company's revenues in the year ended January 31,
1999 (and 4% in each of the years ended January 31, 1998 and 1997). The
facility, a dockside casino, is part of an integrated three casino development
that provides patrons with the opportunity to visit any of the three casinos
without driving, a unique experience in the Tunica market. In the first quarter
of 1998 the Company completed and opened a 31-story hotel tower, with 1,066
rooms, at this property, which previously had no hotel rooms. The original
Circus-themed casino and other facilities were also remodeled and rethemed into
a more elegant resort.
 
    The Company maintains stringent cost controls which historically have been
exemplified by a general policy of offering minimal credit for gaming customers
at the Company's properties. During fiscal 1998, Luxor began to extend credit to
gaming customers on a selective basis in an effort to appeal to a broader
segment of the gaming market. This policy has also been extended to the
Company's operations at Mandalay Bay. As a result, while our other properties
continue to offer minimal credit, credit play now represents a more significant
portion of the volume of table games play at Luxor and Mandalay Bay.
 
    The Company maintains strict controls over the issuance of credit and
aggressively pursues collection of customer debts. These collection efforts are
similar to those used by most large corporations, including the mailing of
statements and delinquency notices, personal and other contacts, the use of
outside collection agencies and civil litigation. Nevada gaming debts evidenced
by written credit instruments are enforceable under the laws of Nevada. All
other states are required to enforce a judgment on a gaming debt entered in
Nevada pursuant to the Full Faith and Credit Clause of the United States
Constitution. Gaming debts are not legally enforceable in some foreign
countries, but the United States assets of foreign debtors may be reached to
satisfy judgments entered in the United States. While the portion of the
Company's accounts receivable that is owed by foreigners is not currently
material, to the extent the Company holds obligations of foreign debtors, the
collectibility of such debts may be affected by a number of factors, including
changes in currency exchange rates and economic conditions in the customers'
home countries.
 
    The Company's current operations at each of its casinos are conducted 24
hours a day, every day of the year. The Company does not consider its business
to be highly seasonal, although its operating income is typically somewhat lower
in the fourth quarter. Management emphasizes courteous and prompt service to its
customers and aspires to a high standard of excellence in all of its operations.
 
    The Company maintains an active media advertising program through radio,
television, billboards and printed publications primarily in Nevada, California
and Arizona for its Nevada properties and in the Memphis area for its Gold
Strike property in Tunica. In addition, the Company advertises on and allows
patrons to make room reservations via the Internet. The Company also offers
complimentary hotel accommodations, meals and drinks to selected customers.
 
OPERATIONS
 
    The primary source of revenues to the Company is its casinos, although the
hotels, restaurants, bars, shops, midway games and other entertainment
attractions and other services are an important adjunct to the casinos.
 
                                       8
<PAGE>
    The following table sets forth the contribution to net revenues on a dollar
and percentage basis of the Company's major activities for each of the three
most recent fiscal years.
 
<TABLE>
<CAPTION>
                                                               YEAR ENDED JANUARY 31,
                                          ----------------------------------------------------------------
                                                  1999                  1998                  1997
                                          --------------------  --------------------  --------------------
                                                               (DOLLARS IN THOUSANDS)
<S>                                       <C>        <C>        <C>        <C>        <C>        <C>
Revenues:(1)
  Casino(2).............................  $ 709,909       48.0% $ 632,122       46.7% $ 655,902       49.2%
  Rooms(3)..............................    355,635       24.0%   330,644       24.4%   294,241       22.0%
  Food and beverage(3)..................    246,622       16.7%   215,584       15.9%   210,384       15.8%
  Other(3)..............................    170,701       11.5%   142,407       10.5%   146,554       11.0%
  Earnings of unconsolidated
    affiliates..........................     83,967        5.7%    98,977        7.3%    86,646        6.5%
                                          ---------  ---------  ---------  ---------  ---------  ---------
                                          $1,566,834     105.9% $1,419,734     104.8% $1,393,727     104.5%
Less:
  Complimentary allowances(3)...........     87,054        5.9%    65,247        4.8%    59,477        4.5%
                                          ---------  ---------  ---------  ---------  ---------  ---------
Net revenues............................  $1,479,780     100.0% $1,354,487     100.0% $1,334,250     100.0%
                                          ---------  ---------  ---------  ---------  ---------  ---------
                                          ---------  ---------  ---------  ---------  ---------  ---------
</TABLE>
 
------------------------
 
(1) Includes operations of Hacienda to December 1, 1996.
 
(2) Casino revenues are the net difference between the sums received as winnings
    and the sums paid as losses.
 
(3) Rooms, Food and beverage and Other include the retail value of services
    which are provided to casino customers and others on a complimentary basis.
    Such amounts are then deducted as complimentary allowances to arrive at net
    revenue.
 
    In connection with its gaming activities, the Company follows a policy of
stringent controls and cross checks on the recording of all receipts and
disbursements. The audit and cash controls developed and utilized by the Company
include the following: locked cash boxes, independent counters, checkers and
observers to perform the daily cash and coin counts, floor observation of the
gaming areas, closed-circuit television observation of certain areas, computer
tabulation of receipts and disbursements for each of the Company's slot
machines, tables and other games, and the rapid analysis and resolution of
discrepancies or deviations from normal performance.
 
JOINT VENTURE PARTICIPATION
 
    The Company is a 50% participant in three joint ventures. They include (i)
the Las Vegas Joint Venture, which owns and operates Monte Carlo, a hotel-casino
resort on the Las Vegas Strip; (ii) the Elgin Joint Venture, which owns and
operates Grand Victoria, a riverboat casino and land-based entertainment complex
in Elgin, Illinois; and (iii) the Reno Joint Venture, which owns and operates
Silver Legacy, a hotel-casino in Reno, Nevada. The Company is also a 45%
participant in a joint venture formed for the purpose of constructing, owning
and operating a hotel-casino in Detroit, Michigan (the "Detroit Joint Venture"),
subject to the receipt of all necessary gaming approvals and satisfaction of
other conditions. See "Current Expansion Activity--Detroit, Michigan" in this
Item 1.
 
    The following table sets forth certain information as of January 31, 1999,
concerning the properties of the joint ventures in which the Company is a 50%
participant, each of which is more fully described following the table.
 
                                       9
<PAGE>
                            JOINT VENTURE PROPERTIES
 
<TABLE>
<CAPTION>
                                                                                 CASINO
                                                                      HOTEL      SQUARE                    GAMING        PARKING
LOCATION/PROPERTY                                                     ROOMS      FOOTAGE    SLOTS(1)      TABLES(2)      SPACES
-----------------------------------------------------------------  -----------  ---------  -----------  -------------  -----------
<S>                                                                <C>          <C>        <C>          <C>            <C>
Las Vegas, Nevada
  Monte Carlo....................................................       3,002      90,000       2,087            95         4,000
Elgin, Illinois
  Grand Victoria.................................................          --      36,000         977            58         2,000
Reno, Nevada
  Silver Legacy..................................................       1,711      85,000       2,276            81         1,800
</TABLE>
 
------------------------
 
(1) Includes slot machines and other coin-operated devices.
 
(2) Generally includes, blackjack ("21"), craps, pai gow poker, Caribbean stud
    poker, wheel of fortune and roulette. Monte Carlo also offers poker, keno
    and a race and sports book.
 
LAS VEGAS JOINT VENTURE (50% PARTICIPATION)
 
    The Company, through a wholly owned entity, is a 50% participant with an
affiliate of Mirage Resorts, Incorporated ("Mirage") in the Las Vegas Joint
Venture, a Nevada general partnership, which owns and operates Monte Carlo, a
hotel-casino resort situated on approximately 46 acres with approximately 600
feet of frontage on the Las Vegas Strip. Monte Carlo is situated between
Bellagio, a 3,000-room luxury resort which opened in October 1998 and is
connected to Monte Carlo by a monorail, and New York-New York, a 2,000-room
hotel-casino resort which opened in January 1997. Monte Carlo's casino reflects
a palatial style reminiscent of the BELLE EPOQUE, the French Victorian
architecture of the late 19th century. Amenities at Monte Carlo include three
specialty restaurants, a buffet, a coffee shop, a food court, a microbrewery
featuring live entertainment and approximately 15,000 square feet of meeting and
banquet space. A 1,200-seat replica of a plush vaudeville theater, including a
balcony and proscenium arch, features an elaborately staged show of illusions
with the world-renowned magician, Lance Burton.
 
    As of January 31, 1999, the assets of the Las Vegas Joint Venture were
subject to encumbrances securing the repayment of indebtedness in the aggregate
principal amount of $91.2 million.
 
ELGIN JOINT VENTURE (50% PARTICIPATION)
 
    The Company, through a wholly owned entity, is a 50% participant with an
affiliate of Hyatt Development Corporation in the Elgin Joint Venture, an
Illinois general partnership which owns and operates the Grand Victoria. The
Grand Victoria is a Victorian themed riverboat casino and land-based
entertainment complex in Elgin, Illinois, a suburb approximately 40 miles
northwest of downtown Chicago. The Grand Victoria offers a Las Vegas-style
gaming experience. The two-story vessel is 420 feet in length and 110 feet in
width, and provides a maximum 80,000 square feet of gaming space, approximately
36,000 square feet of which was being used at January 31, 1999. The vessel has a
capacity of 1,736 passengers and operates on a fixed cruising schedule
consisting of eight cruises each Sunday through Thursday and nine cruises each
Friday and Saturday. The dimensions of the specially designed riverboat allow
the Grand Victoria to maximize the gaming positions permitted under existing
Illinois gaming regulations. This feature also allows the Grand Victoria to
significantly increase the number of on-board gaming positions and to adapt the
vessel to provide for dockside gaming in the event of liberalized gaming
regulations in the State of Illinois. An adjacent dockside complex on
approximately 12 acres of land overlooking the Fox River contains an
approximately 83,000-square-foot pavilion with two movie theaters, an
approximately 400-seat buffet, a 76-seat fine dining restaurant, a VIP lounge
and a gift shop, in addition to ticketing and registration services for the
riverboat. The Grand Victoria is strategically located in Elgin among the
residential suburbs of Chicago, with nearby freeway access and direct train
service from downtown
 
                                       10
<PAGE>
Chicago. The Grand Victoria is located approximately 20 miles and 40 miles,
respectively, from its nearest competitors in Aurora, Illinois and Joliet,
Illinois, and holds one of only ten riverboat gaming licenses currently granted
state-wide.
 
    After the Elgin Joint Venture's recovery of its $112 million initial
investment in the Grand Victoria (which occurred in June 1996), it became
obligated to contribute 20% of its net operating income (as defined) to various
local educational, environmental and economic projects benefitting the City of
Elgin and Kane County, Illinois.
 
    The pavilion and parking lot are located on land leased by the Elgin Joint
Venture from the City of Elgin for an initial period of ten years, subject to
certain renewal and purchase options granted to the Elgin Joint Venture. Under
the lease, the Elgin Joint Venture's annual rent is equal to the greater of the
base rent ($110,000 per year) or 3% of its net operating income. The Elgin Joint
Venture may offset certain capital expenditures against this rental obligation.
Further, rent is deductible from net operating income (as defined) for purposes
of calculating the 20% contribution obligation described above. Until October
1999, the Elgin Joint Venture is also obligated to make certain payments to the
City of Elgin to help defray law enforcement costs.
 
    Under its agreements with the City of Elgin, the Elgin Joint Venture also
was granted an option to purchase an additional nine acres of land contiguous to
the existing site. For information concerning certain regulatory requirements
applicable to the ownership and operation of the Elgin Joint Venture's gaming
facilities, see "Regulation and Licensing--Illinois" in this Item 1.
 
    As of January 31, 1999, the assets of the Elgin Joint Venture were not
subject to any encumbrances securing the repayment of indebtedness.
 
RENO JOINT VENTURE (50% PARTICIPATION)
 
    The Company, through a wholly owned subsidiary, is a 50% participant with
Eldorado Limited Liability Company ("Eldorado Limited") in the Reno Joint
Venture, a general partnership which owns and operates Silver Legacy, a
hotel-casino and entertainment complex situated on two city blocks in downtown
Reno, Nevada. The casino and entertainment complex is located between Circus
Circus-Reno and Eldorado Hotel & Casino (the "Eldorado"), which is owned and
operated by an affiliate of Eldorado Limited. Silver Legacy's casino and
entertainment complex is connected at the mezzanine level with Circus
Circus-Reno and the Eldorado by enclosed climate-controlled skyways above the
streets between the respective properties. The property's exterior is themed to
evoke images of Reno during the period from the 1880's through the 1930's. At
the main pedestrian entrances to the casino (located on all four sides of the
complex), patrons enter by passing store fronts reminiscent of
turn-of-the-century Reno.
 
    Silver Legacy's attractions include a 120-foot tall mining rig, situated
over a replica of a silver mine, which extends up from the center of the casino
floor into a 180-foot diameter dome structure. The property offers five
restaurants and several bars to its patrons. The Silver Legacy's other amenities
include a 25,000-square-foot special events center, custom retail shops, a
health spa and an outdoor pool and sun deck.
 
    As of January 31, 1999, the assets of the Reno Joint Venture, including
Silver Legacy, were subject to encumbrances securing the repayment of
indebtedness in the principal amount of $198.5 million.
 
CURRENT EXPANSION ACTIVITIES
 
    Consistent with past practice and the longstanding policy of making
substantial investments in its gaming business at regular intervals, the Company
continues to actively pursue new projects, either by development or acquisition.
New investments may involve the expansion of existing facilities or the
development of new properties. Projects may be undertaken in Nevada, where all
but one of the Company's wholly owned operating properties are currently
located, or in other jurisdictions within the
 
                                       11
<PAGE>
United States or abroad where gaming has been legalized. The Company's new
investments may be in properties wholly owned and operated by the Company, or
may be in properties developed, owned and/or operated through joint ventures
involving the Company and one or more other parties.
 
DETROIT, MICHIGAN
 
    The Detroit Joint Venture, in which the Company owns a 45% interest, has
been selected to develop one of three casinos permitted to be developed in
Detroit, Michigan. A development agreement for this project was approved by the
Detroit city council on April 9, 1998. The ability of the Detroit Joint Venture
to proceed with the proposed project is contingent upon the receipt of all
necessary gaming approvals and satisfaction of other customary conditions. It is
presently contemplated that the project will involve an investment of
approximately $600 million, of which the Company expects to contribute $120
million in equity, with the balance being provided through project-specific
financing. The development agreement provides that the Company will guarantee
completion of the project and will enter into a keep-well guarantee with the
city, pursuant to which the Company could be required to contribute additional
funds, if and as needed, to continue operation of the project for a period of
two years. If the project is completed and opened, it will be managed by the
Company which will receive a management fee from the Detroit Joint Venture.
 
    The Detroit Joint Venture has commenced construction of a temporary casino
facility in downtown Detroit. The facility will contain approximately 75,000
square feet of gaming space, including approximately 2,600 slot machines and 130
table games, five restaurants and a 3,000-space parking facility. Construction
is expected to be completed in September 1999.
 
    The estimated cost of the temporary facility, including the land and
capitalized interest, is approximately $140 million. The Detroit Joint Venture
expects shortly to complete a $150 million credit facility secured by the assets
associated with the Detroit temporary casino. The Company will guarantee the
credit facility, subject to the release of the guaranty if certain performance
criteria are achieved.
 
    The joint venture's ability to open and operate the temporary casino
facility (and its ability to construct, open and operate a permanent facility)
is contingent upon the receipt of all necessary gaming approvals and
satisfaction of other customary conditions. See "Regulation and
Licensing--Michigan" in this Item 1.
 
    In LAC VIEUX DESERT BAND OF LAKE SUPERIOR CHIPPEWA INDIANS V. THE MICHIGAN
GAMING CONTROL BOARD ET AL., the Lac Vieux Band of Lake Superior Chippewa
Indians has sought to challenge the validity of the Act and the City of
Detroit's Casino Development Competitive Selection Process ordinance. On October
31, 1997, the United States District Court for the Western District of Michigan
issued an opinion holding that the Lac Vieux Band lacked standing to challenge
the Act and the Detroit ordinance on First Amendment and Equal Protection
grounds. In a decision issued on April 12, 1999, the United States Court of
Appeals for the Sixth Circuit affirmed the District Court's determination that
the Lac Vieux Band lacked standing to challenge the Act. However, the Sixth
Circuit reversed the District Court's determination that (1) the Lac Vieux Band
lacked standing to challenge the Detroit ordinance. (2) the First Amendment is
not implicated in the Detroit ordinance and (3) a rational basis review rather
than a strict scrutiny review should be applied in determining the merits of the
Lac Vieux Equal Protection claim regarding the Detroit ordinance. The Sixth
Circuit remanded the case to the District Court for further proceedings
consistent with the Sixth Circuit's decision. No assurance can be given
regarding the timing and outcome of further proceedings in this litigation. If
the District Court determines that the Detroit ordinance is defective and that
determination is upheld, this may have an impact upon the validity of the
Development Agreement entered into between Detroit Entertainment, L.L.C. and the
City of Detroit which, in turn, could delay, preclude or otherwise adversely
impact the issuance of a certificate of suitability and a casino license to
Detroit Entertainment, L.L.C.
 
                                       12
<PAGE>
MISSISSIPPI GULF COAST
 
    The Company has announced that it plans to develop a hotel-casino resort on
the Mississippi Gulf Coast at the north end of the Bay of St. Louis, near the
DeLisle exit on Interstate 10, provided it receives all of the requisite
approvals. It is currently anticipated that the resort will include
approximately 1,500 hotel rooms and involve an investment by the Company of
approximately $225 million. The Company has received all necessary approvals to
commence development. However, these approvals have been challenged in federal
court, and the Company anticipates it will not commence the design and
construction of this resort until there is a satisfactory resolution of all
legal actions. As presently contemplated, the Company will own 90% of the
resort, with a partner contributing the land in exchange for the remaining 10%
interest.
 
