<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)

<TABLE>
<C>        <S>
   /X/     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                   FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 1-8570

                             MANDALAY RESORT GROUP

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                      <C>
                     NEVADA                                           88-0121916
         State or other jurisdiction of                  (I.R.S. Employer Identification No.)
         incorporation or organization)

3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA                       89119
    (Address of principal executive offices)                          (Zip Code)
</TABLE>

       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
20, 2000 (based upon the last reported sale price on the New York Stock Exchange
on such date) was $1,139,976,346.

    The number of shares of Registrant's Common Stock, $.01 2/3 par value,
outstanding at April 20, 2000: 78,008,229.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                      DOCUMENTS INCORPORATED BY REFERENCE

    PART II--Portions of the Registrant's Annual Report to Stockholders for the
year ended January 31, 2000 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 15, 2000,
are incorporated by reference into Items 10 through 13, inclusive.
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

    IN THIS REPORT, WHEN WE USE THE TERMS "WE," "OUR" AND "US," WE ARE REFERRING
TO MANDALAY RESORT GROUP AND ITS SUBSIDIARIES AS A COMBINED ENTITY, EXCEPT WHERE
IT IS CLEAR THAT REFERENCE IS ONLY TO MANDALAY RESORT GROUP. WHEN WE USE THE
TERM "MANDALAY," IT REFERS ONLY TO MANDALAY RESORT GROUP. EXCEPT AS OTHERWISE
INDICATED, CROSS REFERENCES IN THIS REPORT ARE TO SECTIONS IN THIS ITEM 1.

OVERVIEW

    We are one of the largest hotel-casino operators in the United States in
terms of guest rooms and casino square footage. We have the largest scaled
hotel-casino resort development in Las Vegas, the world's largest gaming market.
This "masterplan mile" consists of three interconnected megaresorts on 230
acres, including our newest property, Mandalay Bay. We operate 16 properties
with more than 27,000 guest rooms and more than one million square feet of
casino space in Nevada, Mississippi, Illinois and Michigan. Of these properties,
12 are wholly owned and have more than 22,400 guest rooms and more than 800,000
square feet of casino space. In addition, we own a 50% interest in each of three
joint venture casino properties with approximately 4,700 guest rooms and more
than 200,000 square feet of casino space and a 53.5% interest in a fourth joint
venture casino with approximately 75,000 square feet of casino space.

    We have provided below information as of January 31, 2000 about our
properties that we wholly own and operate, except as otherwise indicated.

<TABLE>
<CAPTION>
                                                            APPROXIMATE
                                                 GUEST     CASINO SQUARE               GAMING     PARKING
LOCATION/PROPERTY                                ROOMS        FOOTAGE      SLOTS(1)   TABLES(2)    SPACES
-----------------                               --------   -------------   --------   ---------   --------
<S>                                             <C>        <C>             <C>        <C>         <C>
LAS VEGAS, NEVADA
  Mandalay Bay(3).............................    3,700        135,000       2,287        130       7,000
  Luxor.......................................    4,404        120,000       2,031        107       3,200
  Excalibur...................................    4,008        110,000       2,436         80       4,000
  Circus Circus...............................    3,744        109,000       2,249         79       4,700
  Monte Carlo (50% Owned).....................    3,002         90,000       2,073         72       4,000
  Slots-A-Fun.................................       --         16,700         526         27          --
RENO, NEVADA
  Circus Circus...............................    1,572         60,000       1,724         73       3,000
  Silver Legacy (50% Owned)...................    1,711         85,000       2,186         79       1,800
LAUGHLIN, NEVADA
  Colorado Belle..............................    1,226         64,000       1,269         41       1,700
  Edgewater...................................    1,450         44,000       1,315         37       2,300
JEAN, NEVADA
  Gold Strike.................................      812         37,000       1,020         20       2,100
  Nevada Landing..............................      303         36,000       1,020         21       1,400
HENDERSON, NEVADA
  Railroad Pass...............................      120         21,000         368          9         600
TUNICA COUNTY, MISSISSIPPI
  Gold Strike.................................    1,066         48,000       1,482         50       1,400
DETROIT, MICHIGAN
  MotorCity Casino (53.5% Owned)(4)...........       --         75,000       2,600        136       3,450
ELGIN, ILLINOIS
  Grand Victoria (50% Owned)..................       --         36,000         994         53       2,000
                                                 ------      ---------      ------      -----      ------
Total.........................................   27,118      1,086,700      25,580      1,014      42,650
                                                 ======      =========      ======      =====      ======
</TABLE>

------------------------

(1) Includes slot machines and other coin-operated devices.

                                       1
<PAGE>
(2) Generally includes blackjack ("21"), craps, pai gow poker, Caribbean stud
    poker, wheel of fortune and roulette. Mandalay Bay also offers baccarat.

(3) This property, which opened March 2, 1999, includes a Four Seasons Hotel
    with 424 guest rooms that we own and Four Seasons Hotels Limited manages.

(4) This property, which opened December 14, 1999, is being operated pending the
    construction of a permanent hotel-casino facility.

NEW PROPERTIES

    Mandalay Bay, our newest megaresort, opened on March 2, 1999. The 43-story
South Seas themed hotel-casino resort is located on approximately 60 acres on
the Las Vegas Strip, adjacent to our Luxor and Excalibur properties. Within
Mandalay Bay is a Four Seasons Hotel with 424 guest rooms that provides visitors
with the only luxury "five-diamond" hospitality experience in Las Vegas. The
Four Seasons brand name has allowed us to successfully target premium customers
who are willing to spend more money for a total resort experience. Mandalay
Bay's attractions include an 11-acre tropical lagoon featuring a sand-and-surf
beach and a three-quarter-mile lazy river ride. The property also features 13
restaurants as well as a House of Blues nightclub and restaurant, including its
signature Foundation Room on the resort's top floor. Additional amenities
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, the rumjungle nightclub and a 12,000-seat special events arena that
features additional entertainment and sporting events.

    Mandalay Bay is the centerpiece of our 230-acre development that we refer to
as our masterplan mile. Mandalay Bay and our other masterplan mile resorts,
Luxor and Excalibur, function as a cluster of interconnected entertainment
destinations with more than 12,000 guest rooms and more than 360,000 square feet
of casino space that have no similarly scaled competition in the United States.
Our masterplan mile, with its approximately one mile of frontage on the Las
Vegas Strip, is a "Strip within the Strip" that offers our guests three
distinctively themed hotel-casinos, complemented by an array of restaurants,
shops and entertainment venues catering to a broad spectrum of Las Vegas
visitors. Mandalay Bay, Luxor and Excalibur are connected by a monorail system
as well as a climate-controlled skyway system. We are also constructing an
aquarium exhibit, the Shark Reef at Mandalay Bay, which is expected to open in
the summer of 2000 and will be cross-marketed to guests at all of the
hotel-casinos within our masterplan mile.

    On December 14, 1999, along with our joint venture partner, Atwater Casino
Group, we opened MotorCity Casino, a temporary casino facility in Detroit,
Michigan, which is being operated pending the construction of a permanent
hotel-casino. We currently plan to build a $600 million hotel-casino. We are
committed to contribute 20% of the development costs in the form of equity and
we plan to fund the balance through project-specific debt financing. We chose to
participate in this project due to Detroit's strong demographics and limited
competition and to further diversify our cash flow stream.

PROPERTY DESCRIPTIONS

    We are providing below, additional information concerning each of our
markets and our properties within those markets.

LAS VEGAS, NEVADA

    Las Vegas has seen positive market trends in 1999, driven by the opening of
four new megaresorts on the Las Vegas Strip, including Mandalay Bay. In 1999,
Las Vegas' visitor volume increased by 10.5% to 33.8 million visitors, average
occupancy increased to 88.0% from 85.8%, and total gaming revenue increased by
14.2% to $5.7 billion in the Las Vegas market.

    MANDALAY BAY.  This property, which opened March 2, 1999, is the first major
resort on the Las Vegas Strip to greet visitors arriving in Las Vegas on I-15,
the primary thoroughfare between Las Vegas and southern California. The 43-story
South Seas themed hotel-casino resort has approximately 3,700 guest

                                       2
<PAGE>
rooms (including the 424-room Four Seasons at Mandalay Bay) and a
135,000-square-foot casino which, as of January 31, 2000, featured 2,287 slot
machines and 130 table games. Mandalay Bay's attractions include an 11-acre
tropical lagoon featuring a sand-and-surf beach and a three-quarter-mile lazy
river ride. The property features 13 restaurants, such as Charlie Palmer's
Aureole, Wolfgang Puck's Trattoria Del Lupo, China Grill, rumjungle, Red Square
and Border Grill, as well as a House of Blues nightclub and restaurant,
including its signature Foundation Room (situated on Mandalay Bay's top floor).
Additional features include a 125,000-square-foot convention facility and a
30,000-square-foot spa. Mandalay Bay offers multiple entertainment venues that
include a 1,700-seat showroom, the rumjungle nightclub, and a 12,000-seat
special events arena that features additional entertainment and sporting events.
Mandalay Bay was designed to attract a higher income customer than we have
historically targeted.

    LUXOR.  This property is an Egyptian-themed hotel and casino complex
situated on 64 acres of our masterplan mile, between Mandalay Bay and Excalibur.
The resort features a 30-story pyramid and two 22-story hotel towers. In total,
the property has 4,404 guest rooms. The resort has a 120,000-square-foot casino
which, as of January 31, 2000, featured 2,031 slot machines and 107 table games.
Luxor offers 20,000 square feet of convention space, a 20,000-square-foot spa, a
1,200-seat showroom that features the off-Broadway show "Blue Man Group" which
opened in March 2000, a nightclub, and food and entertainment venues on three
different levels beneath a soaring hotel atrium. The pyramid's 2,454 guest 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.  This property is a castle-themed hotel and casino complex
situated on a 53-acre site immediately to the north of Luxor. Excalibur has
4,008 hotel rooms and a 110,000-square-foot casino which, as of January 31,
2000, featured 2,436 slot machines and 80 table games. Excalibur's other public
areas include a Renaissance fair, a medieval village, an amphitheater with a
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
restaurant 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.  This property, which is our original resort, is a
circus-themed hotel and casino complex situated on approximately 69 acres on the
north end of the Las Vegas Strip. The property features 3,744 guest rooms and a
109,000-square-foot casino which, as of January 31, 2000, featured 2,249 slot
machines and 79 table games. 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 Recreational Vehicle Park.

    MONTE CARLO (50% OWNED).  Through a wholly owned entity, we are a 50%
participant with a subsidiary of Mirage Resorts, Incorporated in a joint venture
which owns and operates Monte Carlo, a hotel and casino resort situated on 46
acres with approximately 600 feet of frontage on the Las Vegas Strip. The
property is situated between Bellagio, a 3,000-room resort owned and operated by
Mirage Resorts and

                                       3
<PAGE>
connected to Monte Carlo by a monorail, and New York-New York, a 2,000-room
hotel-casino resort owned by MGM Grand, Inc. which has announced plans to
acquire Mirage Resorts. Monte Carlo's casino reflects a palatial style
reminiscent of the BELLE EPOQUE, the French Victorian architecture of the late
19th century. Monte Carlo features 3,002 guest rooms and a 90,000-square-foot
casino which, as of January 31, 2000, featured 2,073 slot machines and 72 table
games. Amenities at Monte Carlo include three specialty restaurants, a buffet, a
coffee shop, a food court, a microbrewery which features live entertainment,
approximately 15,000 square feet of meeting and banquet space and tennis courts.
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.

RENO, NEVADA

    Reno is located near the California-Nevada state line. The Reno market
caters to locals of the Lake Tahoe-Reno area and tourists primarily from
northern California. In 1999, Reno's total gaming revenue increased 4.1% to
$807.5 million.

    CIRCUS CIRCUS-RENO.  This property is a circus-themed hotel and casino
complex situated in downtown Reno, Nevada. The property features 1,572 guest
rooms and a 60,000-square-foot casino which, as of January 31, 2000, featured
1,724 slot machines and 73 table games. Like its sister property in Las Vegas,
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
property also has 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.

    SILVER LEGACY (50% OWNED).  Through a wholly owned subsidiary, we are a 50%
participant with Eldorado Limited Liability Company in a joint venture which
owns and operates Silver Legacy, a hotel-casino and entertainment complex
situated on two city blocks in downtown Reno, Nevada. The property is located
between Circus Circus-Reno and the Eldorado Hotel & Casino, which is owned and
operated by an affiliate of our joint venture partner at Silver Legacy. 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 historical Reno. 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 casino
offers 85,000 square feet of casino space which, as of January 31, 2000,
featured 2,186 slot machines and 79 table games. The hotel offers 1,711 guest
rooms. Silver Legacy's attractions include a 120-foot tall mining rig, which is
situated over a replica of a silver mine and extends up from the center of the
casino floor into a 180-foot diameter dome structure. Silver Legacy also
features four restaurants and several bars, a 25,000-square-foot special events
center, custom retail shops, a health spa and an outdoor pool and sun deck.

LAUGHLIN, NEVADA

    Laughlin is situated on the Colorado River at the southern tip of Nevada
approximately 90 miles south of Las Vegas. This market generates revenues
primarily from southern California and Arizona residents who visit Laughlin for
vacation or gambling. Typically, approximately 20% of people who visit Laughlin
are first-time visitors, while 80% are repeat visitors. This market caters to a
more mature population. Currently, this market has ten hotel-casinos with a
total room capacity of 10,912. Between our two Laughlin properties, we have
approximately 25% of the total rooms in the Laughlin market. In 1999, Laughlin's
total gaming revenue increased 8.3% to $532.0 million.

                                       4
<PAGE>
    COLORADO BELLE.  This property is situated on a 22-acre site on the bank of
the Colorado River (with nearly 1,080 feet of river frontage) in Laughlin,
Nevada. Colorado Belle, which features a 600-foot replica of a Mississippi
riverboat, includes a 1,226-room hotel and a 64,000-square-foot casino which, as
of January 31, 2000, featured 1,269 slot machines and 41 table games. The
property also includes 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.  This property is situated on a 16-acre site adjacent to Colorado
Belle with nearly 1,640 feet of frontage on the Colorado River. The property has
1,450 guest rooms and a 44,000-square-foot casino which, as of January 31, 2000,
featured 1,315 slot machines and 37 table games. Edgewater's facilities include
a specialty restaurant, a coffee shop, a 735-seat buffet, a snack bar and
cocktail lounges.

JEAN, NEVADA

    Jean is located between Las Vegas and southern California, approximately 25
miles south of Las Vegas and 12 miles north of the California-Nevada state line.
The principal highway between Las Vegas and southern California is Interstate-15
which passes directly through Jean, hence, Jean attracts gaming customers almost
entirely from the large number of people traveling between Las Vegas and
southern California.

    GOLD STRIKE-JEAN.  This property is an "Old West" themed hotel-casino
located on approximately 51 acres of land on the east side of Interstate-15. The
property has 812 guest rooms and a 37,000-square-foot casino which, as of
January 31, 2000, featured 1,020 slot machines and 20 table games. Gold Strike
also includes, among other amenities, a swimming pool and spa, several
restaurants, a banquet center equipped to serve 260 people, a gift shop and an
arcade. The casino has a stage bar with regularly scheduled live entertainment
and a casino bar.