CONSTRUCTION RISKS
 
    Any major construction project the Company, or any joint venture in which
the Company owns an interest, may undertake will involve many risks, including
potential shortages of materials and labor, work stoppages, labor disputes,
weather interference, unforeseen engineering, environmental or geological
problems and unanticipated cost increases, any of which could give rise to
delays or cost overruns. Construction, equipment or staffing requirements or
problems or difficulties in obtaining any of the requisite licenses, permits,
allocations or authorizations from regulatory authorities could increase the
cost or delay the construction or opening of the facilities or otherwise affect
the planned design and features. It is possible that any budget and construction
plans developed for a project may be changed for competitive or other reasons.
In addition, construction of the Detroit Joint Venture's proposed project is
dependent on the acquisition of the proposed permanent site and the satisfactory
resolution of the Lac Vieux litigation described under "Current Expansion
Activities--Detroit, Michigan" in this Item 1 . Accordingly, there can be no
assurance as to the commencement or successful completion of any projects
undertaken by the Company or any of the joint ventures in which the Company is a
participant, including the one contemplated by the Detroit Joint Venture.
 
COMPETITION
 
    Recognizing that middle class vacationers come to the Company's properties
to enjoy both gaming and other activities, the Company seeks to appeal to this
value-oriented market and satisfy the group's diverse entertainment demands by
offering exciting entertainment opportunities at reasonable prices. The Company
seeks to achieve this objective by offering gaming combined with dramatic
entertainment concepts and reasonably priced rooms, reasonably priced food and
beverage and prompt, courteous service at its entertainment "megastores." As the
Company broadens the market segments it seeks to serve with the addition of the
up scale Mandalay Bay, the competitive objective remains the same--to provide
memorable entertainment experiences at attractive values.
 
    The Company's largest concentration of properties is in Las Vegas where the
Company opened Mandalay Bay--its newest hotel-casino resort--on March 2, 1999.
As of March 31, 1999, the Company was the largest hotel-casino operator in Las
Vegas in terms of total square footage of casino space and number of hotel
rooms. The Company's Las Vegas casino and hotel operations, which are conducted
from facilities located along the Las Vegas Strip, currently compete with
approximately 29 major hotel-casinos and a number of smaller casinos located on
or near the Las Vegas Strip. Such operations also compete with casinos located
in downtown Las Vegas, approximately 11 of which offer hotel, restaurant and
entertainment facilities, and several major hotel-casinos located elsewhere in
the Las Vegas area. The Company's Las Vegas properties also compete, to a lesser
extent, with casino and hotel facilities in other parts of Nevada, including
Laughlin, Reno and along I-15 (the principal means of access to Las Vegas from
southern California by car) near the California-Nevada state line.
 
                                       13
<PAGE>
    The casino and hotel capacity continues to increase in the Las Vegas market.
In October 1998, the 3,000-room Bellagio opened, followed by the March 1999
opening of the 3,700-room Mandalay Bay. Three other major hotel-casinos with a
total of approximately 8,500 rooms are under construction in Las Vegas, two of
which are expected to open in 1999 and the third of which is expected to open in
2000. The impact on the Company of these additions to the hotel and casino
capacity in Las Vegas cannot be determined at this time. While the Company's Las
Vegas operations, on a consolidated basis, had previously benefitted from growth
of hotel and casino capacity in the Las Vegas market when the Company was a
significant contributor to the new capacity, its addition of 1,000 rooms at
Circus Circus-Las Vegas and an additional 1,950 at Luxor in 1997 contributed to
a growth in hotel capacity in the Las Vegas market that outpaced market growth
in fiscal 1998, putting downward pressure on room and occupancy rates in Las
Vegas in fiscal 1998 and early fiscal 1999. The impact on the Company's
operations of the added hotel and casino capacity recently completed or under
construction in Las Vegas will depend, to a significant extent, on the ability
of the new properties, including Mandalay Bay, to significantly increase, on a
sustained basis, the flow of visitors to the Las Vegas market.
 
    Circus Circus-Reno competes with approximately 13 major casinos (the
majority of which offer hotel rooms), including Silver Legacy, a 1,711-room
hotel-casino complex which is 50% owned by a wholly owned subsidiary of the
Company. Circus Circus-Reno and Silver Legacy also compete with numerous other
smaller casinos in the greater Reno area and, to a lesser extent, with casino
and hotel facilities at Lake Tahoe and in other parts of Nevada. Silver Legacy,
which is situated between Circus Circus-Reno and the Eldorado, is connected to
each of these properties at the mezzanine level by enclosed climate-controlled
skyways above the streets between the respective properties, thus facilitating
the flow of customers within the three properties.
 
    In Laughlin, the Colorado Belle and the Edgewater, which together accounted
for approximately 24% of the rooms in Laughlin as of January 31, 1999, compete
with eight other Laughlin casinos. They also compete with the hotel-casinos in
Las Vegas and those situated on I-15 (the principal highway between Las Vegas
and Los Angeles) near the California-Nevada state line, as well as a growing
number of Native American casinos in Laughlin's regional market. The Colorado
Belle and the Edgewater, which also compete with each other, maintained a
combined occupancy level in fiscal 1999 of approximately 84%. Because the two
properties are situated on adjoining sites, the Company believes that each
property benefits from walk-in business attributable to the registered guests
and casino customers at the other property. The Company believes the significant
expansion of hotel and casino capacity in Las Vegas in recent years and the
growth of unregulated Native American casinos in Laughlin's central Arizona and
southern California feeder markets have had a negative impact on Laughlin area
properties, including the Colorado Belle and the Edgewater, by drawing visitors
from the Laughlin market. However, during fiscal 1999, revenues and operating
income both increased at the Colorado Belle and the Edgewater.
 
    The Company's Jean, Nevada properties, Gold Strike and Nevada Landing, are
located on I-15, the primary thoroughfare between Las Vegas and southern
California, approximately 25 miles south of Las Vegas and 12 miles north of the
California-Nevada state line, and are dependent for their customers almost
entirely on the large number of people traveling between Las Vegas and southern
California. As such, these properties compete with the large concentration of
hotel, casino and other entertainment options available in Las Vegas as well as
three hotel-casinos clustered at the California-Nevada state line.
 
    The Company believes that it receives the major portion of its Las Vegas
business from southern California and to a lesser degree from the remainder of
the southwestern United States. The major portion of its Reno business is
derived from northern California and to a lesser degree from the northwestern
United States. Laughlin's business is derived principally from Arizona and
southern California.
 
    Gold Strike-Tunica competes with eight other casinos in Tunica County,
including a hotel-casino which opened in 1996 at Buck Lake, directly north of
the Gold Strike, and which is situated closer to Memphis than any of the other
facilities currently in operation in Tunica County. In response to the increased
 
                                       14
<PAGE>
competition in the Tunica market, the Company completed an expansion program at
Gold Strike-Tunica with the opening of a new 31-story, 1,066 room hotel tower in
late 1997 and early 1998. The existing facilities, which previously included no
hotel rooms, were also completely rethemed into a more elegant resort under the
Gold Strike name. The completion of the hotel tower gives Gold Strike-Tunica the
largest room base in the Tunica market.
 
    There is no limit on the number of licenses that may be granted within
Mississippi or within any county in Mississippi. The Company believes that Gold
Strike-Tunica's principal market is the area within 100 miles of Tunica County.
This area includes Memphis, Tennessee, Little Rock, Arkansas and northern
Mississippi. Tunica County is currently the closest legalized gaming
jurisdiction to Memphis. Because Gold Strike-Tunica is heavily dependent upon
the patronage of Memphis residents and upon tourists and other out-of-state
gaming customers coming to Tunica from Memphis, the opening of gaming casinos at
locations closer to Memphis can have a material adverse effect on Gold
Strike-Tunica's operations. De Soto County, the northwestern-most county in
Mississippi and the nearest to Memphis, by local referendum in November 1996,
voted (as it had in November 1992) against authorizing gaming activities in the
county. However, De Soto County could at any time after October 2004 again vote
on the question of allowing gaming activities in the county. In addition, the
authorization of gaming activities in Arkansas or Tennessee (which currently has
a constitutional restriction on gaming activities) could have a material adverse
effect on the Company's Tunica County operations.
 
    Gaming has expanded dramatically in the United States in recent years. This
growth has been reflected in various forms including riverboats, dockside gaming
facilities, Native American gaming ventures, land-based casinos, state-sponsored
lotteries, off-track wagering and card parlors. Since 1990, when there were
casinos in only three states (excluding casinos on Native American lands),
gaming has spread to a number of additional states and still other states are
currently considering, or may in the future consider, the legalization of casino
gaming in specific geographic areas within their jurisdictions. Casino gaming is
currently conducted by numerous Native American tribes throughout the United
States and other Native American tribes are either in the process of
establishing or are considering the establishment of gaming at additional
locations, including sites in California and Arizona. The competitive impact on
Nevada gaming establishments, in general, and the Company's operations, in
particular, from the continued growth of gaming in jurisdictions outside of
Nevada cannot be determined at this time. The Company believes that the
expansion of casino gaming in areas close to Nevada, such as California and
Arizona, could have an adverse impact on the Company's operations and, depending
on the nature, location and extent of such operations, such impact could be
material.
 
    In November 1998, the California electorate approved Proposition 5, an
initiative to provide a model compact between the State of California and its
Native American tribes, setting terms and conditions for gambling on tribal
lands. Video gaming devices and a variety of class three card games are
currently operated on a number of California reservations without a State
compact as required by federal law. If implemented, Proposition 5 would give all
California Native American tribes the right to operate an unlimited number of
certain kinds of gaming machines and conduct other forms of casino wagering on
California reservations. In December 1998, the California Supreme Court enjoined
implementation of Proposition 5 pending the resolution of legal challenges to
Proposition 5 which are currently before the Court. However, in December 1998,
the United States Court of Appeals in San Francisco declined to enforce a
federal District Court injunction shutting down the gaming operations conducted
on a number California reservations pending a resolution of the lawsuit
challenging Proposition 5. Legal challenges to Proposition 5 may delay or
prevent its implementation. However, if implemented, Proposition 5 may
negatively affect the Company. The Company is unable at this time to determine
the outcome of the litigation relating to Proposition 5 or to assess the impact
on the Company's operations or those of the Nevada joint ventures in which the
Company is a participant if Proposition 5 is eventually implemented.
 
                                       15
<PAGE>
REGULATION AND LICENSING
 
    NEVADA
 
    The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) the Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, the "Nevada Act"); and (ii) various local ordinances
and regulations. The Company's gaming operations are subject to the licensing
and regulatory control of the Nevada Gaming Commission (the "Nevada
Commission"), the Nevada State Gaming Control Board (the "Nevada Board"), and
various local licensing and regulatory authorities, including the Clark County
Liquor and Gaming Licensing Board, the City of Reno and the City of Henderson
(collectively, the "Local Authorities"). The Nevada Commission, the Nevada Board
and the Local Authorities are collectively referred to as the "Nevada Gaming
Authorities".
 
    The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Changes in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.
 
    The Company's direct and indirect subsidiaries that conduct gaming
operations or have an ownership interest in an entity that conducts gaming
operations are required to be licensed by the Nevada Gaming Authorities. The
Company is registered by the Nevada Commission as a publicly traded corporation
(a "Registered Corporation") and has been found suitable to own the stock of
Circus Circus Casinos, Inc., Slots-A-Fun, Inc., Edgewater Hotel Corporation,
Colorado Belle Corp., New Castle Corp., Ramparts, Inc. and Mandalay Corp., each
of which is a corporate gaming licensee under the terms of the Nevada Act
(individually, a "Corporate Licensee" and collectively with the additional
corporate subsidiaries referenced herein below, the "Corporate Licensees") that
has been licensed to conduct nonrestricted gaming operations at its respective
gaming establishment. The Company has also been found suitable to own the stock
of M.S.E. Investments, Incorporated ("M.S.E."), Last Chance Investments, Inc.
("LCI"), Goldstrike Investments, Inc. ("GII"), Diamond Gold, Inc. ("DGI"), Oasis
Development Company, Inc. ("Oasis") and Galleon, Inc. ("Galleon"), each of which
is a Corporate Licensee that has been licensed as a general partner of one or
more Nevada general partnerships that have been licensed to conduct
nonrestricted or restricted gaming operations at their respective gaming
establishments. M.S.E., LCI and GII are each licensed as general partners of
Railroad Pass Investment Group, a Nevada general partnership ("Railroad Pass"),
Jean Development Company, a Nevada general partnership ("Jean Development"),
Jean Development West, a Nevada general partnership ("Jean West"), Gold Strike
Fuel Company, a Nevada general partnership ("GSFC") and Jean Fuel Company West,
a Nevada general partnership ("Jean Fuel") and Gold Strike L.V., a Nevada
general partnership ("GSLV"); DGI is licensed as a general partner of GSLV and
Jean West; Oasis is licensed as a general partner of GSFC and Jean Fuel; and
Galleon is licensed as a 50% general partner of Circus and Eldorado Joint
Venture, a Nevada general partnership ("CEJV") which operates the Silver Legacy
and GSLV is licensed as a 50% general partner of Victoria Partners, a Nevada
general partnership ("Victoria Partners") which operates Monte Carlo (all such
general partnerships individually, a "Partnership Licensee" and collectively,
the "Partnership Licensees"). Railroad Pass, Jean Development, Jean West, CEJV
and Victoria Partners have each been licensed to conduct nonrestricted gaming
operations at their respective gaming establishments and Jean Fuel and GSFC have
each been licensed to conduct restricted gaming operations consisting of 15 or
fewer slot machines at their respective gaming establishments.
 
                                       16
<PAGE>
    The gaming licenses held by the Corporate Licensees and the Partnership
Licensees (each individually, a "Gaming Subsidiary" and collectively, the
"Gaming Subsidiaries") to conduct nonrestricted gaming operations require the
payment of periodic fees and taxes and are not transferable. As a Registered
Corporation, the Company is required periodically to submit detailed financial
and operating reports to the Nevada Commission and furnish any other information
which the Nevada Commission may require. No person may become a stockholder or
partner of, or receive any percentage of profits from the Gaming Subsidiaries
without first obtaining licenses and approvals from the Nevada Gaming
Authorities. The Company and the Gaming Subsidiaries have obtained from the
Nevada Gaming Authorities the various registrations, approvals, findings of
suitability permits and licenses required in order to engage in gaming
activities in Nevada.
 
    The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or the
Gaming Subsidiaries in order to determine whether such individual is suitable or
should be licensed as a business associate of a gaming licensee. Officers,
directors and certain key employees of the Gaming Subsidiaries must file
applications with the Nevada Gaming Authorities and may be required to be
licensed or found suitable by the Nevada Gaming Authorities. Officers, directors
and key employees of the Company who are actively and directly involved in
gaming activities of the Gaming Subsidiaries may be required to be licensed or
found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities
may deny an application for licensing for any cause which they deem reasonable.
A finding of suitability is comparable to licensing, and both require submission
of detailed personal and financial information followed by a thorough
investigation. The applicant for licensing or a finding of suitability must pay
all the costs of the investigation. Changes in licensed positions must be
reported to the Nevada Gaming Authorities and in addition to their authority to
deny an application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate position.
 
    If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or a Gaming Subsidiary, the companies involved
would have to sever all relationships with such person. In addition, the Nevada
Commission may require the Company and the Gaming Subsidiaries to terminate the
employment of any person who refuses to file appropriate applications.
Determinations of suitability or of questions pertaining to licensing are not
subject to judicial review in Nevada.
 
    The Company and the Gaming Subsidiaries are required to submit detailed
financial and operating reports to the Nevada Commission. Substantially all
material loans, leases, sales of securities and similar financing transactions
by the Company and the Gaming Subsidiaries must be reported to or approved by
the Nevada Commission.
 
    If it were determined that the Nevada Act was violated by a Gaming
Subsidiary, the gaming licenses it holds could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, the Gaming Subsidiaries, the Company and the
persons involved could be subject to substantial fines for each separate
violation of the Nevada Act at the discretion of the Nevada Commission. Further,
a supervisor could be appointed by the Nevada Commission to operate the
Company's gaming properties and, under certain circumstances, earnings generated
during the supervisor's appointment (except for reasonable rental value of the
casino) could be forfeited to the State of Nevada. Limitation, conditioning or
suspension of any gaming license or the appointment of a supervisor could (and
revocation of any gaming license would) materially adversely affect the
Company's gaming operations.
 
    Any beneficial holder of the Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be investigated,
and have his suitability as a beneficial holder of the Company's voting
securities determined if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared policies of the
state of Nevada. The applicant
 
                                       17
<PAGE>
must pay all costs of investigation incurred by the Nevada Gaming Authorities in
conducting any such investigation.
 
    The Nevada Act requires any person who acquires beneficial ownership of more
than five percent of a Registered Corporation's voting securities to report the
acquisition to the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of a Registered Corporation's voting securities apply to
the Nevada Commission for a finding of suitability within thirty days after the
Chairman of the Nevada Board mails the written notice requiring such filing.
Under certain circumstances, an "institutional investor", as defined in the
Nevada Act, which acquires more than 10%, but not more than 15%, of the
Registered Corporation's voting securities may apply to the Nevada Commission
for a waiver of such finding of suitability if such institutional investor holds
the voting securities for investment purposes only. An institutional investor
shall not be deemed to hold voting securities for investment purposes unless the
voting securities were acquired and are held in the ordinary course of business
as an institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of the Company, any change in the Company's corporate charter, bylaws,
management, policies or operations of the Registered Corporation, or any of its
gaming affiliates, or any other action which the Nevada Commission finds to be
inconsistent with holding the Registered Corporation's voting securities for
investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders; (ii) making financial and other
inquiries of management of the type normally made by securities analysts for
informational purposes and not to cause a change in its management, policies or
operations; and (iii) such other activities as the Nevada Commission may
determine to be consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation, partnership or
trust, it must submit detailed business and financial information including a
list of beneficial owners. The applicant is required to pay all costs of
investigation.
 
    Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or
the Chairman of the Nevada Board, may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails to identify
the beneficial owner. Any stockholder found unsuitable and who holds, directly
or indirectly, any beneficial ownership of the Company's voting securities
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. The Company is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Company or the Gaming Subsidiaries, the
Company: (i) pays that person any dividend or interest upon voting securities of
the Company; (ii) allows that person to exercise, directly or indirectly, any
voting right conferred through securities held by that person; (iii) pays
remuneration in any form to that person for services rendered or otherwise; or
(iv) fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities including, if necessary, the immediate purchase
of said voting securities for cash at fair market value. Additionally, the Clark
County Liquor and Gaming Licensing Board has the authority to approve all
persons owning or controlling the stock of any corporation controlling a gaming
licensee.
 
    The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Corporation to file applications, be investigated and
be found suitable to own the debt security of a Registered Corporation if the
Nevada Commission has reason to believe that such holder's acquisition of such
debt security would otherwise be inconsistent with the declared policy of the
State of Nevada. If the Nevada Commission determines that a person is unsuitable
to own such security, then pursuant to the Nevada Act, the Registered
Corporation can be sanctioned, including the loss of its approvals, if without
the prior approval of the Nevada Commission, it: (i) pays to the unsuitable
person any dividend, interest, or any distribution whatsoever; (ii) recognizes
any voting right by such unsuitable person in connection with such securities;
(iii) pays the unsuitable person remuneration in any form; or (iv) makes any
payment to the unsuitable person by way of principal, redemption, conversion,
exchange, liquidation or similar transaction.
 
                                       18
<PAGE>
    The Company is required to maintain a current stock ledger in Nevada which
may be examined by the Nevada Gaming Authorities at any time. If any securities
are held in trust by an agent or by a nominee, the record holder may be required
to disclose the identity of the beneficial owner to the Nevada Gaming
Authorities. A failure to make such disclosure may be grounds for finding the
record holder unsuitable. The Company is also required to render maximum
assistance in determining the identity of the beneficial owner. The Nevada
Commission has the power to require the Company's stock certificates to bear a
legend indicating that the securities are subject to the Nevada Act. However, to
date, the Nevada Commission has not imposed such a requirement on the Company.
 
    The Company may not make a public offering of its securities without the
prior approval of the Nevada Commission if the securities or proceeds therefrom
are intended to be used to construct, acquire or finance gaming facilities in
Nevada, or to retire or extend obligations incurred for such purposes. On
January 28, 1999, the Nevada Commission granted the Company prior approval to
make public offerings for a period of two years, subject to certain conditions
(the "Shelf Approval"). The Shelf Approval also applies to any affiliated
company wholly owned by the Company (an "Affiliate") which is a publicly traded
corporation or would thereby become a publicly traded corporation pursuant to a
public offering. The Shelf Approval also includes approval for the Corporate
Licensees to guarantee any security issued by, or to hypothecate their assets to
secure the payment or performance of any obligations issued by, the Company or
an Affiliate in a public offering under the Shelf Registration. However, the
Shelf Approval may be rescinded for good cause without prior notice upon the
issuance of an interlocutory stop order by the Chairman of the Nevada Board and
must be renewed annually. The Shelf Approval does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada Board as to
the accuracy or adequacy of the prospectus or the investment merits of the
securities offered. Any representation to the contrary is unlawful.
 
    Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior approval
of the Nevada Commission. Entities seeking to acquire control of a Registered
Corporation must satisfy the Nevada Board and Nevada Commission in a variety of
stringent standards prior to assuming control of such Registered Corporation.
The Nevada Commission may also require controlling stockholders, officers,
directors and other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of the approval process relating to the transaction.
 
    The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming corporate licensees, and Registered Corporations that
are affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purposes of acquiring control of the
Registered Corporation.
 
    License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Gaming Subsidiaries' respective operations are
conducted. Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a
 
                                       19
<PAGE>
percentage of the gross revenues received; (ii) the number of gaming devices
operated; or (iii) the number of gaming tables operated. A casino entertainment
tax is also paid by nonrestricted casino operations where entertainment is
furnished in connection with the serving or selling of food or refreshments or
the selling of merchandise. Nevada licensees that hold a license as an operator
of a slot route, or a manufacturer's or distributor's license, also pay certain
fees and taxes to the State of Nevada.
 
    Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively, the
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease in the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with certain reporting
requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engage in activities or
enter into associations that are harmful to the state of Nevada or its ability
to collect gaming taxes and fees, or employ, contract with or associate with a
person in the foreign operation who has been denied a license or finding of
suitability in Nevada on the ground of personal unsuitability.
 
    The sale of alcoholic beverages at the gaming establishments operated by the
Gaming Subsidiaries is subject to licensing, control and regulation by the
applicable Local Authorities. All licenses are revocable and are not
transferable. The Local Authorities involved have full power to limit,
condition, suspend or revoke any such license, and any such disciplinary action
could (and revocation would) have a material adverse affect upon the operations
of the licensed gaming establishments.
 
    MISSISSIPPI
 
    The Company conducts its Mississippi gaming operations through a Mississippi
subsidiary, Circus Circus Mississippi, Inc. ("CCMI"). The ownership and
operation of casino gaming facilities in Mississippi are subject to extensive
state and local regulation. In order to open and operate Gold Strike-Tunica
(formerly Circus Circus-Tunica), the Company was required to register under the
Mississippi Gaming Control Act (the "Mississippi Act") and its Mississippi
gaming operations are subject to the licensing and regulatory control of the
Mississippi Gaming Commission (the "Mississippi Commission") and various local
and county regulatory agencies. Effective October 29, 1991, the Mississippi
Commission adopted regulations in furtherance of the Mississippi Act (the
"regulations"). Changes in the Mississippi Act, the regulations and/or
interpretations of the Mississippi Act and the regulations by the Mississippi
Commission could have a material adverse effect on gaming operations conducted
by the Company in Mississippi.
 
    The Company is required to submit detailed financial, operating and other
reports to the Mississippi Commission. Substantially all loans, leases, sales of
securities and similar financing transactions entered into by CCMI must be
reported to or approved by the Mississippi Commission. CCMI also is required to
periodically submit detailed financial and operating reports to the Mississippi
Commission and the Mississippi State Tax Commission and to furnish any other
information required thereby.
 
    Each of the directors, officers and key employees of the Company who are
actively and directly engaged in the administration or supervision of gaming in
Mississippi, or who have any other significant direct or indirect involvement
with the gaming activities of the Company in Mississippi, must be found suitable
therefor, and may be required to be licensed, by the Mississippi Commission. The
finding of suitability is comparable to licensing, and both require submission
of detailed personal financial information followed by a thorough investigation.
In addition, any individual who is found to have a material relationship to, or
material involvement with, the Company may be required to be investigated in
order to be found suitable or to be licensed as a business associate of the
Company. Key employees, controlling
 
                                       20
<PAGE>
persons or others who exercise significant influence upon the management or
affairs of the Company may also be deemed to have such a relationship or
involvement. There can be no assurance that a person who is subject to a finding
of suitability will be found suitable by the Mississippi Commission. An
application for licensing may be denied for any cause deemed reasonable by the
Mississippi Commission. The findings of suitability of directors, officers and
key employees must be renewed every two years. Changes in licensed positions
must be reported to the Mississippi Commission. In addition to its authority to
deny an application for a license, the Mississippi Commission has jurisdiction
to disapprove a change in corporate position. If the Mississippi Commission were
to find a director, officer or key employee unsuitable for licensing or
unsuitable to continue having a relationship with the Company, the Company would
have to suspend, dismiss and sever all relationships with such person in order
to continue to have any involvement in gaming in Mississippi. The Company would
have similar obligations with regard to any person who should refuse to file
appropriate applications. Each gaming employee at a Mississippi gaming facility
must obtain from the Mississippi Commission a work permit which may be revoked
upon the occurrence of certain specified events.
 
    Mississippi statutes and regulations give the Mississippi Commission the
discretion to require a suitability finding with respect to anyone who acquires
any security of the Company, regardless of the percentage of ownership. The
current policy of the Mississippi Commission is to require anyone acquiring five
percent or more of any voting securities of a public or private company to be
found suitable. If the owner of voting securities who is required to be found
suitable is a corporation, partnership or trust, it must submit detailed
business and financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation which the Company may
reimburse. The Mississippi Commission has selected those persons it feels were
required to be investigated and found suitable and has granted the findings of
suitability. However, other persons, for the reasons set forth above, may be
required to be found suitable. The Mississippi Commission may at any time
dissolve, suspend, condition, limit or restrict a license or approval to own
equity interests in the Company for any cause deemed reasonable by the
Mississippi Commission.
 
    Any owner of voting securities found unsuitable and who holds, directly or
indirectly, any beneficial ownership of equity interests in the Company beyond
such period of time as may be prescribed by the Mississippi Commission may be
guilty of a misdemeanor. Any person who fails or refuses to apply for a finding
of suitability or a license within 30 days after being ordered to do so by the
Mississippi Commission may be found unsuitable. The Company will be subject to
disciplinary action if, after it receives notice that a person is unsuitable to
be an owner of or to have any other relationship with it, the Company: (i) pays
the unsuitable person any dividends or interest upon any securities of the
gaming subsidiary or any payments or distribution of any kind whatsoever; (ii)
recognizes the exercise, directly or indirectly, of any voting rights in its
securities by the unsuitable person; or (iii) pays the unsuitable person any
remuneration in any form for services rendered or otherwise, except in certain
limited and specific circumstances. In addition, if the Mississippi Commission
finds any owner of voting securities unsuitable, such owner must immediately
surrender all securities to the Company, and the Company must refund any money
or other thing of value that may have been invested in the Company or made use
of by the Company.
 
    The Company is required to maintain current equity ownership ledgers in the
State of Mississippi which may be examined by the Mississippi Commission at any
time. The Company obtained a waiver of this ledger requirement from the
Mississippi Commission at its licensing hearing, however, the waiver may be
revoked, modified or suspended at any time by the Mississippi Commission in its
discretion. If any securities are held in trust by an agent or by a nominee, the
record holder may be required to disclose the identity of the beneficial owner
to the Mississippi Commission. A failure to make such disclosure may be grounds
for finding the record holder unsuitable. The Company also is required to render
maximum assistance in determining the identity of such a beneficial owner.
 
    The Mississippi Act requires that certificates representing equity
securities of the Company bear a legend to the general effect that the
securities are subject to the Mississippi Act and regulations of the
 
                                       21
<PAGE>
Mississippi Commission. The Company obtained a waiver of this legend requirement
from the Mississippi Commission, however, this waiver may be revoked, modified
or suspended by the Mississippi Commission in its discretion at any time. The
Mississippi Commission, through the power to regulate licenses, has the power to
impose additional restrictions on the Company and on the holders of the
Company's securities at any time.
 
    The Company may not make a public offering of its securities without the
prior approval of the Mississippi Commission if the securities or proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Mississippi, or to retire or extend obligations incurred for such
purposes. On January 21, 1999, the Mississippi Commission granted the Company
prior approval to make public offerings for a period of two years, subject to
certain conditions (the "Shelf Approval"). The Shelf Approval also applies to
any affiliated company wholly owned by the Company (an "Affiliate") which is a
publicly traded corporation or would thereby become a publicly traded
corporation pursuant to a public offering. However, the Shelf Approval may be
rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Executive Director of the Mississippi Commission
and must be renewed every two years. The Shelf Approval does not constitute a
finding, recommendation or approval by the Mississippi Commission as to the
accuracy or adequacy of the prospectus or the investment merits of the
securities offered. Any representation to the contrary is unlawful.
 
    The regulations provide that a change in control of the Company may not
occur without the prior approval of the Mississippi Commission.
 
    As long as CCMI is licensed to conduct gaming in Mississippi, the Company
may not engage in gaming activities in Mississippi while also conducting gaming
operations outside of Mississippi without approval of the Mississippi
Commission. The Mississippi Commission has approved the Company's gaming
activities in the following jurisdictions; Nevada, Indiana, Louisiana, Illinois,
New Jersey, Michigan and Ontario, Canada.
 
    CCMI received its Mississippi gaming license on August 18, 1994 and renewals
on July 18, 1996 and July 16, 1998. The gaming license is not transferable and
must be renewed every two years. The Mississippi Commission in 1994 enacted an
infrastructure development regulation which requires that a Mississippi casino
invest 25% of its casino costs in infrastructure facilities. Infrastructure
facilities are defined in the regulation to include a hotel with at least 250
rooms, theme park, golf course and other similar facilities. With the opening of
its resort hotel and other amenities in Tunica, CCMI has met the infrastructure
requirements. On January 21, 1999, the Mississippi Commission amended this
regulation to increase the minimum level of infrastructure investment from 25%
to 100% of the casino cost; however, the 100% infrastructure investment
amendment applies only to new casino developments and existing casino
developments that are not operating at the time of their acquisition or
purchase, and would therefore not apply to CCMI.
 
    Substantial fines for each violation of gaming laws or regulations may be
levied against the Company in Mississippi. A violation under any gaming license
held by the Company may be deemed a violation of its Mississippi license.
Suspension or revocation of any of the Company's gaming licenses or of the
approval of the Company would have a material adverse effect upon any business
conducted by the Company in Mississippi.
 
    License fees and taxes, computed in various ways depending on the type of
gaming involved, are payable to the State of Mississippi and to the county and
cities in which the Company conducts operations in Mississippi. Depending upon
the particular fee or tax involved, these fees and taxes are payable either
weekly or annually and are based upon: (i) the gross gaming revenues received by
the casino operation; (ii) the number of slot machines operated by the casino;
and (iii) the number of gaming tables operated by the casino. The legal age for
gaming in Mississippi is 21.
 
                                       22
<PAGE>
    ILLINOIS
 
    The Company is subject to the jurisdiction of the Illinois gaming
authorities as a result of its acquisition of the Grand Victoria riverboat
casino and gaming complex based in Elgin, Illinois.
 
    In 1990, the Riverboat Gambling Act (the "Illinois Act") was enacted by the
State of Illinois. The Illinois Act authorizes the five-member Illinois Gaming
Board (the "Illinois Board") to issue up to ten owners licenses on navigable
streams within or forming a boundary of the State of Illinois except for Lake
Michigan and any waterway in Cook County, which includes Chicago. The Illinois
Act strictly regulates the facilities, persons, associations and practices
related to gaming operations pursuant to the police powers of the State of
Illinois, including comprehensive law enforcement supervision. The Illinois Act
grants the Illinois Board specific powers and duties, and all other powers
necessary and proper to fully and effectively execute the Illinois Act for the
purpose of administering, regulating and enforcing the system of riverboat
gaming. The Illinois Board's jurisdiction extends to every person, association,
corporation, partnership and trust involved in riverboat gaming operations in
the State of Illinois.
 
    The Illinois Act requires the owner of a riverboat gaming operation to hold
an owner's license issued by the Illinois Board. Each owner's license permits
the holder to own up to two riverboats, however, gaming participants are limited
to 1,200 for any owner's license. The number of gaming participants will be
determined by the number of gaming positions available and such positions will
be counted as follows: positions for games utilizing electronic gaming devices
will be determined as 90% of the total number of devices available for play;
craps tables will be counted as having ten gaming positions; and games utilizing
live gaming devices, except for craps, will be counted as having five gaming
positions. A licensed owner who holds greater than 10% interest on one riverboat
operation, may hold up to 10% of a second riverboat gaming operation in
Illinois.
 
    The Illinois Act restricts the granting of certain of the ten owners'
licenses by location. Four are for operators docking at sites on the Mississippi
River, one is for an operator docking at a site on the Illinois River south of
Marshall County and one is for an operator docking at a site on the Des Plaines
River in Will County. The remaining four owner's licenses are not restricted as
to location. In addition to the ten owner's licenses which may be authorized
under the Illinois Act, the Illinois Board may issue special event licenses
allowing persons who are not otherwise licensed to conduct riverboat gaming to
conduct such gaming on a specified date or series of dates. Riverboat gaming
under such a license may take place on a riverboat not normally used for
riverboat gaming.
 
    The gaming license issued to the Grand Victoria riverboat casino in October
1994, was valid for an initial period of three years and now must be renewed
annually. Most recently, its license was renewed in October 1998. An owner
licensee is eligible for renewal upon payment of the applicable fee and a
determination by the Illinois Board that the licensee continues to meet all of
the requirements of the Illinois Act and Illinois Board rules. An ownership
interest in an owner's license, or in a business entity other than a publicly
held business entity which holds an owner's license, may not be (i) transferred
or (ii) pledged as collateral without the approval of the Illinois Board. The
Illinois Board also requires that employees of a riverboat gaming operation and
vendors of gaming supplies and equipment be licensed.
 
    The Illinois Act does not limit the maximum bet or per patron loss.
Owner-licensees, however, may set any maximum or minimum limits on wagering
under the Illinois Act. No person under the age of 21 is permitted to wager.
 