    NEVADA LANDING.  This property is a turn-of-the-century riverboat themed
hotel-casino located on approximately 55 acres of land across Interstate-15 from
Gold Strike. The property has 303 guest rooms and a 36,000-square-foot casino
which, as of January 31, 2000, featured 1,020 slot machines and 21 table games.
Nevada Landing includes a 72-seat Chinese restaurant, a full-service coffee
shop, a buffet with a seating capacity of 140, a snack bar, a gift shop, a
swimming pool and spa and a 300-guest banquet facility.

HENDERSON, NEVADA

    RAILROAD PASS.  This property is situated on approximately 56 acres along
US-93, the direct route between Las Vegas and Phoenix, Arizona. The property has
120 guest rooms and a 21,000-square-foot casino which, as of January 31, 2000,
featured 368 slot machines and nine table games. Railroad Pass includes, among
other amenities, two full-service restaurants, a buffet, gift shop, two bars,
swimming pool and a banquet facility that will accommodate approximately 200
guests. In contrast with our other Nevada properties, Railroad Pass caters to
local residents, particularly from Henderson, who may prefer the informal,
friendly atmosphere and easy access of Railroad Pass over the casinos on the Las
Vegas Strip.

TUNICA COUNTY, MISSISSIPPI

    Tunica County is located 20 miles south of Memphis, Tennessee on the
Mississippi River. Tunica County attracts customers from Mississippi and
surrounding states, including cities such as Memphis, Tennessee and Little Rock,
Arkansas.

    GOLD STRIKE-TUNICA.  This property is a dockside casino situated on a
24-acre site along the Mississippi River in Tunica County, approximately three
miles west of Mississippi State Highway 61 (a major north/ south highway
connecting Memphis with Tunica County) and 20 miles south of Memphis. The
property includes a 1,066-guest-room, 31-story hotel tower which was completed
and placed in service during late 1997 and early 1998. The facilities at Gold
Strike-Tunica include a 48,000-square-foot casino which, as of

                                       5
<PAGE>
January 31, 2000, featured approximately 1,482 slot machines and 50 table games.
The property also features a 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. We also own an undivided one-half interest in an additional 388 acres
of land which may be used for future development.

DETROIT, MICHIGAN

    MOTORCITY CASINO (53.5% OWNED).  On December 14, 1999, along with our joint
venture partner, Atwater Casino Group, we opened MotorCity Casino, a temporary
casino facility in Detroit, Michigan, which is being operated pending the
construction of a permanent hotel-casino. The temporary casino includes
approximately 75,000-square-foot casino which, as of January 31, 2000, featured
approximately 2,600 slot machines and 136 table games. The property also
features plus five restaurants and a 3,450-space parking facility. We currently
plan to build a $600 million hotel-casino. We are committed to contribute 20% of
the development costs in the form of equity and we plan to fund the balance
through project-specific debt financing. We chose to participate in this project
due to Detroit's strong demographics and limited competition and to further
diversify our cash flow stream.

    The development agreement for Detroit provides that Mandalay will guarantee
completion of the project and will enter into a keep-well guarantee with the
city, pursuant to which we could be required to contribute additional funds, if
and as needed, to continue operation of the permanent facility for a period of
two years. When the permanent facility is completed and opened, we will manage
the property and will receive a management fee for our services from the Detroit
Joint Venture.

    The ability to construct, open and operate the planned permanent facility is
contingent upon the receipt of all necessary gaming approvals and satisfaction
of other conditions. See "Regulation and Licensing--Michigan Gaming Laws."

    Our ability to own or operate a gaming facility in Detroit, Michigan is
subject to certain outstanding litigation. See "Detroit Litigation" in Item 3 of
this report.

ELGIN, ILLINOIS

    GRAND VICTORIA (50% OWNED).  Through a wholly owned subsidiary, we are a 50%
participant with an affiliate of Hyatt Development Corporation in a joint
venture which owns and operates Grand Victoria. 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 two-story
vessel is 420 feet in length and 110 feet in width, and provides a maximum
80,000 square feet of casino space, approximately 36,000 square feet of which
was being used as of January 31, 2000. As of that date, the casino offered 994
slot machines and 53 gaming tables. After gaming legislation was passed earlier
this year, the boat now offers dockside gaming, which means its operation is no
longer restricted by fixed cruising schedules. The property also features a
dockside complex that contains an approximately 83,000-square-foot pavilion with
an approximately 400-seat buffet, a 76-seat fine dining restaurant, a VIP
lounge, two movie theaters and a gift shop. Grand Victoria is strategically
located in Elgin among the residential suburbs of Chicago, with nearby freeway
access and direct train service from downtown Chicago. 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 nine riverboat
gaming licenses currently granted state-wide. Recently passed legislation in
Illinois would allow a casino in Rosemont, approximately 16 miles from Grand
Victoria. The legislation is being challenged in court. Repeal of this
legislation would also repeal dockside gaming.

                                       6
<PAGE>
MARKETING

    We have 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 our gaming
operations. Recently at our properties, such as Mandalay Bay, and to a lesser
extent Luxor, we have begun to serve higher income casino customers and to host
conventions. Our philosophy remains one of providing the best value in each of
the market segments where we compete.

    MANDALAY BAY.  Mandalay Bay, which opened March 2, 1999, contributed 22% of
our revenues in the year ended January 31, 2000. This property offers a level of
entertainment and hotel accommodations which is designed to draw a higher-income
customer than we have historically targeted. Designed with a South Seas theme,
Mandalay Bay offers its guests internationally renowned restaurants which
provide guests a wide variety of dining options. Mandalay Bay's entertainment
attractions include an 11-acre lagoon with a surfing beach and a lazy river
ride, a House of Blues, rumjungle, a 1,700-seat showroom and a special events
arena where brand-name entertainment and sporting events are offered. In
addition, Mandalay Bay's 125,000-square-foot convention facility marks our entry
into competition for the convention and meeting segment of visitors to Las
Vegas.

    LUXOR.  Luxor contributed 17% of our revenues in the year ended January 31,
2000 (and 24% and 23%, respectively, in the years ended January 31, 1999 and
1998). This property offers a level of entertainment and hotel accommodations
which is designed to attract the top segment of the middle-income stratum of
customers. Designed with an Egyptian theme and highly decorated rooms, Luxor's
30-story pyramid offers its guests a tri-level entertainment area, including an
IMAX theater, dynamic motion rides, a popular nightclub and theatrical revues.
We completed an expansion program at Luxor in 1997 which added 1,950 new hotel
rooms, a new spa, 20,000 square feet of convention space, a 1,200-seat showroom
that features "Blue Man Group," which opened in March 2000, and a nightclub.

    EXCALIBUR.  Excalibur contributed 14% of our revenues in the year ended
January 31, 2000 (and 19% and 21%, respectively, in the years ended January 31,
1999 and 1998). This property attracts customers by offering guest rooms, food
and entertainment at medium 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.  Circus Circus-Las Vegas and
Circus Circus-Reno together contributed 18% of our revenues in the year ended
January 31, 2000 (and 24% and 25%, respectively, in the years ended January 31,
1999 and 1998). Each of these properties has a popular buffet, attractive
because of its variety, quality and low price. From a "Big Top" above the
casino, each of these properties offers 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, an enclosed and
climate-controlled five-acre structure, offers additional theme park attractions
at Circus Circus-Las Vegas.

    COLORADO BELLE AND EDGEWATER.  The Colorado Belle and Edgewater together
contributed 8% of our revenues in the year ended January 31, 2000 (and 11% and
12%, respectively, in the years ended January 31, 1999 and 1998). 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 that property's casino and other facilities. Connected by a
scenic walkway, the two resorts form an inviting shoreline along the Colorado
River.

    GOLD STRIKE AND NEVADA LANDING.  Gold Strike and Nevada Landing together
contributed 4% of our revenues in the year ended January 31, 2000 (and 5% and
6%, respectively, in the years ended January 31,

                                       7
<PAGE>
1999 and 1998). These 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.  Gold Strike-Tunica contributed 6% of our revenues in
the year ended January 31, 2000 (and 7% and 4%, respectively, in the years ended
January 31, 1999 and 1998). Gold Strike-Tunica, which is our first wholly owned
casino outside of Nevada, is part of an integrated three casino development
(Casino Center) that provides patrons with the opportunity to visit any of the
three casinos without driving, an unique experience in the Tunica County market.
In the first quarter of 1998, we completed the opening of a 31-story hotel tower
with 1,066 guest rooms at Gold Strike-Tunica, which previously had no hotel
rooms. This property's original Circus-themed casino and other facilities were
also remodeled and rethemed into a more elegant resort.

    We maintain an active media advertising program through radio, television,
billboards and printed publications primarily in Nevada, California and Arizona
for our Nevada properties and in the Memphis area for our Gold Strike-Tunica
property. In addition, we advertise on and allow patrons to make room
reservations via the Internet, where we believe we are in the forefront of our
competition. We also offer complimentary hotel accommodations, meals and drinks
to selected customers.

OPERATIONS AND COST CONTROLS

    The primary source of our revenues is casinos, although our hotels,
restaurants, bars, shops, midway games and other entertainment attractions and
other services are an important adjunct to the casinos.

    The following table sets forth the contribution to our net revenues on a
dollar and percentage basis of our major activities for each of our three most
recent fiscal years.

<TABLE>
<CAPTION>
                                                              YEAR ENDED JANUARY 31,
                                       ---------------------------------------------------------------------
<S>                                    <C>          <C>        <C>          <C>        <C>          <C>
                                               2000                    1999                    1998
                                       ---------------------   ---------------------   ---------------------
<CAPTION>
                                                              (DOLLARS IN THOUSANDS)
<S>                                    <C>          <C>        <C>          <C>        <C>          <C>
Revenues: (1)
  Casino(2)..........................  $  951,492     46.4%    $  709,909     48.0%    $  632,122     46.7%
  Rooms(3)...........................     534,132     26.0%       355,635     24.0%       330,644     24.4%
  Food and beverage(3)...............     346,647     16.9%       246,622     16.7%       215,584     15.9%
  Other(3)...........................     251,509     12.3%       170,701     11.5%       142,407     10.5%
  Earnings of unconsolidated
    affiliates.......................      98,627      4.8%        83,967      5.7%        98,977      7.3%
                                       ----------    -----     ----------    -----     ----------    -----
                                        2,182,407    106.4%     1,566,834    105.9%     1,419,734    104.8%
Less:
  Complimentary allowances(3)........     131,509      6.4%        87,054      5.9%        65,247      4.8%
                                       ----------    -----     ----------    -----     ----------    -----

Net revenues.........................  $2,050,898    100.0%    $1,479,780    100.0%    $1,354,487    100.0%
                                       ==========    =====     ==========    =====     ==========    =====
</TABLE>

------------------------

(1) Includes operations of Silver City to October 31, 1999, operations of
    Mandalay Bay from March 2, 1999 and MotorCity Casino from December 14, 1999.

(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.

                                       8
<PAGE>
    We maintain stringent cost controls which historically have been exemplified
by a general policy of offering minimal credit to gaming customers at our
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. We have also brought this policy to our 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
Mandalay Bay, and to a lesser extent, Luxor.

    We maintain strict controls over the issuance of credit and aggressively
pursue 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 our accounts receivable that is owed by
foreigners is not currently material, to the extent we hold obligations of
foreign debtors, the collectibility of those debts may be affected by a number
of factors, including changes in currency exchange rates and economic conditions
in the customers' home countries.

    Our current operations at each of our casinos are conducted 24 hours a day,
every day of the year, with the exception of Grand Victoria which operates
22 hours a day, every day of the year. We do not consider our business to be
highly seasonal, although our operating income is typically somewhat lower in
the fourth quarter, affected by slower travel leading up to the holiday period.
We emphasize courteous and prompt service to our customers and aspire to a high
standard of excellence in all of our operations.

    In connection with our gaming activities, we follow a policy of stringent
controls and cross checks on the recording of all receipts and disbursements.
The audit and cash controls we have developed and utilize 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 our slot
      machines, tables and other games; and

    - the rapid analysis and resolution of discrepancies or deviations from
      normal performance.

FUTURE EXPANSION ACTIVITIES

    Consistent with past practice and the longstanding policy of making
substantial investments in our gaming business at regular intervals, we continue
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
our wholly owned operating properties are currently located, or in other
jurisdictions within the United States or abroad where gaming has been
legalized. Our new investments may be in properties that are wholly owned and
operated by us, or may be in properties that are developed, owned and/or
operated through joint ventures with one or more other parties.

                                       9
<PAGE>
    MASTERPLAN MILE.  Our masterplan mile, which is the site of our most
recently-completed resort, Mandalay Bay, as well as our Luxor and Excalibur
properties, includes approximately 60 acres of land which is yet to be
developed. The long-term plan for completion of our masterplan mile presently
includes as many as two additional resorts and additional entertainment
facilities. At this time, we have not determined the timing, scope or design of
any future development on our masterplan mile.

    MISSISSIPPI GULF COAST.  We have announced that we plan 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. It is currently anticipated
that the resort will include as many as 1,500 hotel rooms and require an
investment of approximately $225 million. We have received all necessary
approvals to commence development. However, these approvals have been challenged
in federal court, and we anticipate that we will not commence the design and
construction of this resort until there is a satisfactory resolution of all
legal actions. As presently contemplated, we will own 90% of the resort and a
partner will contribute the land in exchange for the remaining 10% interest.

    DETROIT, MICHIGAN.  For information concerning the planned construction of a
hotel-casino in downtown Detroit, Michigan, see "Property Descriptions--Detroit,
Michigan."

    CONSTRUCTION RISKS.  Any major construction project that we, or any joint
venture in which we own 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 by our Detroit joint
venture of a proposed hotel-casino in downtown Detroit, Michigan is dependent on
the acquisition of the proposed permanent site and the satisfactory resolution
of pending litigation. See "Detroit Litigation" in Item 3 of this report.
Accordingly, there can be no assurance as to the commencement or successful
completion of any projects that we, or any joint venture in which we are a
participant, may undertake, including the one contemplated by the Detroit joint
venture.

COMPETITION

    The hotel and casino industry is very competitive. Our hotel-casino
operations in Las Vegas, which are conducted primarily from properties located
along the Las Vegas Strip, currently compete with numerous other major
hotel-casinos and a number of smaller casinos located on or near the Las Vegas
Strip. Our Las Vegas operations also compete with casinos located in downtown
Las Vegas, in Las Vegas' suburban areas and, to a lesser extent, with casino and
hotel properties in other parts of Nevada, including Laughlin, Reno and along
I-15 (the principal highway between Las Vegas and southern California) near the
California-Nevada state line. Las Vegas casinos, including our own, also compete
with Native American casinos in southern California (the principal source of
business for Las Vegas casinos including our own) and central Arizona and, to a
lesser extent with casinos in other parts of the country.

    Casino and guest room capacity has increased significantly in the Las Vegas
market. During the period from October 1998 through September 1999, four major
hotel-casino resorts, including our own Mandalay Bay, opened on the Las Vegas
Strip. As a result of these openings, the number of guest rooms increased by
approximately 12,500, including the 3,700 at Mandalay Bay. While our Las Vegas
operations had previously benefitted from growth in hotel and casino capacity in
the Las Vegas market when we were a significant contributor to the new capacity,
the addition of 1,000 guest rooms at Circus Circus-Las Vegas and an additional
1,950 guest rooms at Luxor in 1997 did not initially contribute to visitor
growth. The impact on our operations of the added hotel and casino capacity
recently completed, and any additional

                                       10
<PAGE>
capacity subsequently opened in Las Vegas, including another hotel-casino
currently under construction, will depend on the ability of the new properties,
including Mandalay Bay, to produce a significant and sustained increase in the
flow of visitors to the Las Vegas market.