                                       23
<PAGE>
    An admission tax is imposed on the owner of a riverboat operation at a rate
of $2 per person admitted. Additionally, a wagering tax is imposed on the
adjusted gross receipts, as defined in the Illinois Act, of a riverboat
operation. As of January 1, 1998, the wagering tax is as follows: 15% of
adjusted gross receipts up to and including $25,000,000; 20% of adjusted gross
receipts in excess of $25,000,000 but not exceeding $50,000,000; 25% of adjusted
gross receipts in excess of $50,000,000 but not exceeding $75,000,000; 30% of
adjusted gross receipts in excess of $75,000,000 but not exceeding $100,000,000;
and 35% of adjusted gross receipts in excess of $100,000,000. The owner-licensee
is required to wire the wagering tax payment to the Illinois Board daily.
 
    Under the Illinois Act, there is a four-hour maximum period during which
gaming may be conducted during a gaming excursion. Gaming is deemed to commence
when the first passenger boards a riverboat for an excursion and may continue
while other passengers are boarding for a period not to exceed 30 minutes. A
gaming excursion is deemed to have started upon the commencement of gaming.
Gaming may continue for a period not to exceed 30 minutes after the gangplank or
its equivalent is lowered. During this 30-minute period of egress, new
passengers may not board a riverboat. Special event extended cruises may be
authorized by the Illinois Board.
 
    If a riverboat captain reasonably determines that either it is unsafe to
transport passengers on the waterway due to inclement weather or the riverboat
has been rendered temporarily inoperable by unforeseeable mechanical or
structural difficulties or river icing, the riverboat shall either not leave the
dock or immediately return to it. If a riverboat captain reasonably determines
for reasons of safety that although seaworthy, the riverboat should not leave
the dock or should return immediately thereto, due to either of the above
conditions, a gaming excursion may commence or continue while the gangplank or
its equivalent is raised and remains raised, in which event the riverboat is not
considered docked. If, due to either of the above conditions, a gaming excursion
must commence or continue with the gangplank or its equivalent raised, and the
riverboat does not leave the dock, ingress is prohibited until the completion of
the excursion.
 
    After consultation with the U.S. Army Corps of Engineers, the Illinois Board
may establish binding emergency orders upon the concurrence of a majority of the
Board regarding the navigability of rivers in the event of extreme weather
conditions, acts of God or their extreme circumstances.
 
    The Illinois Board is authorized to conduct investigations into the conduct
of gaming as it may deem necessary and proper and into alleged violations of the
Illinois Act and the Illinois Board's rules. Employees and agents of the
Illinois Gaming Board have access to and may inspect any facilities relating to
the riverboat gaming operations at all times.
 
    A holder of any license is subject to imposition of fines, suspension or
revocation of such license, or other action for any act or failure to act by
himself or his agents or employees, that is injurious to the public health,
safety, morals, good order and general welfare of the people of the State of
Illinois, or that would discredit or tend to discredit the Illinois gaming
industry or the State of Illinois. Any riverboat operations not conducted in
compliance with the Illinois Act may constitute an illegal gaming place and
consequently may be subject to criminal penalties, which penalties include
possible seizure, confiscation and destruction of illegal gaming devices and
seizure and sale of riverboats and dock facilities to pay any unsatisfied
judgment that may be recovered and any unsatisfied fine that may be levied. The
Illinois Act also provides for civil penalties, equal to the amount of gross
receipts derived from wagering on the gaming, whether unauthorized or
authorized, conducted on the day of any violation. The Illinois Board may revoke
or suspend licenses, as the Illinois Board may see fit and in compliance with
applicable laws of the State of Illinois regarding administrative procedures and
may suspend an owner's license, without notice or hearing, upon a determination
that the safety or health of patrons or employees is jeopardized by continuing a
riverboat's operation. The suspension may remain in effect until the Illinois
Board determines that the cause for suspension has been abated and it may revoke
the owner's license upon a determination that the owner has not made
satisfactory progress toward abating the hazard.
 
                                       24
<PAGE>
    The Illinois Board requires that a "Key Person" of an owner licensee submit
a Personal Disclosure or Business Entity Form and be investigated and approved
by the Illinois Board. The Illinois Board shall certify for each applicant for
or holder of an owner's license each position, individual or Business Entity
that is to be approved by the Board and maintain suitability as a Key Person.
With respect to an applicant for or the holder of an owner's license, Key Person
shall include: any Business Entity and any individual with an ownership interest
or voting rights of more than 5% in the licensee or applicant, and the trustee
of any trust holding such ownership interest or voting rights; the directors of
the licensee or applicant and its chief executive officer, president and chief
operating officer, or their functional equivalents; and all other individuals or
Business Entities that, upon review of the applicant's or licensees Table of
Organization, Ownership and Control the Board determines hold a position or a
level of ownership, control or influence that is material to the regulatory
concerns and obligations of the Illinois Board for the specified licensee or
applicant.
 
    In order to assist the Illinois Board in its determination of Key Persons,
applicants for or holders of an owner's license shall provide to the Illinois
Board a Table of Organization, Ownership and Control. The Table of Organization,
Ownership and Control shall identify in sufficient detail the hierarchy of
individuals and Business Entities that, through direct or indirect means, manage
own or control the interests and assets of the applicant or licensee holder. If
a Business Entity identified in the Table of Organization, Ownership and Control
is a percentage of ownership interest of each individual or Business Entity with
ownership of more than 5% of the voting shares of the entity, to the extent such
information is known or contained in 13D or 13G Securities and Exchange
Commission filings; to the extent known, the names and percentage of interest of
ownership of persons who are relatives of one another and who together (as
individuals or through trusts) exercise control over or own more than 10%
percent of the voting shares of the entity; and any trust holding a more than 5%
ownership or voting interest in the company, to the extent such information is
known or contained in 13D or 13G Securities and Exchange Commission filings. The
Table of Organization may be disclosed under the Freedom of Information Act.
 
    Each owner licensee shall provide a means for the economic disassociation of
a Key Person in the event such economic disassociation is required by an order
of the Illinois Board. Based upon findings from an investigation into the
character, reputation, experience, associations, business probity and financial
integrity of a Key Person, the Illinois Board may enter an order upon the
licensee to require the economic disassociation of such Key Person.
 
    Furthermore, each applicant for an owner's license or owner licensee must
disclose the identity of every person, association, trust or corporation having
a greater than 1% direct or indirect pecuniary interest in an owner licensee or
in the riverboat gaming operation with respect to which the license is sought.
The Illinois Board may also require an applicant or owner licensee to disclose
any other principal or investor and require the investigation and approval of
such individuals.
 
    The Illinois Board (unless the investor qualifies as an Institutional
Investor) requires a Personal Disclosure Form from any person or entity who or
which, individually or in association with others, acquires directly or
indirectly, beneficial ownership of more than 5% of any class of voting
securities or nonvoting securities convertible into voting securities of a
publicly traded corporation which holds an ownership interest in the holder of
an owner's license. If the Illinois Board denies an application for such a
transfer and if no hearing is requested, the applicant for the transfer of
ownership must promptly divest those shares in the publicly traded parent
corporation. The holder of an owner's license would not be able to distribute
profits to a publicly traded parent corporation until such shares have been
divested. If a hearing is requested, the shares need not be divested and profits
may be distributed to a publicly-held parent corporation pending the issuance of
a final order from the Illinois Board.
 
    An Institutional Investor that individually or jointly with others,
cumulatively acquires, directly or indirectly, 5% or more of any class of voting
securities of a publicly-traded licensee or a licensee's publicly-traded parent
corporation shall, within no less than ten days after acquiring such securities,
notify the
 
                                       25
<PAGE>
Administrator of the Illinois Board of such ownership and shall provide any
additional information as may be required. If an Institutional Investor (as
specified above) acquires 10% or more of any class of voting securities of a
publicly-traded licensee or a licensee's publicly-traded parent corporation, it
shall file an Institutional Investor Disclosure Form within 45 days after
acquiring such level of ownership interest. The licensee shall notify the
Administrator as soon as possible after it becomes aware that it or its parent
is involved in an ownership acquisition by an Institutional Investor subject to
this Section. Notwithstanding the foregoing, the Institutional Investor's
obligation under this Section shall be independent of the licensee's obligation
to notify the Administrator.
 
    In addition to Institutional Investor Disclosure Forms, certain other forms
may be required to be submitted to the Illinois Board. An owner-licensee must
submit a Marketing Agent Form to the Illinois Board for each Marketing Agent
with whom it intends to do business. A Marketing Agent is a person or entity,
other that a junketeer or an employee of a riverboat gaming operation, who is
compensated by the riverboat gaming operation in excess of $100 per patron per
trip for identifying and recruiting patrons. Key Persons of owner-licensees must
submit Trust Identification Forms for trusts, excluding land trusts, for which
they are a grantor, trustee or beneficiary each time such a trust relationship
is established, amended or terminated.
 
    The Illinois Board may waive any licensing requirement or procedure provided
by rule if it determines that such waiver is in the best interests of the public
and the gaming industry. Also, the Illinois Board may, from time to time, amend
or change its rules.
 
    Uncertainty exists regarding the Illinois gambling regulatory environment
due to limited experience in interpreting the Illinois Act.
 
    From time to time, various proposals have been introduced in the Illinois
legislature that, if enacted, would affect the taxation, regulation, operation
or other aspects of the gaming industry or the Company. Some of this
legislation, if enacted, could adversely affect the gaming industry or the
Company. No assurance can be given whether such or similar legislation will be
enacted.
 
    Applicants for and holders of an owner's license are required to obtain
formal approval from the Illinois Board for changes in the following areas: (i)
Key Persons; (ii) type of entity; (iii) equity and debt capitalization of the
entity; (iv) investors and/or debt holders; (v) source of funds; (vi)
applicant's economic development plan; (vii) riverboat capacity or significant
design change; (viii) gaming positions, (ix) anticipated economic impact; or (x)
agreements, oral or written, relating to the acquisition or disposition of
property (real or personal) of a value greater than $1 million.
 
    A holder of an owner's license is allowed to make distributions to its
stockholders only to the extent that such distribution would not impair the
financial viability of the gaming operation. Factors to be considered by the
licensee will include but not be limited to the following: (i) cash flow, casino
cash and working capital requirements; (ii) debt service requirements
obligations and covenants associated with financial instruments; (iii)
requirements for repairs and maintenance and capital improvements; and (iv)
employment or economic development requirements of the Act; and (v) a licensee's
financial projections.
 
    MICHIGAN
 
    The Company is subject to the jurisdiction of the Michigan gaming
authorities as a result of a Company subsidiary, Circus Circus Michigan, Inc.,
having an ownership interest in Detroit Entertainment, L.L.C., which has
executed a Development Agreement with the City of Detroit for the construction
and operation of a casino within the City of Detroit, and has filed an
application for a Michigan casino license with the Michigan Gaming Control
Board.
 
                                       26
<PAGE>
    In 1996, the Michigan Gaming Control and Revenue Act was adopted by public
initiative. In 1997, a substantive modification to the Michigan Act was enacted
(herein, as modified, the "Michigan Act"). The Michigan Act does not license or
regulate Native American casino gaming in Michigan.
 
    The Michigan Act establishes a five-member Michigan Gaming Control Board
(the "Michigan Board") and authorizes the Michigan Board to issue up to three
casino licenses in any Michigan city which has a population of at least 800,000
at the time the casino license is issued and which is located within 100 miles
of any other state or country in which gaming was permitted on December 5, 1996,
provided the local legislative body of the city has enacted an ordinance
approving casino gaming which is consistent with the Michigan Act and rule
promulgated pursuant to the Michigan Act. At the present time, the City of
Detroit is the only Michigan city which meets the qualification requirements.
 
    The Michigan Act strictly regulates the facilities, persons, associations
and practices related to the to the casino gaming operations and the buildings,
facilities and rooms functionally or physically connected to the casino gaming
operations, including any bar, restaurant, hotel, cocktail lounge, retail
establishment or arena and any other facility located in the city which is under
the control of the casino licensee or an affiliated company (collectively, under
the Michigan Act, a "Casino Enterprise") pursuant to the police powers of the
State of Michigan, including comprehensive law enforcement supervision.
 
    The Michigan Act grants the Michigan Board specific powers and duties, and
all other powers necessary and proper to fully and effectively execute the
Michigan Act for the purpose of administering, regulating and enforcing the
system of casino gaming in Michigan. The Michigan Board's jurisdiction extends
to every person, association, corporation, partnership, trust and other business
entity involved in casino gaming operations governed by the Michigan Act in the
State of Michigan.
 
    The Michigan Act requires as a condition precedent to the issuance of a
casino license that the applicant for a casino license enter into a development
agreement (a "Development Agreement") with the city in which the casino is
located. The limited liability company in which the Company has an ownership
interest, Detroit Entertainment, L.L.C., has entered into a Development
Agreement with the City of Detroit and, therefore, this condition precedent has
been met.
 
    Under the Michigan Act, in order to operate a casino in a qualified city the
casino applicant must obtain a casino license from the Michigan Board. A
licensed owner who holds greater than a 10% interest in one casino operation
licensed under the Michigan Act is prohibited from owning more than a 10%
ownership in any other casino license issued under the Michigan Act.
 
    The Michigan Act authorizes the Michigan Board to adopt rules consistent
with the Michigan Act and in compliance with rule making procedures established
by the laws of the State of Michigan. The Michigan Board has adopted rules in
accordance with the Michigan Act.
 
    The Michigan Act defines "control" of a casino license applicant or a casino
licensee as having a greater than 15% direct or indirect pecuniary interest in
the casino license applicant or casino licensee. For purposes of the Michigan
Act, the Company has control of Detroit Entertainment, L.L.C. by virtue of the
Company subsidiary's forty five percent ownership interest in Detroit
Entertainment, L.L.C.
 
    The Michigan Act and Michigan Board rules require that certain owners and
"Key Persons" of a casino license applicant and a casino licensee meet the
qualification and approval standards set forth in the Michigan Act and the
Michigan Board rules. These owners and Key Persons are required to timely file
qualification information in the form of a Personal Disclosure Form or a
Business Disclosure Form with the Michigan Board and be approved by the Michigan
Board.
 
    Each person, other than a shareholder of a publicly traded company, who
directly or indirectly beneficially owns 1% or more of the casino license
applicant or casino licensee must submit the qualification information to the
Michigan Board. Each shareholder who directly or indirectly beneficially owns
more than 5% of a publicly traded company which owns 1% or more of a Michigan
casino license
 
                                       27
<PAGE>
applicant or casino licensee must submit qualification information to the
Michigan Board. Under the Michigan Act and the Michigan Board rules, an
"Institutional Investor" which has invested in the equity or debt securities of
a publicly traded company which owns 1% or more of the casino license applicant
or casino licensee may, under certain conditions discussed below, obtain a
waiver from meeting the qualification and approval standards established by the
Michigan Act and the Michigan Board rules.
 
    Each Key Person of the casino license applicant or casino licensee must
submit qualification information to the Michigan Board. The Michigan Board rules
provide that a "Key Person" includes any person who (1) is an officer, director,
trustee, partner or proprietor of the casino license applicant or casino
licensee, (2) holds a combined direct, indirect or attributed debt or equity
interest of more than 5% in a casino license applicant or casino licensee, (3)
holds a combined direct, indirect or attributed interest of more than 5% in a
person who has a controlling interest in a casino license applicant or a casino
licensee, (4) is a managerial employee or an affiliate or holding company with
control of the casino licensee applicant or casino licensee or an affiliate or
holding company with control of the casino license applicant or casino licensee
and who performs the function of principal executive officer, principal
operating officer, principal accounting officer or equivalent thereof, or (5) is
a managerial employee of the casino license applicant or casino licensee or an
affiliate or holding company with control thereof who will perform or performs
the function of gaming operations manager or will exercise or exercises
management, supervisory or policy making authority over the proposed or existing
gaming operation or Casino Enterprise in Michigan and who is not otherwise
subject to occupational licensing under the Michigan Act.
 
    The Michigan Board is currently taking the position that an Institutional
Investor which individually or in association with others, acquires, directly or
indirectly, beneficial ownership of more than 5% of a person that has applied
for or holds a casino license or the holding company or intermediary of a casino
license applicant or casino licensee shall notify the Michigan Board of the
acquisition within ten business days after the Institutional Investor acquires
the interest or files form 13-D or 13-G with the Securities and Exchange
Commission, or both, and shall provide additional information, and may be
subject to a finding of suitability as required by the Michigan Board. Under the
Michigan Board rules, the Company is a holding company of Detroit Entertainment,
L.L.C., which is a casino license applicant under the Michigan Act and the
Michigan Board rules.
 
    The Michigan Board is currently taking the position that any Institutional
Investor which owns or acquires, directly or indirectly, beneficial ownership of
more than a 5% interest but not more than a 10% interest in a person that has
applied for or holds a casino license or the holding company or intermediary of
a casino license applicant or casino licensee may obtain from the Michigan Board
a waiver of the eligibility and suitability requirements of the Michigan Act and
the Michigan Board rules if the securities were purchased for investment
purposes only and not for the purpose of influencing or affecting the affairs of
the issuer, the casino licensee or its affiliates. In order to obtain the
waiver, the Institutional Investor must complete and file with the Michigan
Board a Michigan Institutional Investor Waiver Application (less than 10%
interest), which requires certain Institutional Investor identification
information and a certification concerning investment intent.
 
    An Institutional Investor which owns or acquires, directly or indirectly,
beneficial ownership of more than a 10% interest but not more than 15% interest
in a person that has applied for or holds a casino license or the holding
company or intermediary of a casino license applicant or casino licensee may
also apply to the Michigan Board for a waiver of the eligibility and suitability
requirements of the Michigan Act and the Michigan Board rules. The Michigan
Board rules require that an Institutional Investor within these ownership
parameters which is seeking a waiver disclose in the waiver application certain
specific information concerning the Institutional Investor which will assist the
Michigan Board in determining whether to grant the waiver request.
 
    An Institutional Investor which owns or acquires, directly or indirectly,
beneficial ownership of more than 15% of a casino license applicant or casino
licensee is required to file qualification information with
 
                                       28
<PAGE>
the Michigan Gaming Control Board within 45 days after acquiring the interest
and meet the qualification and approval standards of the Michigan Act and the
Michigan Board.
 
    An Institutional Investor which owns or acquires beneficial ownership of (1)
10% or more of debt securities of a casino licensee's affiliate or affiliated
company which are related in any way to the financing of the casino licensee or
(2) more than 50% of any issue of the outstanding debt of the casino licensee's
affiliate or affiliated company may be required to file qualification
information and meet the qualification and approval standards of the Michigan
Act and the Michigan Board. An Institutional Investor which owns or acquires
beneficial ownership of more than 5% but under 10% of debt securities of a
casino licensee's affiliate or affiliated company which are related in any way
to the financing of the casino licensee may be granted a waiver of the
eligibility and suitability standards of the Michigan Act and the Michigan Board
rules if (1) the debt securities do not represent more than 20% of the
outstanding debt of the casino licensee's affiliate or affiliated company or (2)
the debt securities represent not more than 50% of any issue of the outstanding
debt of the casino licensee's affiliate or affiliated company and (3) the debt
securities are those of a publicly traded corporation and were purchased for
investment purposed only. For purposes of the Michigan Act the Company is an
affiliate of Detroit Entertainment, L.L.C.
 
    The Michigan Board has the authority to require additional owners who have a
direct or indirect ownership interest in a casino license applicant or a casino
licensee to meet the qualification and approval standards set forth in the
Michigan Act and the Michigan Board rules notwithstanding the fact that they do
not meet the ownership thresholds currently described in the Michigan Act and
the Michigan Board rules when the Michigan Board determines that it is in the
best interests of the casino regulatory process to do so.
 
    If a shareholder who is required to submit qualification information to the
Michigan Board is not approved by the Michigan Board, then the shareholder must
promptly divest all ownership interest in the shares. If a person who seeks to
acquire shares is a person who is required to submit qualification information
to the Michigan Board and the person is not approved by the Michigan Board, then
the person may not acquire the shares and must divest all interest in the
shares. If a Key Person who is required to submit qualification information to
the Michigan Board is not approved by the Michigan Board, then the Key Person
must promptly cease all involvement in the Michigan Casino Enterprise.
 
    In addition to and separate and apart from complying with qualification and
approval standards established by the Michigan Act and the Michigan Board rules,
Michigan law requires that any person who holds a "Casino Interest" must file a
registration form with the Michigan Secretary of State not later than 5 days
after obtaining the interest. A person holding a Casino Interest includes (1) a
person who holds at least a 1% interest in a casino licensee or a Casino
Enterprise, (2) A person who is a partner, officer or key or managerial employee
of the casino licensee or Casino Enterprise, (3) a person who is an officer of
the person who holds at least a 1% interest in the casino licensee or Casino
Enterprise and (4) the spouse or children of a person described in (1) through
(3) above. For purpose of this registration requirement, a "Person" includes an
individual, limited liability company, proprietorship, firm, partnership, joint
venture, syndicate, business trust, labor organization, company, corporation,
association, committee, governmental entity or other legal entity. A person who
fails to register with the Michigan Secretary of State in compliance with
Michigan law will be assessed a late filing fee of not more than $300. In
addition, the person is subject to being charged with a misdemeanor and a fine
of not more than $1,000.
 
                                       29
<PAGE>
    Under the Michigan Act, an applicant for a casino license is, if approved,
first issued a certificate of suitability which is valid while the holder is
making satisfactory progress toward meeting the conditions of the certificate of
suitability. In the event that the Michigan Board determines that the holder of
the certificate of suitability is not, in the judgment of the Michigan Board,
making satisfactory progress toward meeting the conditions of the certificate of
suitability, the Michigan Board will reconvene the public investigative hearing
for the purpose of considering the applicant's compliance with the condition of
its certificate of suitability. The Michigan Board may thereafter take whatever
action it deems necessary to assure compliance with the certificate of
suitability or may cancel and withdraw the certificate of suitability.
 
    Under the Michigan Act, the Michigan Board will issue a casino license to
the applicant upon completion of construction of the casino in accordance with
the certificate of suitability and upon satisfactory completion of a final
operational inspection performed by the Michigan Board.
 
    Under the Act, there is no distinction between a temporary casino and a
permanent casino. Under the Development Agreement entered into with the City of
Detroit, Detroit Entertainment, L.L.C. is permitted to first construct and open
a temporary casino, which must then be replaced with a permanent casino to be
constructed in accordance with the provisions of the Development Agreement.
Detroit Entertainment, L.L.C. is currently in the process of renovating the
Wonder Bread Bakery facility in Detroit to serve as a temporary casino once
Detroit Entertainment, L.L.C. has received its casino license from the Michigan
Board, while the permanent casino site is being obtained by the City of Detroit
and made available for construction of the Detroit Entertainment, L.L.C.
permanent casino. No assurance can be given regarding if or when Detroit
Entertainment, L.L.C. will receive its casino license and be able to open the
temporary casino. The permanent casino will be constructed in accordance with
the Development Agreement once the permanent casino site has been acquired in
accordance with procedures being developed by the City of Detroit and is
prepared for construction activity. No assurance can be given regarding when the
permanent casino site will be available and ready for construction of the
permanent casino or when construction of the permanent casino will be completed
and the permanent casino opened.
 
    A casino license is renewable annually. The casino license is renewable upon
payment of the application fees and a determination by the Michigan Board that
the casino licensee continues to meet all of the requirements of the Michigan
Act and the Michigan Board rules.
 
    Under the Michigan Act and the Michigan Board rules, the transfer of a
direct or indirect beneficial ownership interest of more than 1% in a casino
license applicant or a casino licensee is regulated by and subject to the
approval of the Michigan Board. There are certain exceptions and higher
ownership thresholds in the case of ownership interests acquired in a publicly
traded corporation which has an ownership interest in a casino license applicant
or a casino licensee and ownership interests acquired by an Institutional
Investor when the ownership interests meet the exceptions established by the
Michigan Act and/or the Michigan Board rules.
 
    The Michigan Act and the Michigan Board rules also require that certain
employees of the casino license applicant and casino licensee and certain
employees of owners of the casino license applicant and casino licensee be
licensed by the Michigan Board. In addition, the Michigan Act and the Michigan
Board rules require that vendors of gaming related goods and services and
vendors of certain nongaming goods and services used by the Casino Enterprise
either register with the Michigan Board as a vendor or be licensed as a supplier
by the Michigan Board.
 
    The Michigan Act and the Michigan Board rules do not limit the maximum bet
or per person loss. Casino licensees, however, may set any maximum or minimum
limits on wagering under the Michigan Act and Michigan Board rules. No person
under the age of twenty one is permitted to wager. The casino operation may be
operated twenty four hours a day, seven days a week.
 
    Under the Michigan Act, casino licensees are subject to five forms of gaming
taxes and fees: (1) a nonrefundable application fee of $50,000, (2) a $25,000
license fee which is payable annually, (3) a
 
                                       30
<PAGE>
wagering tax equal to 18% of adjusted gross receipts, (4) a municipal services
fee in an amount equal to the greater of 1.25% of adjusted gross receipts or
$4,000,000 and (5) an annual payment of all regulatory and enforcement costs,
including compulsive gaming programs, casino related programs and activities,
casino related legal services provided by the Michigan Attorney General and
casino related expenses of the Michigan State Police up to a combined total
annual maximum of $25,000,000 in the first year of casino operations for all
casinos licensed under the Michigan Act, adjusted annually by the Detroit
Consumer Price Index, with no casino licensee being assessed more than 1/3 of
the total annual assessment, with these funds being placed into a services fee
fund. The service fee fund is prohibited from exceeding $65,000,000. If the
service fee fund exceeds $65,00,000, then the excess amount must be credited
towards the annual payments the casinos are required to make to the services fee
fund. These gaming taxes and fees are in addition to the taxes, fees and
assessments customarily paid by business entities doing business in the State of
Michigan and the City of Detroit.
 
    The Michigan Board, the Michigan Attorney General and the Michigan State
Police are authorized to conduct such investigations into the conduct of gaming
as they may deem necessary and proper, including investigations of alleged
violations of the Michigan Act and the Michigan Board rules. Employees of the
Michigan Board and the Michigan Attorney General staff and Michigan State Police
staff assigned to the Board have access to and may inspect any facilities
relating to the Casino Enterprise operations at any time. Under the Michigan
Board rules, the Michigan Board will have dedicated rooms on site at the casino
and Michigan Board staff at the casino on a twenty four hour per day, seven days
a week basis.
 
    Applicants for and holders of a casino license and their affiliates and
holding companies are required to obtain formal approval from the Michigan Board
for changes in the following areas: (1) Key Persons, (2) type of entity, (3)
equity and debt capitalization of the entity, (4) investors and/or debt holders
exceeding certain minimum percentage levels, (5) source of funds and (6) related
party transactions exceeding $250,000 in a twelve month period.
 
    A holder of a Michigan gaming license is subject to the imposition of fines,
suspension or revocation of the casino license, or other action for any act or
failure to act by the licensee or the licensee's agents or employees that is in
violation of the Michigan Act or the Michigan Board rules. Any casino operation
not conducted in compliance with the Michigan Act and the Michigan Board rules
may constitute an illegal gaming operation and consequently may be subject to
civil and criminal penalties, which penalties include the possibility of
seizure, confiscation and destruction of gaming devices and seizure and sale of
casino operations. The Michigan Act also provides for civil penalties against
casino licensees of up to $10,000 or the amount of daily gross receipts derived
from wagering on gaming on the day of the violation, whichever is greater. The
Michigan Board may revoke, suspend, restrict or place conditions on licenses and
certificates of suitability, as the Michigan Board may see fit and in compliance
with the Michigan Act and applicable laws of the State of Michigan regarding
administrative procedures, and may suspend a casino operator's license, without
notice or hearing, upon a determination that the safety or health of patrons or
employees would be threatened by the continued operation of the casino or that
the action is necessary for the immediate preservation of the integrity of
casino gaming, public peace, health, safety, morals, good order, or general
welfare.
 
    The Michigan Board may waive any licensing requirement or procedure provided
by rule and not required by the Michigan Act if it determines that such waiver
is in the best interests of the public and the gaming industry. Also, the
Michigan Board may, from time to time, amend or change its rules provided the
amendment is made in compliance with applicable Michigan law.
 
    The Michigan Act prohibits casino licensees and related persons from making
contributions to a candidate and certain political committees during (1) any
period during which the casino licensee is being considered by the Michigan
Board or the city in which the licensee seeks to operate the casino, (2) the
term during which the licensee holds a license, (3) three years following the
expiration or termination of the licensee's license and (4) the period beginning
after the effective date of the Michigan Act or the
 
                                       31
<PAGE>
period beginning one year prior to applying for a license, whichever period is
shorter. The Michigan Act also prohibits casino and any person who has an
interest in a casino licensee and the spouse, parent, child or spouse of a child
from either making a contribution indirectly to a candidate or a committee
through a legal entity that is established, directed or controlled by that
licensee, person or related party. A person is considered to have an interest in
a casino licensee if (1) the person holds at least a 1% interest in the licensee
or Casino Enterprise, (2) the person is an officer or managerial employee of the
licensee or Casino Enterprise, (3) the person is an officer of the person who
holds at least a 1% interest in the licensee or Casino Enterprise or (4) the
person is an independent committee of the licensee or Casino Enterprise.
 
    The Michigan Act and the Michigan Board rules establish extensive
requirements and procedures relating to operation of casino games, ownership
records, reporting of transactions, handling of money, extending credit,
accounting and editing, internal control systems and compliance reporting.
 
    The development agreement which has been entered into between Detroit
Entertainment, L.L.C. and the City of Detroit has numerous terms and conditions
relating to the construction and operation of a casino in the City of Detroit,
including goals for the use of Detroit based or minority businesses and the
hiring of Detroit residents. Detroit Entertainment, L.L.C. has agreed to exert
its reasonable best efforts to comply with vendor use and hiring goals. Failure
to comply with the terms of the development agreement could adversely effect the
granting of a certificate of suitability or a casino license to or the continued
casino licensure of Detroit Entertainment, L.L.C.
 
    Uncertainty exists regarding the Michigan gaming regulatory environment due
to the limited experience in interpreting the Michigan Act and the Michigan
Board rules. The Michigan Act and the Michigan Board rules are evolving pursuant
to an ongoing regulatory, legislative and judicial process and, therefore, are
subject to and in all probability will change with the maturation of casino
gaming regulated by the Michigan Act.
 
    Various regulatory ordinance proposals have been discussed by the Detroit
City Council concerning regulation of casinos in the City of Detroit. Some of
this legislation, if enacted, could adversely affect the gaming industry or the
Company. No assurance can be given whether such or similar city ordinances will
be enacted.
 
    From time to time, various proposals have been introduced in the Michigan
legislature that, if enacted, would affect the taxation, regulation, operation
or other aspects of the gaming industry or the Company. Some of this
legislation, if enacted, could adversely affect the gaming industry or the
Company. No assurance can be given whether such or similar legislation will be
enacted.
 
    OTHER JURISDICTIONS
 
    As a result of the Company's efforts to expand its gaming operations, the
Company and/or joint ventures in which the Company is a participant may become
subject to comprehensive gaming and other regulations in additional
jurisdictions. Such regulations may be similar to, and could be more restrictive
than, those currently applicable to the Company, its officers, directors or
employees or persons associated with the Company.
 
    NATIONAL GAMBLING COMMISSION
 
    A National Gambling Impact Study Commission (the "National Commission") has
been established by the United States Congress to conduct a comprehensive legal
and factual study of the social and economic impact of gaming in the United
States. The National Commission is required by the enabling legislation to issue
a report containing its findings and conclusions, together with recommendations
of the National Commission for legislation and administrative actions, within
two years after the date on which it held its first meeting, which occurred on
June 20, 1997. Any recommendations which may be made by the National Commission
could result in the enactment of new laws and/or the adoption of new regulations
 
                                       32
<PAGE>
which could adversely impact the gaming industry in general and the Company in
particular. The Company is unable at this time to determine what
recommendations, if any, the National Commission will make, or the ultimate
disposition of any recommendations the National Commission may make.
 
EMPLOYEES AND LABOR RELATIONS
 
    At March 31, 1999, the Company employed approximately 27,000 persons.
Approximately 37% of the Company's employees at January 31, 1999 were employed
pursuant to the terms of collective bargaining agreements. The contract with one
union expired on March 31, 1999. A new contract is currently being negotiated
and the Company does not anticipate any difficulties in renewing its agreement.
The Company currently has contracts with all of its other major unions with
remaining terms ranging from one to four years. The Company considers its labor
relations to be satisfactory. A work stoppage has not been experienced at a
Company-owned property since an industry-wide strike in 1975.
 
    Certain states in which gaming recently has been legalized have established
community commitment and similar laws or requirements which require that a
specified percentage of employees of gaming ventures be residents of the
community or state in which the gaming venture is located or meet certain other
criteria. These laws could affect the ability of the Company to attract and
retain qualified employees for gaming operations conducted by the Company or
joint ventures in which it participates outside Nevada.
 
FACTORS THAT MAY AFFECT OUR FUTURE RESULTS
 
    (Cautionary Statements Under the Private Securities Litigation Reform Act of
1995)
 
    Certain information included in this Report and other materials filed or to
be filed by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by the Company) contains or may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
can be identified by the fact that they do not relate strictly to historical or
current facts. They contain words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "may," "could," "might" and other words
or phrases of similar meaning in connection with any discussion of future
operating or financial performance. Such statements include information relating
to current construction activities, plans for future expansion and other
business development activities as well as other capital spending, financing
sources and the effects of regulation (including gaming and tax regulation) and
competition. From time to time, oral or written forward-looking statements are
also included in the Company's periodic reports on Forms 10-Q and 8-K, press
releases and other materials released to the public.
 
    Any or all of the forward-looking statements in this Report, in the
Company's Annual Report to Stockholders for fiscal 1999 and in any other public
statements the Company makes may turn out to be wrong. This can occur as a
result of inaccurate assumptions or as a consequence of known or unknown risks
and uncertainties. Many factors discussed in this Report, such as government
regulation and the competitive environment, will be important in determining the
Company's future performance. Consequently, actual results may differ materially
from those that might be anticipated from forward-looking statements.
 
    The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
However, any further disclosures made on related subjects in the Company's
subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. The
following discussion of risks, uncertainties and possible inaccurate assumptions
relevant to the Company's business includes factors the Company believes could
cause its actual results to differ materially from expected and historical
results. Other factors beyond those listed below could also adversely affect the
Company. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
 
                                       33
<PAGE>
    - As described under "Competition," in this Item 1, the Company and the
      joint ventures in which it is a participant operate in a very competitive
      environment, particularly in Las Vegas. The growth in the number of hotel
      rooms in Las Vegas, which will increase sharply in 1999, and the spread of
      legalized gaming in other states and countries, have negatively affected
      the Company's operating results and may continue to do so.
 
    - As discussed under "Regulation and Licensing" in this Item 1, the gaming
      operations of the Company and the joint ventures in which it is a
      participant are highly regulated by governmental authorities in Nevada,
      Mississippi and Illinois. The Detroit Joint Venture and the Company will
      also be subject to regulation by the authorities in Michigan if the
      Detroit Joint Venture successfully completes and opens a casino in
      Detroit, Michigan. This regulation may or may not be similar to that in
      Nevada, Mississippi and Illinois. The Company may also be subject to
      regulation in other jurisdictions where gaming may be conducted in the
      future.
 