    Circus Circus-Reno competes with approximately 11 other major hotel-casinos,
including Silver Legacy, a hotel-casino complex with 1,711 guest rooms, which is
50% owned by one of our wholly owned subsidiaries. Circus Circus-Reno and Silver
Legacy also compete with numerous other smaller casinos in the greater Reno area
and, to a lesser extent, with casinos and hotels in Lake Tahoe and other parts
of Nevada and Native American casinos in northern California.

    In Laughlin, the Colorado Belle and the Edgewater, which together accounted
for approximately 25% of the rooms in Laughlin as of January 31, 2000, compete
with eight other Laughlin casinos. They also compete with the hotel-casinos in
Las Vegas and those on I-15 (the principal highway between Las Vegas and
southern California) near the California-Nevada state line, as well as a growing
number of Native American casinos in Laughlin's regional market. The expansion
of hotel and casino capacity in Las Vegas in recent years and the growth of
Native American casinos in central Arizona and southern California have had a
negative impact on Laughlin area properties, including the Colorado Belle and
the Edgewater, by drawing visitors from the Laughlin market. This has, in turn,
resulted in increased competition among Laughlin properties for a reduced number
of visitors which contributes to generally lower revenues and profit margins at
Laughlin properties, including the Colorado Belle and the Edgewater.

    Our Jean, Nevada properties, Gold Strike and Nevada Landing, are located on
I-15 (the principal highway between Las Vegas and southern California),
approximately 25 miles south of Las Vegas and 12 miles north of the
California-Nevada border. These properties attract their customers almost
entirely from the large number of people traveling between Las Vegas and
southern California. Accordingly, these properties compete with the large
concentration of hotel, casino and other entertainment options available in Las
Vegas as well as three hotel-casinos located at the California-Nevada border.
The growth of Native American casinos in southern California has also drawn
visitors from the Jean, Nevada market.

    Gold Strike-Tunica competes with other casinos in Tunica County,
Mississippi, including a hotel-casino which is closer to Memphis, the largest
city in Tunica County's principal market, than any of the other facilities
currently in operation in Tunica County. Gold Strike-Tunica's hotel tower, which
has 1,066 guest rooms, was completed in early 1998 and provides this property
with the second largest number of guest rooms in the Tunica County market.

    Grand Victoria is a 50% owned riverboat casino and land-based entertainment
complex in Elgin, Illinois, a suburb approximately 40 miles northwest of
downtown Chicago. Grand Victoria is one of nine licensed gaming riverboats
currently operating in Illinois and is located approximately 20 miles and 40
miles, respectively, from its nearest competitors in Aurora, Illinois and
Joliet, Illinois. Recently passed legislation in Illinois would allow a casino
in Rosemont, approximately 16 miles from Grand Victoria. This legislation is
being challenged in court.

    Gaming has expanded dramatically in the United States in recent years. Forms
of gaming include:

    - riverboats;

    - dockside gaming facilities;

    - Native American gaming ventures;

    - land-based casinos;

    - state-sponsored lotteries;

    - off-track wagering;

    - Internet gaming; and

    - card parlors.

                                       11
<PAGE>
    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.
In addition, other states are currently considering, or may in the future
consider, legalizing casino gaming in specific geographic areas within their
states. Many Native American tribes conduct casino gaming throughout the United
States. Other Native American tribes are either in the process of establishing
or are considering establishing gaming at additional locations, including sites
in California and Arizona. The competitive impact on Nevada gaming
establishments, in general, and our operations, in particular, from the
continued growth of gaming in jurisdictions outside Nevada cannot be determined
at this time. We believe that the expansion of casino gaming in markets close to
Nevada, such as California and Arizona, and the expansion of the types of gaming
permitted in California under the amendment to the California constitution
approved on March 7, 2000, could have an adverse impact on our operations and,
depending on the nature, location and extent of those operations outside of
Nevada, the impact could be material.

REGULATION AND LICENSING

    Each of our casinos, including those owned and operated by the joint
ventures in which we participate, is subject to extensive regulation under laws,
rules and supervisory procedures primarily in the jurisdiction where located or
docked. Set forth below is a discussion of the applicable gaming laws and
regulations of each jurisdiction where gaming is conducted by us or by a joint
venture in which we participate.

NEVADA GAMING LAWS

    The ownership and operation of casino gaming facilities in the State of
Nevada, such as the Nevada gaming facilities we and the joint ventures in which
we participate own and operate, are subject to the Nevada Gaming Control Act and
the regulations promulgated under this Act and various local regulations. Our
Nevada gaming operations and those of its Nevada joint ventures are subject to
the licensing and regulatory control of the Nevada Gaming Commission, the Nevada
State Gaming Control Board and, depending on the facility's location, the Clark
County Liquor and Gaming Licensing Board or the City of Reno, which we refer to
collectively as the "Nevada Gaming Authorities."

    The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things:

    - the prevention of unsavory or unsuitable persons from having a direct or
      indirect involvement with gaming at any time or in any capacity;

    - the establishment and maintenance of responsible accounting practices and
      procedures;

    - 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;

    - the prevention of cheating and fraudulent practices; and

    - providing a source of state and local revenues through taxation and
      licensing fees.

    Changes in these laws, regulations and procedures could have an adverse
affect on our gaming operations.

    Each of Mandalay's subsidiaries that currently operates a casino in Nevada
is required to be licensed by the Nevada Gaming Authorities. The gaming license
requires the periodic payment of fees and taxes and is not transferable.
Mandalay is required to be registered by the Nevada Gaming Commission as a
publicly traded corporation and as such, is required periodically to submit
detailed financial and operating reports to the Nevada Gaming Commission and
furnish any other information that the Nevada Gaming Commission may require. No
person may become a stockholder of, or receive any percentage of profits

                                       12
<PAGE>
from, a licensed casino without first obtaining licenses and approvals from the
Nevada Gaming Authorities. We have obtained from the Nevada Gaming Authorities
the various registrations, findings of suitability, approvals, 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, Mandalay or any of its
licensed subsidiaries in order to determine whether the individual is suitable
or should be licensed as a business associate of a gaming licensee. Mandalay and
its licensed subsidiaries' officers, directors and key employees must file
applications with the Nevada Gaming Authorities and 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. An applicant for licensing or an applicant for a finding
of suitability must pay for 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 licensing, the Nevada Gaming Authorities have the 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 Mandalay or any licensed subsidiary, Mandalay and the licensed
subsidiary would have to sever all relationships with that person. In addition,
the Nevada Gaming Commission may require Mandalay or a licensed subsidiary to
terminate the employment of any person who refuses to file appropriate
applications. Determinations of suitability or questions pertaining to licensing
are not subject to judicial review in Nevada.

    Mandalay and all of its licensed subsidiaries are required to submit
detailed financial and operating reports to the Nevada Gaming Commission.
Substantially all of our or a licensed subsidiaries' material loans, leases,
sales of securities and similar financing transactions must be reported to, or
approved by, the Nevada Gaming Commission.

    If the Nevada Gaming Commission determined that Mandalay or a licensed
subsidiary violated the Nevada Gaming Control Act, it could limit, condition,
suspend or revoke our gaming licenses. In addition, Mandalay, the licensed
subsidiary, and the persons involved could be subject to substantial fines for
each separate violation of the Nevada Gaming Control Act at the discretion of
the Nevada Gaming Commission. Further, a supervisor could be appointed by the
Nevada Gaming Commission to operate a licensed subsidiary's gaming establishment
and, under specified circumstances, earnings generated during the supervisor's
appointment, except for the reasonable rental value of the premises, could be
forfeited to the State of Nevada. Limitation, conditioning or suspension of any
gaming license of a licensed subsidiary and the appointment of a supervisor
could, or revocation of any gaming license would, have a material adverse effect
on our gaming operations.

    Any beneficial holder of our common stock, or any of our other voting
securities, regardless of the number of shares owned, may be required to file an
application, be investigated and have that person's suitability as a beneficial
holder of our voting securities determined if the Nevada Gaming Commission has
reason to believe that the ownership would otherwise be inconsistent with the
declared policies of the State of Nevada. The applicant must pay all costs of
the investigation incurred by the Nevada Gaming Authorities in conducting any
investigation.

    The Nevada Gaming Control Act requires any person who acquires a beneficial
ownership of more than 5% of Mandalay's voting securities to report the
acquisition to the Nevada Gaming Commission. The Nevada Gaming Control Act
requires that beneficial owners of more than 10% of Mandalay's voting securities
apply to the Nevada Gaming Commission for a finding of suitability within thirty
days after the Chairman of the Nevada State Gaming Control Board mails the
written notice requiring such filing. An "institutional investor," as defined in
the Nevada Act, which acquires beneficial ownership of more than 10%, but not
more than 15%, of Mandalay's voting securities may apply to the Nevada Gaming

                                       13
<PAGE>
Commission for a waiver of a finding of suitability if the institutional
investor holds Mandalay's voting securities for investment purposes only. An
institutional investor will be deemed to hold Mandalay's voting securities for
investment purposes if it acquired and holds Mandalay's voting securities 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 Mandalay's board of
      directors;

    - any change in Mandalay's corporate charter, bylaws, management, policies
      or operations, or any of its gaming affiliates; or

    - any other action which the Nevada Gaming Commission finds to be
      inconsistent with holding Mandalay's voting securities for investment
      purposes only.

    Activities which are not deemed to be inconsistent with holding voting
securities for investment purposes only include:

    - voting on all matters voted on by stockholders;

    - 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

    - other activities as the Nevada Gaming Commission may determine to be
      consistent with investment intent.

    If the beneficial holder of Mandalay's voting securities who must be found
suitable is a corporation, partnership, limited partnership, limited liability
company 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 Gaming
Commission or by the Chairman of the Nevada State Gaming Control 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 Mandalay's voting securities beyond the period of time as may be prescribed
by the Nevada Gaming Commission may be guilty of a criminal offense. Mandalay
will be 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
it or a licensed subsidiary, it:

    - pays that person any dividend or interest upon any of Mandalay's voting
      securities;

    - allows that person to exercise, directly or indirectly, any voting right
      conferred through securities held by that person;

    - pays remuneration in any form to that person for services rendered or
      otherwise; or

    - fails to pursue all lawful efforts to require the unsuitable person to
      relinquish the voting securities including, if necessary, the immediate
      purchase of the 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 Gaming Commission may, in its discretion, require the holder of
any debt security of a registered publicly traded corporation, such as the
notes, to file applications, be investigated and be found suitable to own the
debt security of the registered corporation. If the Nevada Gaming Commission
determines that a person is unsuitable to own the security, then under the
Nevada Gaming Control Act, the registered publicly traded corporation can be
sanctioned, including the loss of its approvals, if without the prior approval
of the Nevada Gaming Commission, it:

    - pays to the unsuitable person any dividend, interest or any distribution
      whatsoever;

                                       14
<PAGE>
    - recognizes any voting right by the unsuitable person in connection with
      the securities;

    - pays the unsuitable person remuneration in any form; or

    - makes any payment to the unsuitable person by way of principal,
      redemption, conversion, exchange, liquidation or similar transaction.

    Mandalay 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 the disclosure may be grounds for finding the record holder
unsuitable. Mandalay is also required to render maximum assistance in
determining the identity of the beneficial owner of any of our voting
securities. The Nevada Gaming Commission has the power to require our stock
certificates to bear a legend indicating that the securities are subject to the
Nevada Gaming Control Act. To date, the Nevada Gaming Commission has not imposed
that requirement on us.

    Mandalay may not make a public offering of its securities without the prior
approval of the Nevada Gaming Commission if it intends to use the securities or
the proceeds from the offering to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for those
purposes or for similar transactions. On January 28, 1999, the Nevada Gaming
Commission granted Mandalay prior approval to make public offerings for a period
of two years, subject to some conditions, which we refer to as the "shelf
approval." The shelf approval also applies to any company that Mandalay wholly
owns which is a publicly traded corporation or would become a publicly traded
corporation pursuant to a public offering. The shelf approval also includes
approval for our registered and licensed subsidiaries to guarantee any security
issued by, and to hypothecate their assets to secure the payment or performance
of any obligations evidenced by a security issued by, Mandalay or an affiliate
in a public offering under the shelf registration. The shelf approval also
includes approval to place restrictions upon the transfer of and enter into
agreements not to encumber the equity securities of the licensed subsidiaries,
which we refer to as "stock restrictions." The shelf approval, however, may be
rescinded for good cause without prior notice upon the issuance of an
interlocutory stop order by the Chairman of the Nevada State Gaming Control
Board. The shelf approval does not constitute a finding, recommendation or
approval of the Nevada Gaming Authorities as to the accuracy or adequacy of the
prospectus or other disclosure document by which securities are offered or the
investment merits of such securities.

    Mandalay must obtain prior approval of the Nevada Gaming Commission with
respect to a change in control through:

    - merger;

    - consolidation;

    - stock or asset acquisitions;

    - management or consulting agreements; or

    - any act or conduct by a person whereby the person obtains control of
      Mandalay.

    Entities seeking to acquire control of a registered publicly-traded
corporation must satisfy the Nevada State Gaming Control Board and Nevada Gaming
Commission in a variety of stringent standards before assuming control of the
registered corporation. The Nevada Gaming 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 licenses, and registered publicly-traded corporations
that are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Gaming Commission has established a
regulatory scheme

                                       15
<PAGE>
to ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to:

    - assure the financial stability of corporate gaming operators and their
      affiliates;

    - preserve the beneficial aspects of conducting business in the corporate
      form; and

    - promote a neutral environment for the orderly governance of corporate
      affairs.

    Approvals may be required from the Nevada Gaming Commission before Mandalay
can make exceptional repurchases of voting securities above their current market
price 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 our board of directors in response to a tender
offer made directly to its stockholders for the purpose of acquiring control of
Mandalay.

    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 licensed 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:

    - a percentage of the gross revenues received;

    - the number of gaming devices operated; or

    - the number of table games operated.

    A casino entertainment tax is also paid by casino operations where
entertainment is furnished in connection with the selling or serving of food or
refreshments or the selling of merchandise. Nevada corporate licensees that hold
a license as an operator of a slot machine route, or a manufacturer's or
distributor's license, also pay fees and taxes to the State of Nevada. The
licensed subsidiaries currently pay monthly fees to the Nevada Gaming Commission
equal to a maximum of 6.25% of gross revenues.

    Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with those persons (collectively,
"licensees"), and who proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada State Gaming Control Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation of the Nevada State Gaming Control Board of the
licensee's participation in such foreign gaming. The revolving fund is subject
to increase or decrease in the discretion of the Nevada Gaming Commission.
Thereafter, licensees are required to comply with the reporting requirements
imposed by the Nevada Gaming Control Act. A licensee is also subject to
disciplinary action by the Nevada Gaming Commission if it:

    - knowingly violates any laws of the foreign jurisdiction pertaining to the
      foreign gaming operation;

    - fails to conduct the foreign gaming operation in accordance with the
      standards of honesty and integrity required of Nevada gaming operations;

    - engages in activities or enters into associations that are harmful to the
      State of Nevada or its ability to collect gaming taxes and fees; or

    - employs, contracts with or associates 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.

                                       16
<PAGE>
    The sale of alcoholic beverages at establishments operated by a licensed
subsidiary is subject to licensing, control and regulation by applicable local
regulatory agencies. All licenses are revocable and are not transferable. The
agencies involved have full power to limit, condition, suspend or revoke any
license, and any disciplinary action could, and revocation would, have a
material adverse affect upon the operations of the licensed subsidiary.

MISSISSIPPI GAMING LAWS

    Mandalay conducts its Mississippi gaming operations through a Mississippi
subsidiary, Circus Circus Mississippi, Inc. ("CCMI"), which owns and operates
the Gold Strike-Tunica casino in Tunica County, Mississippi. The ownership and
operation of casino facilities in Mississippi are subject to extensive state and
local regulation, but primarily the licensing and regulatory control of the
Mississippi Gaming Commission and the Mississippi State Tax Commission.

    The Mississippi Gaming Control Act, which legalized dockside casino gaming
in Mississippi, was enacted on June 29, 1990. Although not identical, the
Mississippi Gaming Control Act is similar to the Nevada Gaming Control Act.
Effective October 29, 1991, the Mississippi Gaming Commission adopted
regulations in furtherance of the Mississippi Gaming Control Act (the
"regulations") which are also similar in many respects to the Nevada gaming
regulations.

    The laws, regulations and supervisory procedures of Mississippi and the
Mississippi Gaming Commission seek to:

    - prevent unsavory or unsuitable persons from having any direct or indirect
      involvement with gaming at any time or in any capacity;

    - establish and maintain responsible accounting practices and procedures;

    - maintain effective control over the financial practices of licensees,
      including establishing minimum procedures for internal fiscal affairs and
      safeguarding of assets and revenues, providing reliable record keeping and
      making periodic reports to the Mississippi Gaming Commission;

    - prevent cheating and fraudulent practices;

    - provide a source of state and local revenues through taxation and
      licensing fees; and

    - ensure that gaming licensees, to the extent practicable, employ
      Mississippi residents.

    The regulations are subject to amendment and interpretation by the
Mississippi Gaming Commission. Changes in Mississippi law, the regulations
and/or interpretations of the Mississippi Gaming Control Act and the regulations
by the Mississippi Gaming Commission may limit or otherwise materially affect
the types of gaming that may be conducted and could have a material adverse
affect on Mandalay and CCMI's Mississippi gaming operations.

    The Mississippi Gaming Control Act provides for legalized dockside gaming at
the discretion of the 14 counties that either border the Gulf Coast or the
Mississippi River, but only if the voters in these counties have not voted to
prohibit gaming in that county. As of March 1, 2000, dockside gaming was
permissible in nine of the 14 eligible counties in the state and gaming
operations had commenced in Adams, Coahoma, Hancock, Harrison, Tunica, Warren
and Washington counties. Under Mississippi law, gaming vessels must be located
on the Mississippi River or on navigable waters in eligible counties along the
Mississippi River, or in the waters of the State of Mississippi lying south of
the state in eligible counties along the Mississippi Gulf Coast. The law permits
unlimited stakes gaming on permanently moored vessels on a 24-hour basis and
does not restrict the percentage of space which may be utilized for gaming.
There are no limitations on the number of gaming licenses which may be issued in
Mississippi. The legal age for gaming in Mississippi is 21.

                                       17
<PAGE>
    Mandalay and its Mississippi licensee subsidiary CCMI are subject to the
licensing and regulatory control of the Mississippi Gaming Commission. Mandalay
is registered under the Mississippi Gaming Control Act as a publicly-traded
holding company of CCMI and is required periodically to submit detailed
financial, operating and other reports to the Mississippi Gaming Commission and
furnish any other information which the Mississippi Gaming Commission may
require. If we are unable to satisfy the registration requirements of the
Mississippi Gaming Control Act, Mandalay and CCMI cannot own or operate gaming
facilities in Mississippi. CCMI must maintain a gaming license from the
Mississippi Gaming Commission to operate a casino in Mississippi. The
Mississippi Gaming Commission issues the licenses. CCMI also is required
periodically to submit detailed financial, operating and other reports to the
Mississippi Gaming Commission and the Mississippi State Tax Commission and to
furnish any other information required thereby.

    Gaming licenses are not transferable, are issued for a maximum term of three
years and must be renewed periodically thereafter. CCMI received its Mississippi
gaming license on August 18, 1994 and renewals on August 19, 1996 and
August 20, 1998. No person may become a stockholder of or receive any percentage
of profits from a licensed subsidiary of a holding company without first
obtaining licenses and approvals from the Mississippi Gaming Commission.

    Certain of Mandalay's officers, directors and employees and the officers,
directors and key employees of CCMI who are actively and directly engaged in the
administration or supervision of gaming in Mississippi must be found suitable or
be licensed by the Mississippi Gaming Commission. Mandalay believes it and CCMI
have applied for all necessary findings of suitability with respect to these
persons, although the Mississippi Gaming Commission, in its discretion, may
require additional persons to file applications for findings of suitability. In
addition, any person having a material relationship or involvement with Mandalay
or CCMI may be required to be found suitable, in which case those persons must
pay the costs and fees associated with the investigation. A finding of
suitability requires submission of detailed personal financial information
followed by a thorough investigation. There can be no assurance that a person
who is subject to a finding of suitability will be found suitable by the
Mississippi Gaming Commission. The Mississippi Gaming Commission may deny an
application for a finding of suitability for any cause that it deems reasonable.
Findings of suitability must be periodically renewed.

    Changes in certain licensed positions must be reported to the Mississippi
Gaming Commission. In addition to its authority to deny an application for a
finding of suitability, the Mississippi Gaming Commission has jurisdiction to
disapprove a change in a licensed position. The Mississippi Gaming Commission
has the power to require Mandalay and CCMI to suspend or dismiss officers,
directors and other key employees or sever relationships with other persons who
refuse to file appropriate applications or whom the authorities find unsuitable
to act in their capacities.

    Employees associated with gaming must obtain work permits that are subject
to immediate suspension. The Mississippi Gaming Commission will refuse to issue
a work permit to a person convicted of a felony and it may refuse to issue a
work permit to a gaming employee if the employee has committed various
misdemeanors or knowingly violated the Mississippi Gaming Control Act or for any
other reasonable cause.

    At any time, the Mississippi Gaming Commission has the power to investigate
and require a finding of suitability of any of Mandalay's record or beneficial
stockholders, regardless of the percentage of ownership. Mississippi law
requires any person who acquires more than 5% of the common stock of a
publicly-traded corporation registered with the Mississippi Gaming Commission to
report the acquisition to the Mississippi Gaming Commission, and that person may
be required to be found suitable. Also, any person who becomes a beneficial
owner of more than 10% of the common stock of such a company, as reported to the
Mississippi Gaming Commission, must apply for a finding of suitability by the
Commission and must pay the costs and fees that the Mississippi Gaming
Commission incurs in conducting the investigation. The Mississippi Gaming
Commission has generally exercised its discretion to require a

                                       18
<PAGE>
finding of suitability of any beneficial owner of more than 5% of a registered
public company's common stock. However, the Mississippi Gaming Commission has
adopted a policy that may permit institutional investors to own beneficially up
to 15% of a registered public company's common stock without a finding of
suitability. If a stockholder 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 Mississippi Gaming Commission may at
any time dissolve, suspend, condition, limit or restrict a finding of
suitability to own Mandalay's equity interests for any cause it deems
reasonable.

    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 Gaming
Commission may be found unsuitable. Any person found unsuitable and who holds,
directly or indirectly, any beneficial ownership of Mandalay's securities beyond
the time that the Mississippi Gaming Commission prescribes, may be guilty of a
misdemeanor. Mandalay is subject to disciplinary action if, after receiving
notice that a person is unsuitable to be a stockholder or to have any other
relationship with Mandalay or CCMI, Mandalay:

    - pays the unsuitable person any dividend or other distribution upon its
      voting securities;

    - recognizes the exercise, directly or indirectly, of any voting rights
      conferred by securities held by the unsuitable person;

    - pays the unsuitable person any remuneration in any form for services
      rendered or otherwise, except in limited and specific circumstances; or

    - fails to pursue all lawful efforts to require the unsuitable person to
      divest himself of the securities, including, if necessary, the immediate
      purchase of the securities for cash at a fair market value.

    Mandalay may be required to disclose to the Mississippi Gaming Commission
upon request the identities of the holders of any debt or other securities. In
addition, under the Mississippi Gaming Control Act the Mississippi Gaming
Commission may, in its discretion:

    - require holders of debt securities of registered corporations to file
      applications;

    - investigate the holders; and

    - require the holders to be found suitable to own the debt securities.

    Although the Mississippi Gaming Commission generally does not require the
individual holders of obligations such as notes to be investigated and found
suitable, the Mississippi Gaming Commission retains the discretion to do so for
any reason, including but not limited to a default, or where the holder of the
debt instrument exercises a material influence over the gaming operations of the
entity in question. Any holder of debt or equity securities required to apply
for a finding of suitability must pay all investigative fees and costs of the
Mississippi Gaming Commission in connection with the investigation.

    CCMI must maintain in Mississippi a current ledger with respect to the
ownership of its equity securities and Mandalay must maintain in Mississippi a
current list of its stockholders which must reflect the record ownership of each
outstanding share of any equity security issued by Mandalay. The ledger and
stockholder lists must be available for inspection by the Mississippi Gaming
Commission at any time. If any of Mandalay's 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 Gaming Commission. A failure
to make that disclosure may be grounds for finding the record holder unsuitable.
Mandalay must also render maximum assistance in determining the identity of the
beneficial owner.

    The Mississippi Gaming Control Act requires that the certificates
representing securities of a registered publicly-traded corporation bear a
legend to the general effect that the securities are subject to the Mississippi
Gaming Control Act and the regulations of the Mississippi Gaming Commission. The

                                       19
<PAGE>
Mississippi Gaming Commission has granted Mandalay a waiver of this legend
requirement. The Mississippi Gaming Commission has the power to impose
additional restrictions on Mandalay and the holders of its securities at any
time.

    Substantially all loans, leases, sales of securities and similar financing
transactions by a licensed gaming subsidiary must be reported to or approved by
the Mississippi Gaming Commission. A licensed gaming subsidiary may not make a
public offering of its securities, but may pledge or mortgage casino facilities
if it obtains the prior approval of the Mississippi Gaming Commission. Mandalay
may not make a public offering of its securities without the prior approval of
the Mississippi Gaming Commission if any part of the proceeds of the offering is
to be used to finance the construction, acquisition or operation of gaming
facilities in Mississippi or to retire or extend obligations incurred for those
purposes. The approval, if given, does not constitute a recommendation or
approval of the accuracy or adequacy of the prospectus or the investment merits
of the securities subject to the offering. On February 17, 2000, the Mississippi
Gaming Commission granted Mandalay a waiver of the prior approval requirement
for its securities offerings for a period of two years, subject to certain
conditions. The waiver may be rescinded for good cause without prior notice upon
the issuance of an interlocutory stop order by the Executive Director of the
Mississippi Gaming Commission.

    Under the regulations of the Mississippi Gaming Commission, CCMI may not
guarantee a security issued by Mandalay pursuant to a public offering, or pledge
its assets to secure payment or performance of the obligations evidenced by the
security issued by Mandalay, without the prior approval of the Mississippi
Gaming Commission. Similarly, Mandalay may not pledge the stock or other
ownership interests of CCMI, nor may the pledgee of these ownership interests
foreclose on the pledge, without the prior approval of the Mississippi Gaming
Commission. Moreover, restrictions on the transfer of an equity security issued
by CCMI and agreements not to encumber these securities are ineffective without
the prior approval of the Mississippi Gaming Commission. The waiver of the prior
approval requirement for Mandalay's securities offerings received from the
Mississippi Gaming Commission on February 17, 2000 includes a waiver of the
prior approval requirement for such guarantees, pledges and restrictions of
CCMI, subject to certain conditions.

    Mandalay cannot change its control through merger, consolidation,
acquisition of assets, management or consulting agreements or any form of
takeover without the prior approval of the Mississippi Gaming Commission. The
Mississippi Gaming 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 Mississippi Legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and other corporate
defense tactics that affect corporate gaming licensees in Mississippi and
corporations whose stock is publicly-traded that are affiliated with those
licensees, may be injurious to stable and productive corporate gaming. The
Mississippi Gaming Commission has established a regulatory scheme to ameliorate
the potentially adverse effects of these business practices upon Mississippi's
gaming industry and to further Mississippi's policy to:

    - assure the financial stability of corporate gaming operators and their
      affiliates;

    - preserve the beneficial aspects of conducting business in the corporate
      form; and

    - promote a neutral environment for the orderly governance of corporate
      affairs.

    Mandalay may be required to obtain approval from the Mississippi Gaming
Commission before it may make exceptional repurchases of voting securities in
excess of the current market price of its common stock (commonly called
"greenmail") or before it may consummate a corporate acquisition opposed by
management. The regulations will also require prior approval by the Mississippi
Gaming Commission if Mandalay adopts a plan of recapitalization proposed by its
board of directors opposing a tender offer made directly to the stockholders for
the purpose of acquiring control of Mandalay.

                                       20
<PAGE>
    Neither Mandalay nor CCMI may engage in gaming activities in Mississippi
while Mandalay, CCMI and/or persons found suitable to be associated with the
gaming license of CCMI conduct gaming operations outside of Mississippi without
approval of the Mississippi Gaming Commission. The Mississippi Gaming Commission
may require determinations that there are means for the Mississippi Gaming
Commission to have access to information concerning Mandalay's and Mandalay's
affiliates' out-of-state gaming operations. Mandalay received waivers of foreign
gaming approval from the Mississippi Gaming Commission for the conduct of gaming
operations in Nevada, Indiana, Louisiana, Illinois, New Jersey, Michigan and
Ontario, Canada, but may be required to obtain the approval or a waiver of such
approval from the Mississippi Gaming Commission before engaging in any
additional future gaming operations outside of Mississippi.

    If the Mississippi Gaming Commission decides that a licensed gaming
subsidiary violated a gaming law or regulation, the Mississippi Gaming
Commission could limit, condition, suspend or revoke the license of the
subsidiary. In addition, we, the licensed subsidiary and the persons involved
could be subject to substantial fines for each separate violation. A violation
under any of Mandalay's other operating subsidiaries' gaming licenses may be
deemed a violation of CCMI's gaming license. Because of a violation, the
Mississippi Gaming Commission could attempt to appoint a supervisor to operate
the casino facilities. Limitation, conditioning or suspension of CCMI's gaming
license or Mandalay's registration as a publicly-traded holding company of CCMI,
or the appointment of a supervisor could, and revocation of any gaming license
or registration would, materially adversely affect Mandalay's Mississippi gaming
operations.

    A licensed gaming subsidiary must pay license fees and taxes, computed in
various ways depending on the type of gaming involved, to the State of
Mississippi and to the county or city in which the licensed gaming subsidiary
conducts operations. Depending upon the particular fee or tax involved, these
fees and taxes are payable either monthly, quarterly or annually and are based
upon:

    - a percentage of the gross gaming revenues received by the casino
      operation;

    - the number of slot machines operated by the casino; and

    - the number of table games operated by the casino.

    The license fee payable to the State of Mississippi is based upon "gaming
receipts," generally defined as gross receipts less payouts to customers as
winnings, and equals:

    - 4% of gaming receipts of $50,000 or less per month;

    - 6% of gaming receipts over $50,000 and less than $134,000 per month; and

    - 8% of gaming receipts over $134,000 per month.