    - Changes in applicable laws or regulations could have a significant effect
      on the operations of the Company and the gaming joint ventures in which it
      participates. As a result of federal legislation passed in 1996, the
      National Gambling Impact Study Commission has been conducting a two-year
      study of the gaming industry in the United States and is expected to
      report its findings and recommendations to Congress in June 1999. It is
      possible that this report may result in additional regulation and taxation
      of the gaming industry.
 
    - The Company's operations and those of the joint ventures in which it is a
      participant are affected by changes in local and national general economic
      and market conditions in the locations where operations are conducted and
      where customers live. The Company and its joint ventures' Nevada
      properties are affected by the economic conditions in California and
      Mandalay Bay may be susceptible to the effects of economic conditions in
      the Far East.
 
    - The interstate highway between Las Vegas and Southern California, where a
      large number of the Company's customers reside, has experienced long
      traffic delays during peak periods. These factors may affect the number of
      customers who visit our facilities in Southern Nevada.
 
    - Plans for future construction can be affected by a number of factors,
      including time delays in obtaining necessary governmental permits and
      approvals and legal challenges. Changes may be made in the scope of a
      project, budgets and schedules for competitive, aesthetic or other
      reasons, and these changes may also result from circumstances beyond the
      Company's control. These circumstances include weather interference,
      shortages of materials and labor, work stoppages, labor disputes,
      unforeseen engineering, environmental or geological problems and
      unanticipated cost increases. Any of these circumstances could give rise
      to delays in the completion of any project undertaken by the Company or
      any of its joint ventures or cost overruns.
 
    - The gaming industry represents a significant source of tax revenues to the
      state, county and local jurisdictions in which gaming is conducted. From
      time to time, various state and federal legislators and officials have
      proposed changes in tax laws, or in the administration of the laws,
      affecting the gaming industry. Proposals in recent years that have not
      been enacted included a federal gaming tax and increases in state or local
      taxes.
 
    - The Company believes that its recorded tax balances are adequate. However,
      it is not possible to determine with certainty the likelihood of possible
      changes in the tax laws or their administration. These changes, if
      adopted, could have a material negative effect on the operating results of
      the Company and the joint ventures in which it participates.
 
    - The Company's debt has increased in the past several years, primarily due
      to the construction of Mandalay Bay, the hotel tower at Gold Strike-Tunica
      and the expansion projects at Luxor and Circus Circus-Las Vegas. The
      interest rate on a large portion of the Company's long-term debt is
      subject to fluctuation based on changes in short-term interest rates and
      the ratings which national
 
                                       34
<PAGE>
      rating agencies assign to its outstanding debt securities. Interest
      expense could increase as a result of these factors.
 
    - Claims have been brought against the Company in various legal proceedings,
      and additional legal and tax claims arise from time to time. It is
      possible that the Company's cash flows and results of operations could be
      affected from time to time by the resolution of one or more of these
      contingencies. The Company believes that the ultimate disposition of
      current matters will not have a material impact on its financial condition
      or results of operations. See the further discussion under "Legal
      Proceedings" in Item 3 of this Form 10-K.
 
    - There is intense competition to attract and retain management and key
      employees in the gaming industry. The Company's business could be
      adversely affected in the event of its inability to recruit or retain key
      personnel.
 
    - Litigation is currently pending in the United States District Court for
      the Western District of Michigan which challenges the city ordinance
      pursuant to which the Detroit Joint Venture was selected to develop one of
      three casinos permitted to be developed in Detroit, Michigan. See "Current
      Expansion Activities--Detroit, Michigan" in this Item 1. Depending on the
      eventual outcome of this litigation, the Detroit Joint Venture's ability
      to complete, open and/or operate a Detroit casino could be delayed,
      precluded or otherwise adversely impacted.
 
    - As described under "Year 2000 Readiness Disclosure" in Item 7 of this Form
      10-K, the Company is working to address the Year 2000 issue. If the
      Company should fail to identify or correct problems in its critical
      systems, or if it is affected by disruptions in airline service or other
      economic disruptions affecting its customers, operations could be
      impacted.
 
    - While the Company from time to time communicates with securities analysts,
      it is against Company policy to disclose to them any material non-public
      information or other confidential business information. Therefore, it
      should not be assumed that the Company agrees with any statement or report
      issued by any analyst, irrespective of the content of the statement or
      report. Furthermore, the Company has a policy against publicly issuing
      financial forecasts or projections or confirming forecasts or projections
      issued by others. Hence, to the extent that reports issued by securities
      analysts contain any projections, forecasts or opinions, those reports are
      not the Company's responsibility.
 
ITEM 2. PROPERTIES.
 
    MANDALAY BAY.  The Company owns approximately 60 acres of land, with
approximately 1,300 feet of frontage, on the Las Vegas Strip and Mandalay Bay is
situated on the site. For additional information concerning Mandalay Bay, see
"Description of the Company's Hotels and Casinos--Las Vegas, Nevada-- Mandalay
Bay" in Item 1 of this Report.
 
    LUXOR AND EXCALIBUR.  The Company owns a 117-acre parcel on the southwest
corner of the intersection of the Las Vegas Strip and Tropicana Avenue, with
approximately 2,400 feet of frontage on the Las Vegas Strip, that includes,
Excalibur, which is situated on the northern portion of the parcel at the
intersection of the Las Vegas Strip and Tropicana Avenue, and Luxor, which is
situated on such site to the south of Excalibur. For additional information
concerning Luxor and Excalibur, see "Description of the Company's Hotels and
Casinos--Las Vegas, Nevada--Luxor" and--Excalibur" in Item 1 of this Report.
 
    CIRCUS CIRCUS-LAS VEGAS.  The Company owns approximately 69 acres of land
with 375 feet of frontage on the Las Vegas Strip and Circus Circus-Las Vegas
which is situated on the site. For additional information concerning Circus
Circus-Las Vegas, see "Description of the Company's Hotels and Casinos-- Las
Vegas, Nevada--Circus Circus-Las Vegas" in Item 1 of this Report.
 
                                       35
<PAGE>
    CIRCUS CIRCUS-RENO.  Circus Circus-Reno is situated on a three-block area in
downtown Reno, of which approximately 90% is owned by the Company and the
remainder is held under three separate leases, two of which expire in 2032 and
2033, respectively. The Company owns the remaining interest in the parcel
subject to the third lease pursuant to which the Company is obligated to pay
rent for the lifetime of the landlord. For additional information concerning
Circus Circus-Reno, see "Description of the Company's Hotels and Casinos--Reno,
Nevada--Circus Circus-Reno" in Item 1 of this Report.
 
    COLORADO BELLE.  The Company owns approximately 22 acres on the bank of the
Colorado River in Laughlin, Nevada and the Colorado Belle, which is situated on
the site. For additional information concerning the Colorado Belle Hotel and
Casino, see "Description of the Company's Hotels and Casinos--Laughlin,
Nevada--Colorado Belle" in Item 1 of this Report.
 
    EDGEWATER.  Adjacent to the site of the Colorado Belle, the Company owns
approximately 16 acres on the bank of the Colorado River in Laughlin, Nevada,
and the Edgewater Hotel and Casino, which is situated on the site. For
additional information concerning the Edgewater Hotel and Casino, see
"Description of the Company's Hotels and Casinos--Laughlin, Nevada--Edgewater"
in Item 1 of this Report.
 
    GOLD STRIKE.  The Company owns approximately 51 acres and the Gold Strike
Hotel & Gambling Hall, which is situated on the site, located on the east side
of I-15 in Jean, Nevada, approximately 12 miles from the California/Nevada
border and 25 miles from Las Vegas. For additional information concerning Gold
Strike, see "Description of the Company's Hotels and Casinos--Jean, Nevada--Gold
Strike" in Item 1 of this Report.
 
    NEVADA LANDING.  The Company owns approximately 55 acres and the Nevada
Landing Hotel & Casino, which is situated on the site, located on the west side
of I-15 in Jean, Nevada. For additional information concerning Nevada Landing,
see "Description of the Company's Hotels and Casinos--Jean, Nevada--Nevada
Landing" in Item 1 of this Report.
 
    RAILROAD PASS.  The Company owns approximately 56 acres and the Railroad
Pass Hotel & Casino, which is situated on the site, located on US-93 in
Henderson, Nevada. For additional information concerning Railroad Pass, see
"Description of the Company's Hotels and Casino--Henderson, Nevada-- Railroad
Pass" in Item 1 of this Report.
 
    GOLD STRIKE-TUNICA.  The Company owns approximately 24 acres in Tunica
County, Mississippi and Gold Strike-Tunica, which is situated on the site. The
Company also owns an undivided 50% interest in an additional 388-acre site which
is owned jointly with another unaffiliated gaming company. For additional
information concerning Gold Strike-Tunica, see "Description of the Company's
Hotels and Casinos-- Tunica County, Mississippi--Gold Strike-Tunica" in Item 1
of this Report.
 
    OTHER REAL PROPERTY
 
    Slots-A-Fun is situated on a 30,000-square-foot parcel owned by the Company
and has approximately 100 feet of frontage on the Las Vegas Strip.
 
    The Company operates the Silver City Casino in Las Vegas under a lease which
expires in October 1999. The Company currently pays a base rent of $129,982 per
month. The base rent is subject to annual increases, calculated by using a
specified index with a cap based on a specified percentage of annual revenues.
Under the terms of the lease, the landlord or the landlord's assignee is
entitled to participate in the profits to the extent by which 50% of defined
exceeds the adjusted base rent. There was no profit participation rent due for
the years ended January 31, 1996, 1997 or 1998. The Company does not plan to
renew this lease and will thus cease operations at that property.
 
                                       36
<PAGE>
    The Company owns approximately 60 acres of unimproved land located
immediately south of Mandalay Bay and approximately 15 acres of land on the Las
Vegas Strip across from Luxor, which from time to time is utilized as a parking
lot for employees at Luxor and Excalibur.
 
    The Company owns 60 acres of land in Jean, Nevada to the north of Gold
Strike and approximately 89 acres of land in Sloan, Nevada off of I-15. Sloan is
located between Jean and Las Vegas.
 
    The Company also owns or leases, or has options and/or agreements to
purchase or lease, certain other improved and unimproved properties which are
not deemed to be material to the Company.
 
    As of January 31, 1999, the aforementioned properties owned by the Company
were not subject to any encumbrances securing the repayment of indebtedness.
 
    JOINT VENTURE INTERESTS.  The Company, either directly or through wholly
owned subsidiaries, owns (i) a 50% interest in the Las Vegas Joint Venture,
which owns and operates Monte Carlo, a hotel-casino complex on the Las Vegas
Strip; (ii) a 50% interest in the Elgin Joint Venture, which owns and operates
the Grand Victoria, a riverboat casino and land-based entertainment complex in
Elgin, Illinois; and (iii) a 50% interest in the Reno Joint Venture, which owns
and operates Silver Legacy, a hotel-casino in Reno, Nevada. Reference is made to
the information appearing under the caption "Joint Venture Participations" in
Item 1 of this Report concerning the properties owned and operated by the
aforementioned joint venture entities, which information is hereby incorporated
in this Item 2 by this reference.
 
ITEM 3. LEGAL PROCEEDINGS.
 
    On April 26, 1994, a lawsuit requesting class certification was filed by
William H. Poulos in the United States District Court for the Middle District of
Florida against 41 manufacturers, distributors and casino operators of video
poker and electronic slot machines, including the Company. On May 10, 1994, a
lawsuit requesting class certification alleging substantially identical claims
was filed by William Ahearn in the same court against 48 defendants, including
the Company. The two lawsuits were consolidated into a single action and
transferred to the United States District Court for the District of Nevada (the
"Court"). On September 26, 1995, a lawsuit requesting class certification
alleging substantially identical claims was filed by Larry Schreier in the Court
against 45 defendants, including the Company. On February 14, 1997, the three
plaintiffs filed a consolidated amended complaint in the Court. The consolidated
complaint alleges that the defendants have engaged in a course of fraudulent and
misleading conduct intended to induce persons to play video poker and electronic
slot machines based on a false belief concerning how the gaming machines
operate, as well as the extent to which there is an opportunity to win. The
complaint alleges violations of the Racketeer Influenced and Corrupt
Organizations Act, as well as claims of common law fraud, unjust enrichment and
negligent misrepresentation, and seeks unspecified compensatory and punitive
damages. In December 1997, the Court issued formal opinions granting in part and
denying in part defendants' motions to dismiss. In so doing, the Court ordered
plaintiffs to file an amended complaint which was filed in January 1998. The
defendants filed an answer to the amended complaint in February 1998. In March
1998, the plaintiffs moved to certify the action as a class action. The
defendants opposed that motion. All proceedings in the case have been stayed
pending the Court's ruling on the motion for class certification. A ruling on
that motion is expected within the next few months. The Company denies the
allegations contained in the amended complaint and continues to vigorously
defend all claims and allegations contained in the consolidated action.
 
    The Company is a defendant in various other pending law-suits. In
management's opinion, the ultimate outcome of such law suits will not have a
material adverse effect on the results of operations or the financial position
of the Company.
 
                                       37
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
    No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the fiscal year ended January 31, 1999.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
    PRICE RANGE OF COMMON STOCK.  The Company's Common Stock is listed on the
New York Stock Exchange and on the Pacific Exchange and traded under the symbol
CIR. The following table sets forth, for the fiscal quarters shown, the low and
high sale prices for the Common Stock on the New York Stock Exchange Composite
Tape.
 
<TABLE>
<CAPTION>
FISCAL 1999                                                                                         LOW       HIGH
-----------------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                              <C>        <C>
First Quarter..................................................................................  $   17.56  $   26.50
Second Quarter.................................................................................  $   13.63  $   19.25
Third Quarter..................................................................................  $    7.13  $   13.94
Fourth Quarter.................................................................................  $   10.75  $   14.13
</TABLE>
 
<TABLE>
<CAPTION>
FISCAL 1998                                                                                         LOW       HIGH
-----------------------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                              <C>        <C>
First Quarter..................................................................................  $   23.50  $   36.50
Second Quarter.................................................................................  $   21.06  $   29.25
Third Quarter..................................................................................  $   21.00  $   26.69
Fourth Quarter.................................................................................  $   20.00  $   26.19
</TABLE>
 
    On April 19, 1999 there were 4,074 holders of record of the Common Stock of
the Company.
 
    DIVIDEND POLICY.  The Company does not currently pay a cash dividend, nor is
one contemplated in the foreseeable future. The Company believes that currently
its stockholders are best served by a policy of reinvestment in new high-return
projects. The Company has a policy of periodic share repurchase, as cash flows,
borrowing capacity and market conditions warrant.
 
    On December 10, 1998, the Company repriced the outstanding options to
purchase its Common Stock, then held by full time employees, which had exercise
prices of $15 or higher. The repricing involved the exchange of options to
purchase an aggregate of 3.9 million shares for new options to purchase an
aggregate of 2.6 million shares. The new options have terms identical to the
repriced options, with the following exceptions: (i) the exercise price was
reduced to $11.25 (representing the market value of the Common Stock on the date
of the repricing); (ii) the new options may not be exercised prior to June 10,
1999; and (iii) the new options which were exchanged for options with exercise
prices in excess of $20 were conditioned on the surrender to the Company of
options to purchase three shares for every two shares covered by the new option,
unless the exercise price of the repriced option was in excess of $30, in which
case the new options were conditioned on the surrender of options to purchase
two shares for every share covered by the new option.
 
    The new options were offered exclusively to existing holders of options to
purchase the Company's Common Stock and no commission or other remuneration was
paid or given directly or indirectly for soliciting the exchange. The exchange
was made in reliance on the exemption in Section 3(a)(9) of the Securities Act
of 1933 (the "1933 Act"). The Common Stock which may be purchased upon exercise
of the options are the subject of effective registration statements under the
1933 Act.
 
                                       38
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED JANUARY 31,
                                     -----------------------------------------------------
                                       1999       1998       1997       1996       1995
                                     ---------  ---------  ---------  ---------  ---------
                                           (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                  <C>        <C>        <C>        <C>        <C>
OPERATING RESULTS(1):
Revenues(2)........................  $1,479,780 $1,354,487 $1,334,250 $1,299,596 $1,170,182
Income from operations.............    242,779    236,500    222.169    251,373    256,007
Pretax income......................    140,815    147,922    163,863    205,759    214,490
Net income.........................     85,198     89,908    100,733    128,898    136,286
Basic earnings per share...........  $     .90  $     .95  $     .99  $    1.33  $    1.59
Diluted earnings per share.........  $     .90  $     .94  $     .97  $    1.30  $    1.58
BALANCE SHEET DATA:
Total assets.......................  $3,869,707 $3,263,548 $2,729,111 $2,213,503 $1,512,548
Long-term debt.....................  2,259,149  1,788,818  1,405,897    715,214    632,652
Stockholders' equity...............  1,157,628  1,123,749    971,791  1,226,812    686,124
</TABLE>
 
------------------------
 
(1) Gold Strike, Nevada Landing and Railroad Pass were acquired on June 1, 1995.
    The Hacienda was acquired on September 1, 1995 and closed on December 1,
    1996. Gold Strike-Tunica opened in August 1994, Luxor opened in October
    1993.
 
(2) Revenues are net of complimentary allowances.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.
 