    These license fees are allowed as a credit against our Mississippi income
tax liability for the year paid. The gross revenue fee imposed by the
Mississippi cities and counties in which casino operations are located is in
addition to the fees payable to the State of Mississippi and equals
approximately 4% of the gaming receipts.

    The Mississippi Gaming Commission adopted a regulation in 1994 requiring as
a condition of licensure or license renewal that a gaming establishment's plan
include a 500-car parking facility in close proximity to the casino complex and
infrastructure facilities which will amount to at least 25% of the casino cost.
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, we believe CCMI is in
compliance with this requirement. On January 21, 1999, the Mississippi Gaming
Commission adopted an amendment to this regulation which increased the
infrastructure requirement to 100% from the existing 25%; however, the
regulation grandfathers existing licensees and applies only to new casino
projects and casinos that are not operating at the time of acquisition or
purchase, and would therefore not apply to CCMI.

                                       21
<PAGE>
    Both the local jurisdiction and the Alcoholic Beverage Control Division of
the Mississippi State Tax Commission license, control and regulate the sale of
alcoholic beverages by CCMI. The Gold Strike-Tunica casino owned and operated by
CCMI is in an area designated as a special resort area, which allows casinos
located therein to serve alcoholic beverages on a 24-hour basis. The Alcohol
Beverage Control Division has the full power to limit, condition, suspend or
revoke any license for the service of alcoholic beverages or to place a licensee
on probation with or without conditions. Any disciplinary action could, and
revocation would, have a material adverse affect upon the casino's operations.
Mandalay's and CCMI's key officers and managers must be investigated by the
Alcoholic Beverage Control Division in connection with its liquor permits and
changes in key positions must be approved by the Alcoholic Beverage Control
Division.

ILLINOIS GAMING LAWS

    We are subject to the jurisdiction of the Illinois gaming authorities as a
result of our 50% interest in Grand Victoria Riverboat Casino based in Elgin,
Illinois.

    In February 1990, the State of Illinois legalized riverboat gambling. The
Illinois Riverboat Gambling Act (the "Illinois Act") authorizes the five-member
Illinois Gaming Board (the "Illinois Board") to issue up to ten riverboat gaming
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. Pursuant to the initial Illinois Act, a licensed owner who
holds greater than a 10% interest in one riverboat operation, could hold no more
than a 10% interest in any other riverboat operation. In addition, the initial
Illinois Act restricted the location of certain of the ten owners' licenses.
Four of the licenses were to be located on the Mississippi River, one license
was to be at a location on the Illinois River south of Marshall County and one
license had to be located on the Des Plaines River in Will County. The remaining
licenses were not restricted as to location. Currently, nine owner's licenses
are in operation in Alton, Aurora, East Peoria, East St. Louis, Elgin,
Metropolis, Rock Island and two licenses in Joliet. The tenth license, which was
initially granted to an operator in East Dubuque, was not renewed by the
Illinois Board and has been the subject of on-going litigation.

    Furthermore, under the initial Illinois Act, no gambling could be conducted
while a riverboat was docked. A gambling excursion could last no more than four
hours, and a gaming excursion was deemed to have started when the first
passenger boarded a riverboat. Gaming could continue during passenger boarding
for a period of up to 30 minutes. Gaming was also allowed for a period of up to
30 minutes after the gangplank or its equivalent was lowered, thereby allowing
passengers to exit the riverboat. During the 30-minute exit time period, new
passengers were not allowed to board the riverboat. Although riverboats were
mandated to cruise, there were certain exceptions. If a riverboat captain
reasonably determined that either it was unsafe to transport passengers on the
waterway due to inclement weather or the riverboat had been rendered temporarily
inoperable by unforeseeable mechanical or structural difficulties or river
icing, the riverboat could remain dockside or return to the dock. In those
situations, a gaming excursion could begin or continue while the gangplank or
its equivalent was raised and remained raised, in which event the riverboat was
not considered docked. If a gaming excursion had to begin or continue with the
gangplank or its equivalent raised, and the riverboat did not leave the dock,
entry of new patrons on to the riverboat was prohibited until the completion of
the excursion.

    In June of 1999, amendments to the Illinois Act were passed by the
legislature and signed into law by the Governor. The amended Illinois Act
redefined the conduct of gaming in the state. Pursuant to the amended Illinois
Act, riverboats can conduct gambling without cruising and passengers can enter
and leave a riverboat at any time. In addition, riverboats may now be located
upon any water within Illinois and not just navigable waterways. There is no
longer any prohibition of a riverboat being located in Cook County. Riverboats
are now defined as self-propelled excursion boats or permanently moored barges.
The amended Illinois Act requires that only three, rather than four owner's
licenses, be located on the

                                       22
<PAGE>
Mississippi River. The 10% ownership prohibition has also been removed.
Therefore, subject to certain Illinois Board rules, individuals or entities
could own more than one riverboat operation.

    The amended Illinois Act also allows for the relocation of a riverboat home
dock. A licensee that was not conducting riverboat gambling on January 1, 1998,
may apply to the Illinois Board for renewal and approval of relocation to a new
home dock and the Illinois Board shall grant the application and approval of the
new home dock upon the licensee providing to the Illinois Board authorization
from the new dockside community. Pursuant to the amended Illinois Act, the
former owner and operator of the East Dubuque riverboat has applied for renewal
of its license and to relocate its operation to Rosemont, Illinois. Any licensee
that relocates in accordance with the provisions of the amended Illinois Act,
must attain a level of at least 20% minority ownership of such a gaming
operation.

    The constitutionality of the amended Illinois Act has been challenged and is
currently the subject of litigation. There is no assurance that the amended
Illinois Act will be upheld as constitutional. If the amended Illinois Act is
deemed unconstitutional, all of the new provisions would no longer be in effect.
Specifically, in that situation, riverboats would have to return to cruising in
order to conduct gaming.

    The Illinois Act strictly regulates the facilities, persons, associations
and practices related to gaming operations. 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 has
authority over 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. Gaming positions are
counted as follows:

    - electronic gaming devices positions 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.

    Each owner's license initially runs for a period of three years. Thereafter,
the license must be renewed annually. Under the amended Illinois Act, the Board
may renew an owner's license for up to four years. 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. The owner's license for Grand
Victoria Riverboat Casino was issued in October 1994 and was valid for three
years. Since that time, the license has been renewed annually, with the most
recent renewal approved by the Illinois Board in October of 1999 for a one year
period. An ownership interest in an owner's license may not be transferred or
pledged as collateral without the prior approval of the Illinois Board.

    Pursuant to the amended Illinois Act, which lifted the 10% ownership
prohibition, the Illinois Board established certain rules to effectuate this
statutory change. In deciding whether to approve direct or indirect ownership or
control of an owner's license, the Illinois Board shall consider the impact of
any economic concentration of the ownership or control. No direct or indirect
ownership or control may be approved which will result in undue economic
concentration of the ownership of a riverboat gambling operation in Illinois.
Undue economic concentration means that a person or entity would have actual or
potential domination of riverboat gambling in Illinois sufficient to:

    - substantially impede or suppress competition among holders of owner's
      licenses;

                                       23
<PAGE>
    - adversely impact the economic stability of the riverboat casino industry
      in Illinois; or

    - negatively impact the purposes of the Illinois Act, including tourism,
      economic development, benefits to local communities and state and local
      revenues.

    The Illinois Board will consider the following criteria in determining
whether the approval of the issuance, transfer or holding of a license will
create undue economic concentration:

    - percentage share of the market presently owned or controlled by the person
      or entity;

    - estimated increase in the market share if the person or entity is approved
      to hold the owner's license;

    - relative position of other persons or entities that own or control owner's
      licenses in Illinois;

    - current and projected financial condition of the riverboat gaming
      industry;

    - current market conditions, including proximity and level of competition,
      consumer demand, market concentration and any other relevant
      characteristics of the market;

    - whether the license to be approved has separate organizational structures
      or other independent obligations;

    - potential impact on the projected future growth and development of the
      riverboat gambling industry, the local communities in which licenses are
      located and the State of Illinois;

    - barriers to entry into the riverboat gambling industry and if the approval
      of the license will operate as a barrier to new companies and individuals
      desiring to enter the market;

    - whether the approval of the license is likely to result in enhancing the
      quality and customer appeal of products and services offered by riverboat
      casinos in order to maintain or increase their respective market shares;

    - whether a restriction on the approval of the additional license is
      necessary in order to encourage and preserve competition in casino
      operations; and

    - any other relevant information.

    The Illinois Act does not limit the maximum bet or per patron loss. Minimum
and maximum wagers on games are set by the owner licensee. Wagering may not be
conducted with money or other negotiable currency. No person under the age of 21
is permitted to wager and wagers may only be received from a person present on
the riverboat. With respect to electronic gaming devices, the payout percentage
may not be less than 80% nor more than 100%.

    An admission tax is imposed on the owner of a riverboat operation. Under the
amended Illinois Act, a $2.00 admission tax is imposed for each admission to a
riverboat casino. 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, on a daily basis, to wire the wagering tax
payment to the Illinois Board.

                                       24
<PAGE>
    In addition to owner's licenses, the Illinois Board also requires licensing
for all vendors of gaming supplies and equipment and for all employees of a
riverboat gaming operation. The Illinois Board is authorized to conduct
investigations into the conduct of gaming and into alleged violations of the
Illinois Act and the Illinois Board rules. Employees and agents of the Illinois
Board have access to and may inspect any facilities relating to the riverboat
gaming operation.

    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, including 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.

    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, a 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 must provide to the Illinois
Board a Table of Organization, Ownership and Control (the "Table"). The Table
must identify in sufficient detail the hierarchy of individuals and Business
Entities that, through direct or indirect means, manage, own or control the
interest and assets of the applicant or licensee holder. If a Business Entity
identified in the Table is a publicly traded company, the following information
must be provided in the Table:

    - the name and 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 this information is known or contained in
      Schedule 13D or 13G SEC 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% of the
      voting shares of the entity; and

                                       25
<PAGE>
    - any trust holding more than 5% ownership or voting interest in Mandalay,
      to the extent this information is known or contained in Schedule 13D or
      13G SEC filings.

    The Table may be disclosed under the Freedom of Information Act.

    Each owner licensee must 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 or require the economic disassociation of the Key Person.

    Furthermore, each applicant 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 these 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 non-voting 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 interest 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 these
securities, notify the Administrator of the 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 this level of ownership interest. The owner 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. The institutional investor also has an obligation to notify the
Administrator of its ownership interest.

    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 than 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.

    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:

    - Key Persons;

    - type of entity;

    - equity and debt capitalization of the entity;

                                       26
<PAGE>
    - investors and/or debt holders;

    - source of funds;

    - applicant's economic development plan;

    - riverboat capacity or significant design change;

    - gaming positions;

    - anticipated economic impact; or

    - 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 the 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:

    - cash flow, casino cash and working capital requirements;

    - debt service requirements, obligations and covenants associated with
      financial instruments;

    - requirements for repairs and maintenance and capital improvements;

    - employment or economic development requirements of the Act; and

    - a licensee's financial projections.

    The Illinois Board may waive any licensing requirement or procedure provided
by rule if it determines that the 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.

    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 Mandalay. Some of this legislation,
if enacted, could adversely affect the gaming industry or Mandalay. No assurance
can be given whether such or similar legislation will be enacted.

    Uncertainty exists regarding the Illinois gambling regulatory environment
due to limited experience in interpreting the Illinois Act.

MICHIGAN GAMING LAWS

    Mandalay is subject to regulation by the Michigan Gaming Control Board
("Michigan Board") pursuant to the Michigan Gaming Control and Revenue Act
("Michigan Act") as a result of ownership of 53.5% of Detroit Entertainment,
L.L.C., a Michigan limited liability company, which operates MotorCity Casino.

    The qualification standards established by the Michigan Act and Rules are
very comprehensive. A burden of proof by "clear and convincing evidence" is
placed upon the applicant. The focus of these standards is suitability as to:

    - character;

    - reputation;

    - integrity;

    - business probity;

    - experience;

    - ability;

                                       27
<PAGE>
    - financial ability and responsibility; and

    - any other criteria considered appropriate by the Michigan Board.

    MotorCity Casino's casino license is a one-year license. The license will be
renewed by the Michigan Board on an annual basis if the Michigan Board
determines that MotorCity Casino continues to meet all requirements established
by the Michigan Act and Rules.

    The Michigan Act permits the licensing and operation of up to three casinos
in any Michigan city that meets certain requirements.   At the present time, the
only city in Michigan that meets these requirements is Detroit. To date, two
casino licenses have been issued. An application for the third casino license is
pending before the Michigan Board. It is not certain when the Michigan Board
will issue the third casino license.

    The Michigan Board is composed of five persons. It has the authority to:

    - enforce the provisions of the Michigan Act;

    - license casinos in accordance with the provisions of the Michigan Act; and

    - regulate all aspects of the operation of casinos licensed by the Michigan
      Board.

    The Michigan Board's jurisdiction extends to every person and business
entity involved in casino gaming operations governed by the Michigan Act and
Rules. The Michigan Act and Rules strictly regulate all aspects of the ownership
and operation of casinos licensed under the Michigan Act. This includes
regulation of:

    - all related buildings, facilities, bars, restaurants, hotels, cocktail
      lounges, retail establishments, arenas and rooms functionally or
      physically connected to the casino; and

    - any other facility located in the city of Detroit that is under the
      control of the casino licensee or an affiliated company.

    Collectively, the Michigan Act calls all of these buildings, facilities and
other amenities the "Casino Enterprise."

    The Michigan Board, the Michigan Attorney General and the Michigan State
Police have been assigned to investigate and inspect the casinos licensed under
the Michigan Act. These employees have the right to inspect all facilities
relating to the Casino Enterprise.

    The Michigan Act and Rules require that "Key Persons" meet the requirements
set forth in the Michigan Act and Rules. Key Persons include:

    - officers, directors, trustees, partners and proprietors of a casino
      licensee or an affiliate or holding company of a casino licensee that has
      control of a casino licensee;

    - a person that holds a combined direct, indirect or attributed debt or
      equity interest of more than 5% in a person that holds a casino license;

    - a person that holds a combined direct, indirect or attributed equity
      interest of more than 5% in a person that holds a casino license;

    - a managerial employee of an affiliate or holding company that has control
      of a person that holds a casino license; and

    - various management level employees of the casino licensee.

                                       28
<PAGE>
    The Michigan Act defines "control" of a casino licensee as having greater
than 15% direct or indirect pecuniary interest in the casino licensee. Mandalay
has control of MotorCity Casino.

    Key Persons are required to timely file and update qualification information
with the Michigan Board and then be approved by the Michigan Board.

    The Michigan Act and Rules require compliance with qualification standards
for obtaining and retaining a direct or indirect ownership interest in a casino
and for transferring an ownership interest in a casino. Owners are required to
timely file and update information required to be submitted to the Michigan
Board.

    The Michigan Board can require compliance with the qualification and
approval standards whenever the Michigan Board determines that it is in the best
interests of the Michigan casino regulatory process to do so regardless of the
amount of direct or indirect beneficial ownership interest involved or the
nature of the ownership interest.

    The Michigan Act and Rules distinguish between shareholders of a privately
owned company and shareholders of a publicly traded company for qualification
purposes. Shareholders of a privately owned company who directly or indirectly
beneficially own 1% or more of a casino licensee or casino license applicant
must submit qualification information to the Michigan Board and be approved by
the Michigan Board. Shareholders that own more than 5% of a publicly traded
company that owns 1% or more of one of the Detroit casinos must submit and
update qualification information to the Michigan Board. Mandalay owns more than
1% of MotorCity casino and, therefore, each shareholder that owns more than 5%
of the shares of Mandalay is subject to the qualification requirements
established by the Michigan Act and Rules.

    There are special rules for an "institutional investor" that has invested in
a publicly traded company that owns 1% or more of a Detroit casino or a Michigan
casino license applicant.

    The Michigan Board is currently taking the position that an institutional
investor that individually or, in association with others, directly or
indirectly holds or acquires beneficial ownership of more than 5% of Mandalay
must notify the Michigan Board of its interest in Mandalay within 10 business
days after the institutional investor acquires more than a 5% interest in
Mandalay or files a Form 13-D or 13-G with the SEC. The institutional investor
may be required by the Michigan Board to supply additional information to the
Michigan Board. The Michigan Board may require the institutional investor to be
found suitable.

    An institutional investor that individually or, in association with others,
directly or indirectly holds or acquires beneficial ownership of more than a 5%
interest but less than a 10% interest in Mandalay may request from the Michigan
Board a waiver of the eligibility and suitability requirements if the
institutional investor purchased the interest in Mandalay for investment
purposes only and not for the purpose of influencing or affecting the affairs of
Mandalay, MotorCity Casino 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).

    An institutional investor that individually or, in association with others,
directly or indirectly holds or acquires beneficial ownership of more than a 10%
interest but not more than a 15% interest in Mandalay may request from the
Michigan Board a waiver of the eligibility and suitability requirements if the
institutional investor purchased the interest in Mandalay for investment
purposes only and not for the purpose of influencing or affecting the affairs of
Mandalay, MotorCity Casino or its affiliates. The Michigan Rules require that an
institutional investor within these ownership parameters must disclose detailed
information concerning the institutional investor.

    An institutional investor that individually or, in association with others,
directly or indirectly holds or acquires beneficial ownership of more than a 15%
interest in Mandalay is required to file qualification information with the
Michigan Board within 45 days after acquiring the interest and is required to
meet qualification and approval standards.

                                       29
<PAGE>
    The Michigan Act and Rules regulate an institutional investor owning debt
securities of a casino licensee's affiliates. An institutional investor may be
required to meet the Michigan Act's qualification standards if the institutional
investor:

    - owns or acquires beneficial ownership of 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

    - owns or acquires beneficial ownership of more than 50% of any issue of the
      outstanding debt of the casino licensee's affiliate or affiliated company.

    An institutional investor that owns or acquires beneficial ownership of more
than 5% but less than 10% of debt securities of a casino licensee's affiliate or
affiliated company which are in any way related to the financing of the casino
licensee may be granted a waiver of the eligibility and suitability requirements
of the Michigan Act and Michigan Rules if:

    - the debt securities do not represent more than 20% of the outstanding debt
      of the casino licensee's affiliate or affiliated company; or

    - 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

    - the debt securities are those of a publicly traded corporation and were
      purchased for investment purposes only.

    The Michigan Act and Rules regulate the transfer of a direct or indirect
interest in a casino licensee. The Michigan Board must be notified in advance of
any proposed transfer of a direct or indirect interest. If the proposed transfer
involves more than a 1% direct or indirect interest, the proposed transfer may
not be consummated until the transfer has been approved by the Michigan Board.
In all events, the parties proposing to engage in the transfer action should
determine the applicable requirements of the Michigan Act and Rules before
completing the transfer transaction.

    Formal notice of certain events must be given to and approval obtained from
the Michigan Board by the casino licensee or applicant and any of their
affiliates or holding companies whenever any of the following events occur:

    - a change of a Key Person;

    - a change in entity;

    - a change in equity or debt capitalization of the entity;

    - a change in investors subject to the Michigan Act and Michigan Rules;

    - a change in debt holders subject to the Michigan Act and Michigan Rules;

    - a change in source of funds; or

    - related party transactions exceeding $250,000 in a 12-month period.

    The Michigan Act declares that a person or entity that is required to meet
the Michigan Act's suitability standards will not be eligible if any of the
following circumstances exist:

    - the applicant has been convicted of a felony anywhere in the United
      States;

    - the applicant has been convicted of a misdemeanor involving gambling,
      theft, fraud or dishonesty;

    - the applicant has submitted an application that contains false
      information;

    - the applicant or affiliate owns more than a 10% ownership interest in any
      entity holding a casino license issued under the Michigan Act;

                                       30
<PAGE>
    - the applicant holds any elective office in the United States (with certain
      minor exceptions), is an employee of any gaming regulatory body in the
      United States or is employed by a governmental unit of the State of
      Michigan;

    - the Michigan Board concludes that the applicant lacks the requisite
      suitability as to integrity, moral character and reputation, personal and
      business probity, financial ability and experience, responsibility or
      means to develop, construct, operate or maintain the casino; or

    - the applicant fails to meet other criteria considered appropriate by the
      Michigan Board that are not arbitrary, capricious or contrary to the
      provisions of the Michigan Act.

    The Michigan Act prohibits casino licensees and applicants and certain
related persons from making contributions to candidates for state or local
office in the State of Michigan and to committees supporting any such candidates
during various periods, including periods prior to licensure. The political
contribution restriction applies to casino license applicants, casino licensees
and all of the following persons and entities:

    - any person or entity that holds at least a 1% interest in the casino
      licensee or Casino Enterprise;

    - any person who is an officer or managerial employee of the casino licensee
      or Casino Enterprise;

    - any person who is an officer of the person who holds at least a 1%
      interest in the casino licensee or Casino Enterprise; and

    - any person that is an independent committee of the casino licensee or
      Casino Enterprise.

    The Michigan Act also applies this restriction to spouses, parents, children
and spouses of children of persons holding an interest in the casino licensee or
Casino Enterprise. However, the portion of the political contribution
restriction relating to spouses, parents, children and spouses of children has
been declared unconstitutional by Attorney General Frank Kelley in Attorney
General Opinion No. 7002 issued on December 17, 1998 in those instances where
the contribution is not a willful attempt to evade the political contribution
restrictions contained in the Michigan Act.

    The penalties for violation of the political contribution restriction
includes fines, imprisonment or both.

    If a shareholder who is required to submit qualification information to the
Michigan Board is not approved by the Michigan Board, the shareholder must
promptly dispose of 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 does not
obtain approval for the acquisition from the Michigan Board, the person may not
acquire the shares and must promptly dispose of 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, the Key Person must
promptly cease all involvement in the Michigan Casino Enterprise.

    As required under the Michigan Act, MotorCity Casino has a Development
Agreement with the City of Detroit. The Development Agreement is currently in
effect.

    MotorCity Casino has constructed a temporary casino in accordance with the
terms of the Development Agreement. This temporary casino opened on
December 14, 1999. Under the terms of the Development Agreement, the temporary
casino is to be operated for no more than 48 months unless otherwise agreed by
the City of Detroit, at which time the temporary casino is to be closed and the
permanent casino opened. Detroit Entertainment, L.L.C. is prepared to begin
construction of the permanent casino in accordance with the Development
Agreement once the permanent casino site designated by the City of Detroit has
been acquired in accordance with procedures developed by the City of Detroit and
the construction site is ready for construction activity. No assurance can be
given regarding

                                       31
<PAGE>
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.

    The Development Agreement entered into between the City of Detroit and
Detroit Entertainment, L.L.C. has numerous terms and conditions relating to the
following:

    - the construction of the temporary and permanent casino;

    - the employment of Detroit residents, minorities and women to staff the
      operation of the temporary and permanent casinos; and

    - the use of Detroit based, minority and woman owned vendors and suppliers.

    MotorCity Casino has agreed to exercise its reasonable best efforts to
comply with vendor and supplier use and hiring goals. Failure to comply with the
terms of the Development Agreement could adversely affect its casino license.

    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 Casino Interest. A person who violates this
registration requirement for more than 30 days is subject to being charged with
a misdemeanor and a fine of not more than $1,000. The Casino Interest
registration requirement is completely separate and apart from the eligibility
and qualification requirements established by the Michigan Act and Michigan
Rules. A person holding a Casino Interest includes:

    - a person who holds at least a 1% interest in a casino licensee or a Casino
      Enterprise;

    - a person who is a partner, officer or key or managerial employee of the
      casino licensee or Casino Enterprise;

    - a person who is an officer of the person who holds at least a 1% interest
      in the casino licensee or Casino Enterprise; and

    - the spouse or children of any of these persons.

    A "person" includes any individual and legal entity.

    The Casino Interest Registration Form may be obtained from the Michigan
Secretary of State in Lansing, Michigan.

    The Michigan Act and Rules establish extensive requirements and procedures
relating to all of the following:

    - operation of casino games;

    - ownership records;

    - reporting of transactions;

    - handling of money;

    - extending credit;

    - accounting and editing;

    - internal control systems; and

    - compliance reporting.

    The Michigan Act and Rules do not limit the maximum bet or per person loss.
No person under the age of 21 years is permitted to wager in a casino licensed
under the Michigan Act. MotorCity Casino may

                                       32
<PAGE>
operate 24 hours a day, 7 days a week. MotorCity Casino is subject to regulation
by the Michigan Liquor Control Commission. The Michigan Act subjects MotorCity
Casino to five forms of gaming taxes and fees:

    - a nonrefundable license application fee of $50,000;

    - a $25,000 casino license fee, which is payable annually;

    - a wagering tax equal to 18% of adjusted gross receipts;

    - a municipal services fee in an amount equal to the greater of 1.25% of
      adjusted gross receipts or $4,000,000; and

    - the payment of all regulatory and enforcement costs, including compulsive
      gaming programs, casino related programs and activities, casino related
      services provided by the Michigan Attorney General and casino related
      expenses of the Michigan State Police up to a combined total annual
      maximum charge of $25,000,000 in the first year of casino operations for
      all casinos licensed under the Michigan Act. This maximum amount is
      adjusted annually by the Detroit Consumer Price Index.

    No casino licensed under the Michigan Act is liable for the payment of more
than 1/3 of the total annual assessment. This fee is placed into a services fee
fund. This service fee fund is prohibited from exceeding $65,000,000. If this
service fee fund exceeds $65,000,000, any amount in excess of $65,000,000 must
be credited towards the annual payments the casinos licensed under the Michigan
Act are required to make to the service fee fund.

    The five forms of fees and taxes listed above are in addition to the taxes,
fees and assessments customarily paid by business entities in the State of
Michigan and the City of Detroit.

    The holder of a casino license issued under the Michigan Act is subject to a
variety of penalties for violation of the Michigan Act or Rules. The penalties
include, but are not necessarily limited to, the following:

    - monetary fines;

    - suspension of the casino license;

    - revocation of the casino license;

    - civil penalties 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;

    - criminal penalties;

    - seizure and/or destruction of gaming equipment;

    - seizure and/or sale of gaming operations;

    - imposition of a conservatorship; and

    - imposition of restrictions or conditions on gaming operations by the
      Michigan Board.

    The Michigan Board is required to comply with the Michigan Act, the Michigan
Rules, the Michigan Administrative Procedures Act and other applicable laws and
regulations. The Michigan Board 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

    - 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 procedures
provided by the Michigan Rules provided that the waiver does not violate the
Michigan Act. Any such waiver must be based upon a

                                       33
<PAGE>
determination by the Michigan Board that the waiver is in the best interests of
the public and the gaming industry.

    The Michigan Board may amend or change the Michigan Rules provided that the
amendment or change complies with the Michigan Act and other applicable Michigan
law.

    Uncertainty exists regarding the Michigan gaming regulatory environment due
to the limited experience in interpreting the Michigan Act and the Michigan
Rules. The Michigan Act and Michigan Rules are evolving pursuant to an ongoing
regulatory, legislative and judicial process. Therefore, the Michigan Act and
Michigan Rules are subject to and, in all probability will, change with the
maturation of casino gaming regulated by the Michigan Act.

    Various regulatory proposals have been and, in all likelihood, will continue
to be discussed by the Detroit City Council concerning the regulation of casinos
in the City of Detroit. Legislation proposed to or by the Detroit City Council,
if enacted, could adversely affect the gaming industry, Detroit Entertainment,
L.L.C. or Mandalay. No assurance can be given whether additional ordinances will
be enacted and what effect such ordinances could have on the operation of
casinos in the City of Detroit.

    From time to time various proposals have been introduced in the Michigan
legislature which related to casino gaming in Detroit. Some of the proposals, if
enacted, would affect the taxation, regulation, operation or other aspects of
the gaming industry, Detroit Entertainment, L.L.C. or Mandalay. No assurance can
be given whether additional legislation will be enacted and what effect such
legislation could have on the operation of casinos in the City of Detroit.

    The constitutionality of the Detroit Casino Competitive Selection Process
Ordinance and the Michigan Act has been challenged in separate federal court
proceedings initiated by the Lac Vieux Band of Lake Superior Chippewa Indians
and by Barden Detroit Casino, L.L.C. If it is subsequently determined that
either the Detroit Casino Competitive Selection Process Ordinance or the
Michigan Act is defective and this determination is upheld, this may impact the
validity of the Development Agreement entered into between Detroit
Entertainment, L.L.C. and the City of Detroit or the casino license issued to
Detroit Entertainment, L.L.C., which could have an adverse impact upon us. No
assurance can be given regarding the probable result of either proceeding.

    The Lac Vieux Band of Lake Superior Chippewa Indians had also filed an
appeal with the Michigan Court of Appeals for judicial review of the Michigan
Board's grant of a casino license to Detroit Entertainment, L.L.C. The Court of
Appeals has decided that the Lac Vieux Band does not have standing to appeal the
Michigan Board's issuance of the casino license to Detroit Entertainment, L.L.C.
The Lac Vieux Band can seek to appeal this decision. If an appellate court
determines that the Lac Vieux Band has standing to appeal the issuance of the
license, the casino license issued by the Michigan Board to Detroit
Entertainment, L.L.C. could be adversely affected, which could have an adverse
impact upon us. No assurance can be given regarding the probable result of this
litigation.

    If it is ultimately determined that either the Michigan Act or the Detroit
ordinance is defective, this could result in the termination of the license to
operate our temporary casino or otherwise adversely impact our ability to
continue to operate that facility and could prevent or otherwise adversely
impact our ability to construct, open or operate our proposed permanent
hotel-casino in downtown Detroit. This may have an impact upon the validity of
the Development Agreement entered into between the City of Detroit and Detroit
Entertainment, L.L.C., and the casino license issued to Detroit Entertainment,
L.L.C.

    Litigation challenging the condemnation of real property by the City of
Detroit for the permanent casino construction site has been initiated. As a
result of this litigation, 47 pending land condemnations initiated by the City
of Detroit have been dismissed. The litigation surrounding the condemnation of
land for use in construction of the permanent casinos in the City of Detroit
could substantially delay the construction of the permanent casino by Detroit
Entertainment, L.L.C. No assurance can be given regarding the impact of such a
delay.

                                       34
<PAGE>
OTHER GAMING JURISDICTIONS

    Future expansion of our operations may include gaming operations in
jurisdictions other than those in which our activities and those of the joint
ventures in which we participate are currently conducted. As a result, we and/or
one or more joint ventures in which we participate 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 us, our joint ventures and our officers, director,
employees and persons associated with us.