    Incorporated herein by reference are pages 25 through 37 of the Company's
Annual Report to Stockholders for the fiscal year ended January 31, 1999 (the
"1999 Annual Report"), which pages are included as part of Exhibit 13 to this
Report.
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
 
    The information in the 1999 Annual Report beginning immediately following
the caption "Market Risk and Derivative Financial Instruments" on page 35
thereof to, but not including, the caption "Year 2000 Readiness Disclosure" on
page 36 thereof is incorporated herein by reference, which information is
included as part of Exhibit 13 to this Report.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
    Incorporated herein by reference are pages 38 through 55 of the 1999 Annual
Report, which pages are included as part of Exhibit 13 to this Report.
 
                                       39
<PAGE>
              SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                        YEAR ENDED JANUARY 31, 1999
                                           -----------------------------------------------------
                                              1ST        2ND        3RD        4TH
                                            QUARTER    QUARTER    QUARTER    QUARTER     TOTAL
                                           ---------  ---------  ---------  ---------  ---------
                                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                        <C>        <C>        <C>        <C>        <C>
Revenue..................................  $ 356,962  $ 384,661  $ 382,449  $ 355,708  $1,479,780
Income from operations...................     61,059     66,105     64,257     51,358    242,779
Income before income tax.................     35,794     40,043     39,289     25,689    140,815
Net income...............................     21,607     25,285     23,716     14,590     85,198
Basic earnings per share.................  $     .23  $     .27  $     .25  $     .16  $     .90
Diluted earnings per share...............  $     .23  $     .27  $     .25  $     .16  $     .90
</TABLE>
 
<TABLE>
<CAPTION>
                                                        YEAR ENDED JANUARY 31, 1998
                                           -----------------------------------------------------
                                              1ST        2ND        3RD        4TH
                                            QUARTER    QUARTER    QUARTER    QUARTER     TOTAL
                                           ---------  ---------  ---------  ---------  ---------
                                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                        <C>        <C>        <C>        <C>        <C>
Revenue..................................  $ 344,098  $ 343,292  $ 341,852  $ 325,245  $1,354,487
Income from operations...................     82,638     62,747     59,650     31,465    236,500
Income before income tax.................     59,367     38,876     43,061      6,618    147,922
Net income...............................     37,489     24,488     27,223        708     89,908
Basic earnings per share.................  $     .40  $     .26  $     .29  $     .01  $     .95
Diluted earnings per share...............  $     .39  $     .26  $     .29  $     .01  $     .94
</TABLE>
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
 
    Not applicable.
 
                                       40
<PAGE>
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
 
    The information beginning immediately following the caption "Election of
Directors" to, but not including, the caption "Management Remuneration" in the
Company's Proxy Statement, to be filed with the Securities and Exchange
Commission within 120 days after the close of the Company's fiscal year ended
January 31, 1999 and forwarded to stockholders prior to the Company's 1999
Annual Meeting of Stockholders (the "1999 Proxy Statement"), is incorporated
herein by reference.
 
ITEM 11. EXECUTIVE COMPENSATION.
 
    The information in the 1999 Proxy Statement beginning immediately following
the caption "Management Remuneration" to, but not including, the caption "Report
of the Board of Directors and the Compensation Committee on Executive
Compensation", is incorporated herein by reference.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
    The information in the 1999 Proxy Statement beginning immediately following
the caption "Security Ownership of Certain Beneficial Owners and Management" to,
but not including, the caption "Election of Directors", is incorporated herein
by reference.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
    The information in the 1999 Proxy Statement beginning immediately following
the caption "Compensation Committee Interlocks and Insider Participation" to,
but not including, the caption "Comparative Stock Price Performance Graph" and
the additional information in the 1999 Proxy Statement beginning immediately
following the caption "Certain Transactions" to, but not including, the caption
"Proposal to Amend the Restated Articles of Incorporation to Change the
Company's Name" is incorporated herein by reference.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 
    (a)(1)Consolidated Financial Statements:
 
<TABLE>
<CAPTION>
CIRCUS CIRCUS ENTERPRISES, INC. AND SUBSIDIARIES                                                                PAGE
-----------------------------------------------------------------------------------------------------------     -----
<S>                                                                                                          <C>
Consolidated Balance Sheets as of January 31, 1999 and 1998................................................          38*
Consolidated Statements of Income for the three years ended January 31, 1999...............................          39*
Consolidated Statements of Cash Flows for the three years ended January 31, 1999...........................          40*
Consolidated Statements of Stockholders' Equity for the three years ended January 31, 1999.................          41*
Notes to Consolidated Financial Statements.................................................................          42*
Report of Independent Public Accountants...................................................................          55*
</TABLE>
 
    (a)(2)Supplemental Financial Statement Schedules:
 
    None.
 
------------------------
 
*   Refers to page of the Annual Report to Stockholders for the year ended
    January 31, 1999, the incorporated portions of which are included as Exhibit
    13 to this Report.
 
                                       41
<PAGE>
    (a)(3)Exhibits:
 
    The following exhibits are filed as a part of this Report or incorporated
herein by reference:
 
<TABLE>
<S>        <C>
 3(i)(a).  Restated Articles of Incorporation of the Company as of July 15, 1988 and
           Certificate of Amendment thereto, dated June 29, 1989. (Incorporated by
           reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1991.)
 
 3(i)(b).  Certificate of Division of Shares into Smaller Denominations, dated June 20,
           1991. (Incorporated by reference to Exhibit 3(b) to the Company's Annual Report
           on Form 10-K for the fiscal year ended January 31, 1992.)
 
 3(i)(c).  Certificate of Division of Shares into Smaller Denominations, dated June 22,
           1993. (Incorporated by reference to Exhibit 3(i) to the Company's Current Report
           on Form 8-K dated July 21, 1993.)
 
 3(ii).    Restated Bylaws of the Company dated April 30, 1999.
 
 4(a).     Rights Agreement dated as of July 14, 1994, between the Company and First
           Chicago Trust Company of New York. (Incorporated by reference to Exhibit 4 to
           the Company's Current Report on Form 8-K dated August 15, 1994.)
 
 4(b).     Amendment to Rights Agreement effective as of April 16, 1996, between the
           Company and First Chicago Trust Company of New York. (Incorporated by reference
           to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly
           period ended July 31, 1996.)
 
 4(c).     Amended and Restated $2.0 Billion Loan Agreement, dated as of May 23, 1997, by
           and among the Company, the Banks named therein and Bank of America National
           Trust and Savings Association, as administrative agent for the Banks, and the
           related Subsidiary Guarantee dated May 23, 1997, of the Company's subsidiaries
           named therein. (Incorporated by reference to Exhibit 4(a) to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended April 30, 1997.)
 
 4(d).     Amendment No. 1 to Amended and Restated $2.0 Billion Loan Agreement, by and
           among the Company, the Banks named therein and Bank of America National Trust
           and Savings Association, as administrative agent for the Banks. (Incorporated by
           reference to Exhibit 4(a) to the Company's Quarterly Report for the quarterly
           period ended October 31, 1997.)
 
 4(e).     Amendment No. 2 to the $2.0 Billion Loan Agreement, by and among the Company,
           the Banks named therein and Bank of America National Trust and Savings
           Association, as administrative agent for the Banks. (Incorporated by reference
           to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly
           period ended April 30, 1998.)
 
 4(f).     Rate Swap Master Agreement, dated as of October 24, 1986, and Rate Swap
           Supplements One through Four. (Incorporated by reference to Exhibit 4(j) to the
           Company's Current Report on Form 8-K dated December 29, 1986.)
 
 4(g).     Interest Rate Swap Agreement, dated as of October 20, 1989, by and between the
           Company and Salomon Brothers Holding Company Inc. (Incorporated by reference to
           Exhibit 4(q) to the Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1990.)
 
 4(h).     Interest Rate Cap Agreement, dated October 20, 1997, between the Company and
           Morgan Guaranty Trust Company of New York. (Incorporated by reference to Exhibit
           4(f) to the Company's Quarterly Report for the quarterly period ended October
           31, 1997.)
</TABLE>
 
                                       42
<PAGE>
<TABLE>
<S>        <C>
 4(i).     Interest Rate Cap Agreement, dated January 13, 1998, between the Company and
           Morgan Guaranty Trust Company of New York. (Incorporated by reference to Exhibit
           4(h) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1998.)
 
 4(j).     Grid Promissory Note, dated October 17, 1997, between the Company and Lyon Short
           Term Funding Corp. (Incorporated by reference to Exhibit 4(g) to the Company's
           Quarterly Report for the quarterly period ended October 31, 1997.)
 
 4(k).     Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company
           and Merrill Lynch Money Markets Inc. (Incorporated by reference to Exhibit 4(b)
           to the Company's Quarterly Report for the quarterly period ended October 31,
           1997.)
 
 4(l).     Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company
           and BancAmerica Robertson Stephens. (Incorporated by reference to Exhibit 4(c)
           to the Company's Quarterly Report for the quarterly period ended October 31,
           1997.)
 
 4(m).     Commercial Paper Dealer Agreement, dated October 9, 1997, between the Company
           and Credit Suisse First Boston Corporation. (Incorporated by reference to
           Exhibit 4(d) to the Company's Quarterly Report for the quarterly period ended
           October 31, 1997.)
 
 4(n).     Issuing and Paying Agency Agreement, dated October 9, 1997, between the Company
           and The Chase Manhattan Bank. (Incorporated by reference to Exhibit 4(e) to the
           Company's Quarterly Report for the quarterly period ended October 31, 1997.)
 
 4(o).     Indenture by and between the Company and First Interstate Bank of Nevada, N.A.,
           as Trustee with respect to the Company's 6 3/4% Senior Subordinated Notes due
           2003 and its 7 5/8% Senior Subordinated Debentures due 2013. (Incorporated by
           reference to Exhibit 4(a) to the Company's Current Report on Form 8-K dated July
           21, 1993.)
 
 4(p).     Indenture, dated February 1, 1996, by and between the Company and First
           Interstate Bank of Nevada, N.A., as Trustee. (Incorporated by reference to
           Exhibit 4(b) to the Company's Current Report on Form 8-K dated January 29,
           1996.)
 
 4(q).     Supplemental Indenture, dated February 1, 1996, by and between the Company and
           First Interstate Bank of Nevada, N.A., as Trustee, with respect to the Company's
           6.45% Senior Notes due February 1, 2006. (Incorporated by reference to Exhibit
           4(c) to the Company's Current Report on Form 8-K dated January 29, 1996.)
 
 4(r).     6.45% Senior Notes due February 1, 2006 in the principal amount of $200,000,000.
           (Incorporated by reference to Exhibit 4(d) to the Company's Current Report on
           Form 8-K dated January 29, 1996.)
 
 4(s).     Supplemental Indenture, dated as of November 15, 1996, to an indenture dated
           February 1, 1996, by and between the Company and Wells Fargo Bank (Colorado),
           N.A., as Trustee, with respect to the Company's 6.70% Senior Notes due November
           15, 2096. (Incorporated by reference to Exhibit 4(c) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended October 31, 1996.)
 
 4(t).     6.70% Senior Notes due February 15, 2096 in the principal amount of
           $150,000,000. (Incorporated by reference to Exhibit 4(d) to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.)
 
 4(u).     Indenture, dated November 15, 1996, by and between the Company and Wells Fargo
           Bank (Colorado), N.A., as Trustee. (Incorporated by reference to Exhibit 4(e) to
           the Company's Quarterly Report on Form 10-Q for the quarterly period ended
           October 31, 1996.)
</TABLE>
 
                                       43
<PAGE>
<TABLE>
<S>        <C>
 4(v).     Supplemental Indenture, dated as of November 15, 1996, to an indenture dated
           November 15, 1996, by and between the Company and Wells Fargo Bank (Colorado),
           N.A., as Trustee, with respect to the Company's 7.0% Senior Notes due November
           15, 2036. (Incorporated by reference to Exhibit 4(f) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended October 31, 1996.)
 
 4(w).     7.0% Senior Notes due February 15, 2036, in the principal amount of
           $150,000,000. (Incorporated by reference to Exhibit 4(g) to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1996.)
 
 4(x).     Instrument of Joinder, dated May 31, 1998, by Mandalay Corp., pursuant to the
           Subsidiary Guaranty dated as of May 23, 1997, with respect to the Amended and
           Restated $2.0 Billion Loan Agreement, in favor of Bank of America National Trust
           and Savings Association, as administrative agent for the Banks. (Incorporated by
           reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the
           quarterly period ended July 31, 1998.)
 
 4(y).     Indenture dated November 20, 1998, by and between the Company and The Bank of
           New York, as Trustee. (Incorporated by reference to Exhibit 4(a) to the
           Company's Quarterly Report on Form 10-Q for the quarterly period ended October
           31, 1998.)
 
 4(z).     Supplemental Indenture, dated November 20, 1998, by and between the Company and
           The Bank of New York, as Trustee, with respect to the Company's 9 1/4% Senior
           Subordinated Notes due December 1, 2005. (Incorporated by reference to Exhibit
           4(b) to the Company's Quarterly Report on Form 10-Q for the quarterly period
           ended October 31, 1998.)
 
 4(aa).    9 1/4% Senior Subordinated Notes due December 1, 2005 in the principal amount of
           $275,000,000. (Incorporated by reference to Exhibit 4(c) to the Company's
           Quarterly Report on Form 10-Q for the quarterly period ended October 31, 1998.)
 
10(a).   * 1983 Nonqualified Stock Option Plan of the Company. (Incorporated by reference
           to Exhibit 10(d) to the Company's Registration Statement (No. 2-85794) on Form
           S-1.)
 
10(b).   * 1983 Incentive Stock Option Plan of the Company. (Incorporated by reference to
           Exhibit 10(e) to the Company's Registration Statement (No. 2-85794) on Form
           S-1.)
 
10(c).   * Amendment to Circus Circus Enterprises, Inc. 1983 Incentive Stock Option Plan.
           (Incorporated by reference to Exhibit 4(a) to the Company's Registration
           Statement (No. 2-91950) on Form S-8.)
 
10(d).   * Amended and Restated 1989 Stock Option Plan of the Company. (Incorporated by
           reference to Exhibit 10 to the Post Effective Amendment No. 4 to the Company's
           Registration Statement (No. 33-39215) on Form S-8.)
 
10(e).   * Amended and Restated 1991 Stock Incentive Plan of the Company. (Incorporated by
           reference to Exhibit 10 to the Post Effective Amendment No. 3 to the Company's
           Registration Statement (No. 33-56420) on Form S-8.)
 
10(f).   * Amended and Restated 1993 Stock Option Plan of the Company. (Incorporated by
           reference to Exhibit 10 to the Post Effective Amendment No. 2 to the Company's
           Registration Statement (No. 33-53303) on Form S-8.)
 
10(g).   * 1995 Special Stock Option Plan and Forms of Nonqualified Stock Option
           Certificate and Agreement. (Incorporated by reference to Exhibit 10(gg) to the
           Company's Annual Report on Form 10-K for the fiscal year ended January 31,
           1995.)
 
10(h).   * 1998 Stock Option Plan. (Incorporated by reference to Exhibit 4(g) to the
           Company's Registration Statement (No. 333-51073) on Form S-8.)
 
10(i).     1999 Non-employee Directors Stock Option Plan.
</TABLE>
 
                                       44
<PAGE>
<TABLE>
<S>        <C>
10(j).   * Circus Circus Enterprises, Inc. Executive Compensation Insurance Plan.
           (Incorporated by reference to Exhibit 10(i) to the Company's Annual Report on
           Form 10-K for the fiscal year ended January 31, 1992.)
 
10(k).     Lease, dated November 1, 1957, by and between Bethel Palma and others, as
           lessor, and the Company's predecessor in interest, as lessee; Amendment of
           Lease, dated May 6, 1983. (Incorporated by reference to Exhibit 10(g) to the
           Company's Registration Statement (No. 2-85794) on Form S-1.)
 
10(l).     Grant, Bargain and Sale Deed to the Company pursuant to the Lease dated November
           1, 1957. (Incorporated by reference to Exhibit 10(h) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January 31, 1984.)
 
10(m).     Lease, dated August 3, 1977, by and between B&D Properties, Inc., as lessor, and
           the Company, as lessee; Amendment of Lease, dated May 6, 1983. (Incorporated by
           reference to Exhibit 10(h) to the Company's Registration Statement (No. 2-85794)
           on Form S-1.)
 
10(n).     Tenth Amendment and Restatement of the Circus Circus Employees' Profit Sharing
           and Investment Plan. (Incorporated by reference to Exhibit 4(e) to Post
           Effective Amendment No. 7 to the Company's Registration Statement (No. 33-18278)
           on Form S-8.)
 
10(o).     Fifth Amendment and Restatement to Circus Circus Employees' Profit Sharing and
           Investment Trust. (Incorporated by reference to Exhibit 4(h) to Post Effective
           Amendment No. 7 to the Company's Registration Statement (No. 33-18278) on Form
           S-8.)
 
10(p).     Group Annuity Contract No. GA70867 between Philadelphia Life (formerly Bankers
           Life Company) and Trustees of Circus Circus Employees' Profit Sharing and
           Investment Plan. (Incorporated by reference to Exhibit 4(c) to the Company's
           Registration Statement (No. 33-1459) on Form S-8.)
 
10(q).     Lease, dated as of November 1, 1981, between Novus Property Company, as
           landlord, and the Company, as tenant. (Incorporated by reference to Exhibit 4(h)
           to the Company's Registration Statement (No. 2-85794) on Form S-1.)
 
10(r).     First Addendum and First Amendment, each dated as of June 15, 1983, to Lease
           dated as of November 1, 1981. (Incorporated by reference to Exhibit 4(i) to the
           Company's Annual Report on Form 10-K for the year ended January 31, 1984.)
 