OTHER LAWS AND REGULATIONS

    Each of the casino hotels and the riverboat and dockside casinos described
in this report is subject to extensive state and local regulations and, on a
periodic basis, must obtain various licenses and permits, including those
required to sell alcoholic beverages. We believe that we and the joint ventures
in which we participate have obtained all required licenses and permits and our
businesses, including those of our joint ventures, are conducted in substantial
compliance with applicable laws.

THE NATIONAL GAMBLING IMPACT STUDY COMMISSION'S RECOMMENDATIONS

    A National Gambling Impact Study Commission has been established by the
United States Congress to conduct a comprehensive study of the social and
economic impact of gaming in the United States. On April 28, 1999, the National
Commission voted to recommend that the expansion of gambling be curtailed. In
June 1999, the National Commission issued a final report of its findings and
conclusions, together with recommendations for legislative and administrative
actions. Below are highlights of some of those recommendations:

    - Legal gaming should be restricted to those at least 21 years of age;

    - Betting on college and amateur sports should be banned;

    - The introduction of casino-style gambling at pari-mutual racing facilities
      for the primary purpose of saving the pari-mutual facility financially
      should be prohibited;

    - Internet gaming should be banned within the United States;

    - The types of gaming activities allowed by Indian tribes within a given
      state should not be inconsistent with the gaming activities allowed to
      other persons in that state; and

    - State, local and tribal governments should recognize that casino gaming
      provides economic development, particularly for economically depressed
      areas. The National Commission differentiated casino gaming from
      stand-alone slot machines (e.g., in convenience stores), Internet gaming
      and lotteries which the commission stated do not provide the same economic
      development.

    Any additional regulation of the gaming industry which may result from the
National Commission's report may have an adverse affect on the gaming industry,
including Mandalay.

INTERNAL REVENUE SERVICE REGULATIONS

    The Internal Revenue Service requires operators of casinos located in the
United States to file information returns for U.S. citizens, including names and
addresses of winners, for keno and slot machine winnings in excess of stipulated
amounts. The Internal Revenue Service also requires operators to withhold taxes
on some keno, bingo and slot machine winnings of nonresident aliens. We are
unable to predict the extent, to which these requirements, if extended, might
impede or otherwise adversely affect operations of, and/or income from, the
other games.

                                       35
<PAGE>
    Regulations adopted by the Financial Crimes Enforcement Network of the
Treasury Department and the gaming regulatory authorities in some of the
domestic jurisdictions in which we operate casinos, or in which we may apply for
licensing to operate a casino, require the reporting of currency transactions in
excess of $10,000 occurring within a gaming day, including identification of the
patron by name and social security number. This reporting obligation began in
May 1985 and may have resulted in the loss of gaming revenues to jurisdictions
outside the United States which are exempt from the ambit of these regulations.

EMPLOYEES AND LABOR RELATIONS

    At March 31, 2000, we and the joint ventures in which we participate
employed approximately 36,000 persons. Approximately 41% of our employees at
January 31, 2000 were employed pursuant to the terms of collective bargaining
agreements. The contracts with two unions, covering approximately 850 employees,
expired on May 31, 1999 and March 31, 2000. New contacts are currently being
negotiated and we do not anticipate any difficulties in renewing our agreements.
We currently have contracts with our other major unions that have remaining
terms ranging from one to four years. We consider our labor relations to be
satisfactory. A work stoppage has not been experienced at a property we or a
joint venture in which we participate own 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 our ability to attract and retain qualified
employees for gaming operations we or joint ventures in which we participate
conduct 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 Mandalay with the Securities and Exchange Commission (as well as
information included in oral statements or other written statements made or to
be made by us) 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. We have based these forward-looking statements on our current
expectations about future events. These forward-looking statements include
statements with respect to our beliefs, plans, objectives, goals, expectations,
anticipations, intentions, financial condition, results of operations, future
performance and business, including:

    - statements relating to our business strategy;

    - our current and future development plans; and

    - statements that include the words "may," "could," "should," "would,"
      "believe," "expect," "anticipate," "estimate," "intend," "plan" or similar
      expressions.

    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 Mandalay'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 Mandalay's
Annual Report to Stockholders for fiscal 2000 and in any other public statements
we make 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

                                       36
<PAGE>
environment, will be important in determining our future performance.
Consequently, actual results may differ materially from those that might be
anticipated from forward-looking statements.

    We undertake 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 Mandalay'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 our business includes factors we believe could cause our actual
results to differ materially from expected and historical results. Other factors
beyond those listed below could also adversely affect us. This discussion is
provided as permitted by the Private Securities Litigation Reform Act of 1995.

    - As described under "Competition," we and the joint ventures in which we
      participate operate in a very competitive environment, particularly in Las
      Vegas. The growth in the number of hotel rooms in Las Vegas, which
      increased sharply in 1999, and the spread of legalized gaming in other
      states and countries, have negatively affected our operating results and
      may continue to do so.

    - As discussed under "Regulation and Licensing," our gaming operations and
      the gaming operations of the joint ventures in which we participate are
      highly regulated by governmental authorities in Nevada, Mississippi,
      Illinois and Michigan. We will also become subject to regulation in any
      other jurisdiction where we or any joint venture in which we participate
      conducts gaming in the future. Any regulation in other jurisdictions may
      or may not be similar to that in Nevada, Mississippi, Illinois and
      Michigan.

    - Changes in applicable laws or regulations could have a significant effect
      on our operations of the Company and the gaming joint ventures in which we
      participate. As a result of federal legislation passed in 1996, the
      National Gambling Impact Study Commission conducted a two-year study of
      the gaming industry in the United States and reported 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.

    - Our operations and those of the joint ventures in which we participate are
      affected by changes in local and national general economic and market
      conditions in the locations where operations are conducted and where
      customers live. Our Nevada properties and those of the two Nevada joint
      ventures in which we participate 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 our customers reside, has experienced long traffic delays
      during peak periods. Such delays 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 our
      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 we or any joint venture in which we participate
      may undertake 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.

                                       37
<PAGE>
    - We believe that our 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 our operating results and the operating
      results of joint ventures in which we participate.

    - Our debt has increased in the past several years. The interest rate on a
      large portion of our long-term debt is subject to fluctuation based on
      changes in short-term interest rates and the ratings which national rating
      agencies assign to outstanding debt securities. Interest expense could
      increase as a result of these factors.

    - Claims have been brought against us in various legal proceedings, and
      additional legal and tax claims arise from time to time. It is possible
      that our cash flows and results of operations could be affected from time
      to time by the resolution of one or more of these contingencies. We
      believe that the ultimate disposition of current matters will not have a
      material impact on our financial condition or results of operations. See
      the further discussion under "Legal Proceedings" in Item 3 of this report.

    - There is intense competition to attract and retain management and key
      employees in the gaming industry. Our business or the business of the
      joint ventures in which we participate could be adversely affected in the
      event of the inability to recruit or retain key personnel.

    - Legal proceedings are currently pending which challenge the city ordinance
      pursuant to which our Detroit joint venture was selected to develop one of
      three casinos permitted to be developed in Detroit, Michigan and the
      issuance of a casino license to our Detroit joint venture. See "Detroit
      Litigation" in Item 3 of this report. Depending on the eventual outcome of
      these legal proceedings, our Detroit joint venture's ability to continue
      to operate the temporary casino it opened in December 1999 could be
      precluded or otherwise adversely impacted and/or its ability to construct,
      open and/or operate a permanent Detroit hotel-casino could be delayed,
      precluded or otherwise adversely impacted.

    - While Mandalay from time to time communicates with securities analysts, it
      is against our policy to disclose to them any material non-public
      information or other confidential business information. Therefore, it
      should not be assumed that we agree with any statement or report issued by
      any analyst, irrespective of the content of the statement or report.
      Furthermore, we have 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 our
      responsibility.

ITEM 2. PROPERTIES.

    MANDALAY BAY.  We own approximately 60 acres of land, with approximately
1,300 feet of frontage, on the Las Vegas Strip and Mandalay Bay which is
situated on the site. For additional information concerning Mandalay Bay, see
"Overview" and "Property Descriptions--Las Vegas, Nevada--Mandalay Bay" in
Item 1 of this report.

    LUXOR AND EXCALIBUR.  We own 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, and Luxor, which is situated
on such site to the south of Excalibur. For additional information concerning
Luxor and Excalibur, see "Overview" and "Property Descriptions--Las Vegas,
Nevada--Luxor" and--Excalibur" in Item 1 of this report.

    CIRCUS CIRCUS-LAS VEGAS.  We own approximately 69 acres of land, with
approximately 375 feet of frontage on the Las Vegas Strip, and Circus Circus-Las
Vegas which is situated on the site. For additional

                                       38
<PAGE>
information concerning Circus Circus-Las Vegas, see "Overview" and "Property
Descriptions--Las Vegas, Nevada--Circus Circus--Las Vegas" in Item 1 of this
report.

    CIRCUS CIRCUS-RENO.  Circus Circus-Reno is situated on a three-block area in
downtown Reno, of which approximately 90% is owned by us and the remainder is
held under two separate leases, which expire in 2032 and 2033, respectively. For
additional information concerning Circus Circus-Reno, see "Overview" and
"Property Descriptions--Reno, Nevada--Circus Circus--Reno" in Item 1 of this
report.

    COLORADO BELLE.  We own 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
"Overview" and "Property Descriptions--Laughlin, Nevada--Colorado Belle" in Item
1 of this report.

    EDGEWATER.  Adjacent to the site of the Colorado Belle, we own 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 "Overview" and
"Property Descriptions--Laughlin, Nevada--Edgewater" in Item 1 of this report.

    GOLD STRIKE.  We own 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
"Overview" and "Property Descriptions--Jean, Nevada--Gold Strike-Jean" in Item 1
of this report.

    NEVADA LANDING.  We own 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
"Overview" and "Property Descriptions--Jean, Nevada--Nevada Landing" in Item 1
of this report.

    RAILROAD PASS.  We own 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 "Overview" and
"Property Descriptions--Henderson, Nevada--Railroad Pass" in Item 1 of this
report.

    GOLD STRIKE-TUNICA.  We own approximately 24 acres in Tunica County,
Mississippi and Gold Strike-Tunica, which is situated on the site. We also own
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 "Overview" and "Property Descriptions--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
that we own and has approximately 100 feet of frontage on the Las Vegas Strip.

    We own 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.

    We own 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.

    We also own or lease, or have options and/or agreements to purchase or
lease, certain other improved and unimproved properties which are not deemed to
be material to us.

    As of January 31, 2000, none of the aforementioned properties we own was
subject to any encumbrance securing the repayment of indebtedness.

                                       39
<PAGE>
    JOINT VENTURE INTERESTS.  Mandalay, either directly or through wholly owned
subsidiaries, owns:

    - a 50% interest in the joint venture entity which owns and operates Silver
      Legacy, a hotel-casino in Reno, Nevada;

    - a 53.5% interest in the joint venture entity which owns and operates
      MotorCity Casino, a temporary casino in Detroit, Michigan;

    - a 50% interest in the joint venture entity which owns and operates Monte
      Carlo, a hotel-casino complex on the Las Vegas Strip; and

    - a 50% interest in the Elgin joint venture entity which owns and operates
      Grand Victoria, a riverboat casino and land-based entertainment complex in
      Elgin, Illinois.

    Reference is made to the information concerning these joint venture
properties appearing under the captions "Overview" and "Property Descriptions"
in Item 1 of this report, which information is hereby incorporated in this Item
2 by this reference.

    The following table set forth for each of our joint venture properties the
principal amount of indebtedness secured by encumbrances on that property as of
January 31, 2000.

<TABLE>
<CAPTION>
PROPERTY                                                      AMOUNT
--------                                                   -------------
                                                           (IN MILLIONS)
<S>                                                        <C>

Silver Legacy............................................      $170.0

MotorCity Casino.........................................       150.0

Monte Carlo..............................................        87.0

Grand Victoria...........................................          --
</TABLE>

ITEM 3. LEGAL PROCEEDINGS.

SLOT MACHINE LITIGATION

    On April 26, 1994, William H. Poulos brought a class action in the U.S.
District Court for the Middle District of Florida, Orlando Division captioned
WILLIAM H. POULOS, ET AL. V. CAESARS WORLD, INC. ET AL., against 41
manufacturers, distributors and casino operators of video poker and electronic
slot machines, including Mandalay. On May 10, 1994, another plaintiff filed a
class action complaint in the United States District Court for the Middle
District of Florida in WILLIAM AHEARN, ET AL. V. CAESARS WORLD, INC. ET AL.
alleging substantially the same allegations against 48 defendants, including
Mandalay. On September 26, 1995, a third action was filed against 45 defendants,
including Mandalay, in the U.S. District Court for the District of Nevada in
LARRY SCHREIER, ET AL. V. CAESARS WORLD, INC. ET AL. The court consolidated the
three cases in the U.S. District Court for the District of Nevada under the case
captioned WILLIAM H. POULOS, ET AL. V. CAESARS WORLD, INC. ET AL.

    The consolidated complaints allege that the defendants are involved in a
scheme to induce people to play electronic video poker and slot machines based
on false beliefs regarding how such machines operate and the extent to which a
player is likely to win on any given play. The actions included claims under the
Federal Racketeering Influenced and Corrupt Organizations Act, as well as claims
of common law fraud, unjust enrichment and negligent misrepresentation, and seek
unspecified compensatory and punitive damages. A motion for class certification
was filed in March 1998 but has not been ruled upon by the court. Discovery on
the merits has been stayed pending a ruling on the motion for class
certification.

                                       40
<PAGE>
DETROIT LITIGATION

    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 Michigan Gaming Control and
Revenue Act (the "Michigan Act") and the City of Detroit's Casino Development
Competitive Selection Process ordinance (the "Detroit 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 Michigan 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 Michigan
Act. However, the Sixth Circuit reversed the District Court's determination that
(i) the Lac Vieux Band lacked standing to challenge the Detroit ordinance,
(ii) the First Amendment is not implicated in the Detroit ordinance, and
(iii) 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 probable result of this
litigation.

    In BARDEN DETROIT CASINO, L.L.C. V. THE CITY OF DETROIT, ET AL., Barden
Detroit Casino, L.L.C. sought to challenge the validity of the Michigan Act and
the Detroit ordinance. On July 22, 1999 the United States District Court for the
Eastern District of Michigan entered an Order dismissing this challenge. Barden
Detroit Casino, L.L.C. has appealed the District Court's decision to the United
States Court of Appeals for the Sixth Circuit. The appeal is currently pending
in the Court of Appeals. No assurance can be given regarding the timing or
outcome of further proceedings in this litigation.

    If it is ultimately determined that the Michigan Act or the Detroit
ordinance is defective, this could result in the termination of the license to
operate our temporary casino or otherwise adversely impact our ability to
continue to operate that facility and could prevent or otherwise adversely
impact our ability to construct, open or operate our proposed permanent
hotel-casino in downtown Detroit.

    In a separate action entitled LAC VIEUX DESERT BAND OF LAKE SUPERIOR
CHIPPEWA INDIANS V. MICHIGAN GAMING CONTROL BOARD, the Lac Vieux Band of Lake
Superior Chippewa Indians sought to appeal in the Michigan Court of Appeals the
Michigan Gaming Control Board's grant of a casino license to our Detroit joint
venture. The Michigan Court of Appeals has decided that the Lac Vieux Band does
not have standing to appeal the issuance of the casino license. The Lac Vieux
Band can seek to appeal this decision. If an appellate court determines that the
Lac Vieux Band has standing to appeal the issuance of the license, then the
Michigan Court of Appeals can review the issuance of the casino license to our
Detroit joint venture based upon standards set forth in the Michigan
Administrative Procedures Act for appeal of an administrative decision. No
assurance can be given regarding the probable result of this litigation.