10(s).     Second Amendment, dated as of April 1, 1984, to Lease dated as of November l,
           1981. (Incorporated by reference to Exhibit 10(o) to the Company's Registration
           Statement (No. 33-4475) on Form S-1.)
 
10(t).     Lease by and between Robert Lewis Uccelli, guardian, as lessor, and Nevada
           Greens, a limited partnership, William N. Pennington, as trustee, and William G.
           Bennett, as trustee, and related Assignment of Lease. (Incorporated by reference
           to Exhibit 10(p) to the Company's Registration Statement (No. 33-4475) on Form
           S-1.)
 
10(u).     Agreement of Purchase, dated March 15, 1985, by and between Denio Brothers
           Trucking Company, as seller, and the Company, as buyer, and related lease by and
           between Denio Brothers Trucking Co., as lessor, and Nevada Greens, a limited
           partnership, William N. Pennington, as trustee, and William G. Bennett, as
           trustee, and related Assignment of Lease. (Incorporated by reference to Exhibit
           10(q) to the Company's Registration Statement (No. 33-4475) on Form S-1.)
 
10(v).     Agreement of Joint Venture, dated as of March 1, 1994, by and among Eldorado
           Limited Liability Company, Galleon, Inc., and the Company. (Incorporated by
           reference to Exhibit 10(y) to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1994.)
</TABLE>
 
                                       45
<PAGE>
<TABLE>
<S>        <C>
10(w).     Amended and Restated Credit Agreement, dated November 25, 1997, by and among
           Circus and Eldorado Joint Venture, the Banks named therein and Bank of America
           National Trust and Savings Association as Administrative Agent, and the related
           Note, Amended and Restated Make-Well Agreement and Amended and Restated Deed of
           Trust. (Incorporated by reference to Exhibit 4(h) to the Company's Quarterly
           Report for the quarterly period ended October 31, 1997.)
 
10(x).     Agreement and Plan of Merger, dated March 19, 1995, by and among the Company and
           M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Gold
           Strike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation,
           Incorporated, Gold Strike Finance Company, Inc., Oasis Development Company,
           Inc., Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon
           II and Robert J. Verchota. (Incorporated by reference to Exhibit 10(ee) to the
           Company's Annual Report on Form 10-K for the fiscal year ended January 31,
           1995.)
 
10(y).     First Amendment to Agreement and Plan of Merger, dated May 30, 1995, by and
           among the Company and M.S.E. Investments, Incorporated, Last Chance Investments,
           Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold
           Strike Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis
           Development Company, Inc., Michael S. Ensign, William A. Richardson, David R.
           Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to
           Exhibit 99.2 of the Schedule 13D of Michael S. Ensign relating to the Company's
           Common Stock, filed on June 12, 1995.)
 
10(z).     Exchange Agreement, dated March 19, 1995, by and among the Company and New Way,
           Inc., a wholly owned subsidiary of the Company, Glenn W. Schaeffer, Gregg H.
           Solomon, Antonio C. Alamo, Anthony Korfman and William Ensign. (Incorporated by
           reference to Exhibit 10(ff) to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1995.)
 
10(aa).    First Amendment to Exchange Agreement, dated May 30, 1995, by and among the
           Company and New Way, Inc., a wholly owned subsidiary of the Registrant, Glenn W.
           Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman and William
           Ensign. (Incorporated by reference to Exhibit 10(d) to the Company's Current
           Report on Form 8-K dated June 1, 1995.)
 
10(bb).    Registration Rights Agreement, dated as of June 1, 1995, by and among the
           Company and Michael S. Ensign, William A. Richardson, David R. Belding, Peter A.
           Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
           Korfman, William Ensign and Robert J. Verchota. (Incorporated by reference to
           Exhibit 99.5 of the Schedule 13D of Michael S. Ensign, relating to the Company's
           Common Stock, filed on June 12, 1995.)
 
10(cc).    Standstill Agreement, dated as of June 1, 1995, by and among the Company and
           Michael S. Ensign, William A. Richardson, David R. Belding, Peter A. Simon II
           and Glenn W. Schaeffer. (Incorporated by reference to Exhibit 99.4 of the
           Schedule 13D of Michael S. Ensign, relating to the Company's Common Stock, filed
           on June 12, 1995.)
 
10(dd).    Amendment No. 1 to Standstill Agreement, effective April 16, 1996, by and among
           the Company and Michael S. Ensign, William A. Richardson, David R. Belding,
           Peter A. Simon II and Glenn W. Schaeffer. (Incorporated by reference to Exhibit
           99.7 of Amendment No. 2 to the Schedule 13D of Michael S. Ensign, relating to
           the Company's Common Stock, filed on September 5, 1996.)
 
10(ee).  * Executive Officer Annual Bonus Plan. (Incorporated by reference to Exhibit
           10(hh) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1995.)
</TABLE>
 
                                       46
<PAGE>
<TABLE>
<S>        <C>
10(ff).  * Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and Clyde Turner. (Incorporated by reference to Exhibit
           10(ee) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1998.)
 
10(gg).  * Agreement and Release dated January 17, 1998, by and between the Company and
           Clyde Turner. (Incorporated by reference to Exhibit 10(ff) to the Company's
           Annual Report on Form 10-K for the fiscal year ended January 31, 1998.)
10(hh).*   Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and Michael S. Ensign. (Incorporated by reference to Exhibit
           10(gg) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1998.)
 
10(ii).*   Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and Glenn W. Schaeffer. (Incorporated by reference to
           Exhibit 10(hh) to the Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1998.)
 
10(jj).*   Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and William A. Richardson. (Incorporated by reference to
           Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1998.)
 
10(kk).*   Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and Antonio C. Alamo. (Incorporated by reference to Exhibit
           10(kk) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1998.)
 
10(ll).*   Amendment and Restatement of Employment Agreement dated November 1, 1997, by and
           between the Company and Gregg H. Solomon. (Incorporated by reference to Exhibit
           10(ll) to the Company's Annual Report on Form 10-K for the fiscal year ended
           January 31, 1998.)
 
10(mm).    Joint Venture Agreement, dated as of December 18, 1992, between Nevada Landing
           Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(g) to the
           Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31,
           1995.)
 
10(nn).    Amendment dated July 15, 1993 to the Joint Venture Agreement between Nevada
           Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(h) to
           the Company's Quarterly Report on Form 10-Q for the quarterly period ended July
           31, 1995.)
 
10(oo).    Amendment dated October 6, 1994 to the Joint Venture Agreement between Nevada
           Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(i) to
           the Company's Quarterly Report on Form 10-Q for the quarterly period ended July
           31, 1995.)
 
10(pp).    Amendment dated June 1, 1995 to the Joint Venture Agreement between Nevada
           Landing Partnership and RBG, J.P. (Incorporated by reference to Exhibit 10(j) to
           the Company's Quarterly Report on Form 10-Q for the quarterly period ended July
           31, 1995.)
 
10(qq).    Amendment dated February 28, 1996 to the Joint Venture Agreement between Nevada
           Landing Partnership and RBG, L.P. (Incorporated by reference to Exhibit 10(ww)
           to the Company's Annual Report on Form 10-K for the fiscal year ended January
           31, 1996.)
</TABLE>
 
                                       47
<PAGE>
<TABLE>
<S>        <C>
10(rr).    Reducing Revolving Loan Agreement, dated as of December 21, 1994, among Victoria
           Partners, each bank party thereto, The Long-Term Credit Bank of Japan, Ltd., Los
           Angeles Agency, and Societe Generale, as Co-agents, and Bank of America National
           Trust and Savings Association, as Administrative Agent (without Schedules or
           Exhibits) (the "Victoria Partners Loan Agreement"). (Incorporated by reference
           to Exhibit 99.2 to Amendment No. 1 on Form 8-K/A to the Current Report on Form
           8-K dated December 9, 1994 of Mirage Resorts, Incorporated. Commission File No.
           1-6697.) (Incorporated by reference to Exhibit 10(ww) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January 31, 1996.)
 
10(ss).    Amendment No. 1 to the Victoria Partners Loan Agreement, dated as of January 31,
           1995. (Incorporated by reference to Exhibit 10(uu) to the Annual Report on Form
           10-K for the year ended December 31, 1994 of Mirage Resorts, Incorporated.
           Commission File No. 1-6697.)
 
10(tt).    Amendment No. 2 to the Victoria Partners Loan Agreement, dated as of June 30,
           1995. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
           10-Q for the quarterly period ended June 30, 1995 of Mirage Resorts,
           Incorporated. Commission File No. 1-6697.)
 
10(uu).    Amendment No. 3 to the Victoria Partners Loan Agreement, dated as of July 28,
           1995. (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form
           10-Q for the quarterly period ended June 30, 1995 of Mirage Resorts,
           Incorporated. Commission File No. 1-6697.)
 
10(vv).    Amendment No. 4 to the Victoria Partners Loan Agreement, dated as of October 16,
           1995. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended October 31, 1995.)
 
10(ww).    Amendment No. 5 to the Victoria Partners Loan Agreement dated as of August 1,
           1996. (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended July 31, 1996.)
 
10(xx).    Amendment No.6 to the Victoria Partners Loan Agreement, dated as of April 12,
           1997. (Incorporated by reference to Exhibit 10(ccc) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January 31, 1997.)
 
10(yy).    Joint Venture Agreement, dated as of December 9, 1994, between MRGS Corp. and
           Gold Strike L.V. (without Exhibit) (the "Victoria Partners Venture Agreement").
           (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K
           dated December 9, 1994 of Mirage Resorts, Incorporated. Commission File No.
           1-6697.)
 
10(zz).    Amendment No. 1 to the Victoria Partners Venture Agreement dated as of April 17,
           1995. (Incorporated by reference to Exhibit 10(c) to the Quarterly Report on
           Form 10-Q for the quarterly period ended March 31, 1995 of Mirage Resorts,
           Incorporated. Commission File No. 1-6697.)
 
10(aaa).   Amendment No. 2 to the Victoria Partners Venture Agreement dated as of September
           25, 1995. (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on
           Form 10-Q for the quarterly period ended September 30, 1995 of Mirage Resorts,
           Incorporated. Commission File No. 1-6697.)
 
10(bbb).   Amendment No. 3 to the Victoria Partners Venture Agreement dated as of February
           28, 1996. (Incorporated by reference to Exhibit 10(fff) to the Company's Annual
           Report on Form 10-K for the fiscal year ended January 31, 1996.)
</TABLE>
 
                                       48
<PAGE>
<TABLE>
<S>        <C>
10(ccc).   Amendment No. 4 to the Victoria Partners Venture Agreement dated as of May 29,
           1996. (Incorporated by reference to Exhibit 10(b) to the Company's Quarterly
           Report on Form 10-Q for the quarterly period ended April 30, 1996.)
 
10(ddd).   Consulting Agreement, dated June 1, 1995, between Circus Circus Casinos, Inc. (a
           subsidiary of the Company) and Lakeview Company. (Incorporated by reference to
           Exhibit 10(ggg) to the Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1996.)
 
10(eee).   Letter agreement between the Company and Atwater Casino Group, L.L.C., and
           related Executive Summary. (Incorporated by reference to Exhibit 10(a) to the
           Company's Amendment on Form 10-Q/A dated August 1, 1997.)
 
10(fff).   Operating Agreement, dated October 7, 1997, by and between Circus Circus
           Michigan, Inc. and Atwater Casino Group, L.L.C. (Incorporated by reference to
           Exhibit 10(a) to the Company's Quarterly Report for the quarterly period ended
           October 31, 1997.)
 
10(ggg).   Amended and Restated Development Agreement, dated as of April 9, 1998, by and
           among Detroit Entertainment, L.L.C., the City of Detroit and the Economic
           Development Corporation of the City of Detroit for the City of Detroit Casino
           Development Project. (Incorporated by reference to Exhibit 10(a) to the
           Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31,
           1998.)
 
10(hhh).   First Amendment to the Amended and Restated Development Agreement, dated as of
           April 9, 1998, by and among Detroit Entertainments, L.L.C., the City of Detroit
           and the Economic Development Corporation of the City of Detroit for the City of
           Detroit Casino Development Project. (Incorporated by reference to Exhibit 10(b)
           to the Company's Quarterly Report on Form 10-Q for the quarterly period ended
           July 31, 1998.)
 
10(iii).   Hotel Pre-opening Services Agreement, dated as of January 1, 1997, by and among
           the Company and Four Seasons Hotels Limited. (Incorporated by reference to
           Exhibit 10(kkk) to the Company's Annual Report on Form 10-K for the fiscal year
           ended January 31, 1998.)
 
10(jjj).   Hotel Management Agreement, dated as of March 10, 1998, by and among the
           Company, Mandalay Corp. and Four Seasons Hotel Limited. (Incorporated by
           reference to Exhibit 10(lll) to the Company's Annual Report on Form 10-K for the
           fiscal year ended January 31, 1998.)
 
10(kkk).   Hotel License Agreement, dated as of March 10, 1998, by and among Mandalay Corp.
           and Four Seasons Hotel Limited. (Incorporated by reference to Exhibit 10(mmm) to
           the Company's Annual Report on Form 10-K for the fiscal year ended January 31,
           1998.)
 
10(lll).   Lease Intended As Security, dated October 30, 1998, among Circus Circus Leasing,
           Inc., as lessee; the Company, as guarantor; First Security Bank, National
           Association, as Trustee, the Banks named therein and Bank of America National
           Trust and Savings Association, as administrative agent for the Banks.
           (Incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on
           Form 10-Q for the quarterly period ended October 31, 1998.)
 
10(mmm).   Guaranty, dated October 30, 1998, by the Company in favor of First Security
           Bank, National Association, as Trustee, and the Banks named therein.
           (Incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on
           Form 10-Q for the quarterly period ended October 31, 1998.)
 
10(nnn).*  Circus Circus Enterprises, Inc. Supplemental Executive Retirement Plan.
           (Incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on
           Form 10-Q for the quarterly period ended October 31, 1998.)
</TABLE>
 
                                       49
<PAGE>
<TABLE>
<S>        <C>
13.        Portions of the Annual Report to Stockholders for the Year Ended January 31,
           1999 specifically incorporated by reference as part of this Report.
 
21.        Subsidiaries of the Company.
 
23.        Consent of Arthur Andersen LLP.
 
27.        Financial Data Schedule for the year ended January 31, 1999 as required under
           EDGAR.
</TABLE>
 
------------------------
 
*   This exhibit is a management contract or compensatory plan or arrangement
    required to be filed as an exhibit to this Report.
 
    Certain instruments with respect to long-term debt have not been filed
hereunder or incorporated by reference herein where the total amount of such
debt thereunder does not exceed 10% of the consolidated total assets of the
Company. Copies of such instruments will be furnished to the Securities and
Exchange Commission upon request.
 
    (b) During the fourth quarter of the fiscal year ended January 31, 1999, the
Company filed no Current Report on Form 8-K.
 
    (c) The exhibits required by Item 601 of Regulation S-K filed as part of
this Report or incorporated herein by reference are listed in Item 14(a)(3)
above, and the exhibits filed herewith are listed on the Index to Exhibits which
accompanies this Report.
 
    (d) See Item 14(a)(2) of this Report.
 
                                       50
<PAGE>
                                   SIGNATURES
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
<TABLE>
<S>                                             <C>        <C>
                                                CIRCUS CIRCUS ENTERPRISES, INC.
 
Dated: April 30, 1999                           By:                /s/ MICHAEL S. ENSIGN
                                                           ------------------------------------
                                                                    Michael S. Ensign,
                                                                   CHAIRMAN OF THE BOARD
</TABLE>
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
          SIGNATURE                       TITLE                    DATE
------------------------------  --------------------------  -------------------
 
<C>                             <S>                         <C>
                                Chairman of the Board,
    /s/ MICHAEL S. ENSIGN         Chief Executive Officer
------------------------------    and Chief Operating         April 30, 1999
      Michael S. Ensign           Officer (Principal
                                  Executive Officer)
 
  /s/ WILLIAM A. RICHARDSON
------------------------------  Vice Chairman of the Board    April 30, 1999
    William A. Richardson
 
                                President, Chief Financial
     /s/ GLENN SCHAEFFER          Officer, Treasurer and
------------------------------    Director (Principal         April 30, 1999
       Glenn Schaeffer            Financial Officer)
 
                                Vice President and Chief
        /s/ LES MARTIN            Accounting Officer
------------------------------    (Principal Accounting       April 30, 1999
          Les Martin              Officer)
 
    /s/ WILLIAM E. BANNEN
------------------------------  Director                      April 30, 1999
      William E. Bannen
 
     /s/ ARTHUR H. BILGER
------------------------------  Director                      April 30, 1999
       Arthur H. Bilger
 
   /s/ ROSE MCKINNEY-JAMES
------------------------------  Director                      April 30, 1999
     Rose McKinney-James
 
     /s/ MICHAEL D. MCKEE
------------------------------  Director                      April 30, 1999
       Michael D. McKee
 
      /s/ DONNA B. MORE
------------------------------  Director                      April 30, 1999
        Donna B. More
</TABLE>
 
                                       51
<PAGE>
                               INDEX TO EXHIBITS
                                   FORM 10-K
                               FISCAL YEAR ENDED
                                JANUARY 31, 1999
 
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER
-----------
<C>          <S>
      3(ii)  Restated Bylaws of the Company dated April 30, 1999.
 
     10(i).  1999 Non-employee Directors Stock Option Plan.
 
      13.    Portions of the Annual Report to Stockholders for the Year Ended January 31, 1999 specifically
             incorporated by reference as part of this Report.
 
      21.    Subsidiaries of the Company.
 
      23.    Consent of Arthur Andersen LLP.
 
      27.    Financial Data Schedule for the year ended January 31, 1999 as required under EDGAR.
</TABLE>
 
                                       52