    We are defendants in various other pending lawsuits. In management's
opinion, the ultimate outcome of such lawsuits will not have a material adverse
effect on our results of operations or our financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matter was submitted to a vote of Mandalay's security holders during the
fourth quarter of the fiscal year ended January 31, 2000.

                                       41
<PAGE>
                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDER MATTERS.

    Price Range of Common Stock. Mandalay's common stock is listed on the New
York Stock Exchange and on the Pacific Exchange and traded under the symbol MBG.
Until June 18, 1999, when Mandalay changed its corporate name, the common stock
was 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 2000                                                     LOW        HIGH
-----------                                                   --------   --------
<S>                                                           <C>        <C>

First Quarter...............................................   $12.69     $21.88

Second Quarter..............................................   $16.38     $26.31

Third Quarter...............................................   $16.75     $24.00

Fourth Quarter..............................................   $15.00     $24.38
</TABLE>

<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>

On April 20, 2000 there were 3,614 holders of record of Mandalay's common stock.

    DIVIDEND POLICY. Mandalay does not currently pay a cash dividend, nor is one
contemplated in the foreseeable future. We believe that currently our
stockholders are best served by reinvestment in new, high-return projects and/or
share repurchase. Mandalay has a policy of periodic share repurchase, as cash
flows, borrowing capacity and market conditions warrant.

                                       42
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

<TABLE>
<CAPTION>
                                                         YEAR ENDED JANUARY 31,
                                     --------------------------------------------------------------
                                        2000         1999         1998         1997         1996
                                     ----------   ----------   ----------   ----------   ----------
                                            (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                  <C>          <C>          <C>          <C>          <C>
OPERATING RESULTS:(1)
Revenues (2).......................  $2,050,898   $1,479,780   $1,354,487   $1,334,250   $1,299,596
Income from operations.............     273,736      242,779      236,500      222,169      251,373
Pretax income......................     103,116      140,815      147,922      163,863      205,759
Net income.........................      42,163       85,198       89,908      100,733      128,898
Basic earnings per share...........  $      .47   $      .90   $      .95   $      .99   $     1.33
Diluted earnings per share.........  $      .46   $      .90   $      .94   $      .97   $     1.30
BALANCE SHEET DATA:
Total assets.......................  $4,329,476   $3,869,707   $3,263,548   $2,729,111   $2,213,503
Long-term debt.....................   2,691,292    2,259,149    1,788,818    1,405,897      715,214
Stockholders' equity...............   1,187,780    1,157,628    1,123,749      971,791    1,226,812
</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. Mandalay Bay opened on March 2, 1999 and MotorCity Casino opened on
    December 14, 1999. Silver City, a small casino on the Las Vegas Strip, was
    operated under a lease which expired October 31, 1999.

(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 21 through 34 of Mandalay's
Annual Report to Stockholders for the fiscal year ended January 31, 2000 (the
"2000 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 2000 Annual Report beginning immediately following
the caption "Market Risk and Derivative Financial Instruments" on page 32
thereof to, but not including, the caption "Year 2000 Readiness Disclosure" on
page 33 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 35 through 56 of the 2000 Annual
Report, which pages are included as part of Exhibit 13 to this report.

                                       43
<PAGE>
              SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                          YEAR ENDED JANUARY 31, 2000
                                       ------------------------------------------------------------------
                                       1ST QUARTER   2ND QUARTER   3RD QUARTER   4TH QUARTER     TOTAL
                                       -----------   -----------   -----------   -----------   ----------
                                                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                    <C>           <C>           <C>           <C>           <C>
Revenue..............................    $471,259      $516,181      $545,202      $518,256    $2,050,898
Income from operations...............      62,499        79,130        89,856        42,251       273,736
Income (loss) before income tax......      27,427        36,261        46,171        (6,743)      103,116
Net income (loss)....................      (4,855)       23,631        28,757        (5,370)       42,163
Basic earnings (loss) per share......    $   (.05)     $    .26      $    .32      $   (.06)   $      .47
Diluted earnings (loss) per share....    $   (.05)     $    .26      $    .31      $   (.06)   $      .46
</TABLE>

<TABLE>
<CAPTION>
                                                          YEAR ENDED JANUARY 31, 1999
                                       ------------------------------------------------------------------
                                       1ST QUARTER   2ND QUARTER   3RD QUARTER   4TH 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>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
       ACCOUNTING AND FINANCIAL DISCLOSURE.

    Not applicable.

                                       44
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The information beginning with the question "What is the background of this
year's nominees?" under the caption "Item I--Election of Directors and Nominee
Biographies" to, but not including, the caption "Compensation of Directors" in
the proxy statement to be filed by Mandalay with the Securities and Exchange
Commission within 120 days after the close of the fiscal year ended January 31,
2000 and forwarded to stockholders prior to Mandalay's 2000 Annual Meeting of
Stockholders (the "2000 Proxy Statement"), is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

    The information in the 2000 Proxy Statement beginning immediately following
the caption "Compensation of Directors" to, but not including, the caption
"Board Committees and Meeting Attendance" and the additional information in the
2000 Proxy Statement beginning immediately following the caption "Executive
Compensation" to, but not including, the caption "Certain Transactions" is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
       AND MANAGEMENT.

    The information in the 2000 Proxy Statement beginning immediately following
the caption "Stock Ownership of Certain Beneficial Owners and Management" to,
but not including, the caption "General", is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The information in the 2000 Proxy Statement beginning immediately following
the caption "Certain Transactions" to, but not including, the caption "Report of
the Board of Directors and the Compensation Committee on Executive Compensation"
and the additional information in the 2000 Proxy Statement beginning immediately
following the caption "Compensation Committee Interlocks and Insider
Participation" to, but not including, the caption "Comparative Stock Price
Performance Graph "is incorporated herein by reference.

                                       45
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

    (a)(1)Consolidated Financial Statements:

<TABLE>
<CAPTION>
MANDALAY RESORT GROUP AND SUBSIDIARIES                          PAGE
--------------------------------------                        --------
<S>                                                           <C>
Consolidated Balance Sheets as of January 31, 2000 and
  1999......................................................     35*
Consolidated Statements of Income for the three years ended
  January 31, 2000..........................................     36*
Consolidated Statements of Cash Flows for the three years
  ended January 31, 2000....................................     37*
Consolidated Statements of Stockholders' Equity for the
  three years ended January 31, 2000........................     38*
Notes to Consolidated Financial Statements..................     39*
Report of Independent Public Accountants....................     56*
</TABLE>

    (a)(2)Supplemental Financial Statement Schedules:

    None.

------------------------

*   Refers to page of Mandalay's Annual Report to Stockholders for the year
    ended January 31, 2000, the incorporated portions of which are included as
    Exhibit 13 to this report.

    (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 Registrant as of
            July 15, 1988 and Certificate of Amendment thereto, dated
            June 29, 1989. (Incorporated by reference to Exhibit 3(a) to
            the Registrant'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 Registrant'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 Registrant's Current Report
            on Form 8-K dated July 21, 1993.)

 3(i)(d).   Certificate of Amendment of Restated Articles of
            Incorporation of the Registrant, filed with the Office of
            the Secretary of State of Nevada on June 18, 1999.
            (Incorporated by reference to Exhibit 3(i) to the
            Registrant's Current Report on Form 8-K dated June 18,
            1999.)

 3(ii).     Restated Bylaws of the Registrant dated April 30, 1999.
            (Incorporated by reference to Exhibit 3(ii) to the
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1999).

 4(a).      Rights Agreement dated as of July 14, 1994, between the
            Registrant and First Chicago Trust Company of New York.
            (Incorporated by reference to Exhibit 4 to the Registrant'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 Registrant and First Chicago Trust Company
            of New York. (Incorporated by reference to Exhibit 4(a) to
            the Registrant's Quarterly Report on Form 10-Q for the
            quarterly period ended July 31, 1996.)
</TABLE>

                                       46
<PAGE>
<TABLE>
<S>         <C>
 4(c).      Amended and Restated Loan Agreement, dated as of May 23,
            1997, by and among the Registrant, 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 Registrant's
            subsidiaries named therein. (Incorporated by reference to
            Exhibit 4(a) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended April 30, 1997.)

 4(d).      Amendment No. 1 to Amended and Restated Loan Agreement, by
            and among the Registrant, 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 Registrant's Quarterly
            Report for the quarterly period ended October 31, 1997.)

 4(e).      Amendment No. 2 to the Loan Agreement, by and among the
            Registrant, 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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended April 30, 1998.)

 4(f).      Amendment No. 3, dated as of June 22, 1999, to the Amended
            and Restated Loan Agreement dated as of May 23, 1997, by and
            among the Registrant, 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 Registrant's Quarterly
            Report on Form 10-Q for the quarterly period ended July 31,
            1999.)

 4(g).      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 Registrant's Current Report
            on Form 8-K dated December 29, 1986.)

 4(h).      Interest Rate Swap Agreement, dated as of October 20, 1989,
            by and between the Registrant and Salomon Brothers Holding
            Company Inc. (Incorporated by reference to Exhibit 4(q) to
            the Registrant's Annual Report on Form 10-K for the fiscal
            year ended January 31, 1990.)

 4(i).      Interest Rate Swap Agreement, dated as of September 27,
            1999, by and between the Registrant and Bank of America,
            N.A. (Incorporated by reference to Exhibit 4(a) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended October 31, 1999.)

 4(j).      Interest Rate Swap Agreement, dated as of September 27,
            1999, by and between the Registrant and Bank of America,
            N.A. (Incorporated by reference to Exhibit 4(b) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended October 31, 1999.)

 4(k).      Interest Rate Swap Agreement, dated as of October 13, 1999,
            by and between the Registrant and Bank of America, N.A.
            (Incorporated by reference to Exhibit 4(c) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended October 31, 1999.)

 4(l).      Interest Rate Cap Agreement, dated October 20, 1997, between
            the Registrant and Morgan Guaranty Trust Company of New
            York. (Incorporated by reference to Exhibit 4(f) to the
            Registrant's Quarterly Report for the quarterly period ended
            October 31, 1997.)
</TABLE>

                                       47
<PAGE>
<TABLE>
<S>         <C>
 4(m).      Interest Rate Cap Agreement, dated January 13, 1998, between
            the Registrant and Morgan Guaranty Trust Company of New
            York. (Incorporated by reference to Exhibit 4(h) to the
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1998.)

 4(n).      Grid Promissory Note, dated October 17, 1997, between the
            Registrant and Lyon Short Term Funding Corp. (Incorporated
            by reference to Exhibit 4(g) to the Registrant's Quarterly
            Report for the quarterly period ended October 31, 1997.)

 4(o).      Commercial Paper Dealer Agreement, dated October 9, 1997,
            between the Registrant and Merrill Lynch Money Markets Inc.
            (Incorporated by reference to Exhibit 4(b) to the
            Registrant's Quarterly Report for the quarterly period ended
            October 31, 1997.)

 4(p).      Commercial Paper Dealer Agreement, dated October 9, 1997,
            between the Registrant and BancAmerica Robertson Stephens.
            (Incorporated by reference to Exhibit 4(c) to the
            Registrant's Quarterly Report for the quarterly period ended
            October 31, 1997.)

 4(q).      Commercial Paper Dealer Agreement, dated October 9, 1997,
            between the Registrant and Credit Suisse First Boston
            Corporation. (Incorporated by reference to Exhibit 4(d) to
            the Registrant's Quarterly Report for the quarterly period
            ended October 31, 1997.)

 4(r).      Issuing and Paying Agency Agreement, dated October 9, 1997,
            between the Registrant and The Chase Manhattan Bank.
            (Incorporated by reference to Exhibit 4(e) to the
            Registrant's Quarterly Report for the quarterly period ended
            October 31, 1997.)

 4(s).      Indenture by and between the Registrant and First Interstate
            Bank of Nevada, N.A., as Trustee with respect to the
            Registrant'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
            Registrant's Current Report on Form 8-K dated July 21,
            1993.)

 4(t).      Indenture, dated February 1, 1996, by and between the
            Registrant and First Interstate Bank of Nevada, N.A., as
            Trustee. (Incorporated by reference to Exhibit 4(b) to the
            Registrant's Current Report on Form 8-K dated January 29,
            1996.)

 4(u).      Supplemental Indenture, dated February 1, 1996, by and
            between the Registrant and First Interstate Bank of Nevada,
            N.A., as Trustee, with respect to the Registrant's 6.45%
            Senior Notes due February 1, 2006. (Incorporated by
            reference to Exhibit 4(c) to the Registrant's Current Report
            on Form 8-K dated January 29, 1996.)

 4(v).      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 Registrant's Current Report on Form 8-K
            dated January 29, 1996.)

 4(w).      Supplemental Indenture, dated as of November 15, 1996, to an
            indenture dated February 1, 1996, by and between the
            Registrant and Wells Fargo Bank (Colorado), N.A., as
            Trustee, with respect to the Registrant's 6.70% Senior Notes
            due November 15, 2096. (Incorporated by reference to
            Exhibit 4(c) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1996.)

 4(x).      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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1996.)

 4(y).      Indenture, dated November 15, 1996, by and between the
            Registrant and Wells Fargo Bank (Colorado), N.A., as
            Trustee. (Incorporated by reference to Exhibit 4(e) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended October 31, 1996.)
</TABLE>

                                       48
<PAGE>
<TABLE>
<S>         <C>
 4(z).      Supplemental Indenture, dated as of November 15, 1996, to an
            indenture dated November 15, 1996, by and between the
            Registrant and Wells Fargo Bank (Colorado), N.A., as
            Trustee, with respect to the Registrant's 7.0% Senior Notes
            due November 15, 2036. (Incorporated by reference to
            Exhibit 4(f) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1996.)

 4(aa).     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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1996.)

 4(bb).     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 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
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended July 31, 1998.)

 4(cc).     Indenture dated November 20, 1998, by and between the
            Registrant and The Bank of New York, as Trustee.
            (Incorporated by reference to Exhibit 4(a) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended October 31, 1998.)

 4(dd).     Supplemental Indenture, dated November 20, 1998, by and
            between the Registrant and The Bank of New York, as Trustee,
            with respect to the Registrant's 9 1/4% Senior Subordinated
            Notes due December 1, 2005. (Incorporated by reference to
            Exhibit 4(b) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1998.)

 4(ee).     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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1998.)

10(a).*     1983 Nonqualified Stock Option Plan of the Registrant.
            (Incorporated by reference to Exhibit 10(d) to the
            Registrant's Registration Statement (No. 2-85794) on
            Form S-1.)

10(b).*     1983 Incentive Stock Option Plan of the Registrant.
            (Incorporated by reference to Exhibit 10(e) to the
            Registrant's Registration Statement (No. 2-85794) on
            Form S-1.)

10(c).*     Amendment to 1983 Incentive Stock Option Plan. (Incorporated
            by reference to Exhibit 4(a) to the Registrant's
            Registration Statement (No. 2-91950) on Form S-8.)

10(d).*     Amended and Restated 1989 Stock Option Plan of the
            Registrant. (Incorporated by reference to Exhibit 10 to the
            Post Effective Amendment No. 4 to the Registrant's
            Registration Statement (No. 33-39215) on Form S-8.)

10(e).*     Amended and Restated 1991 Stock Incentive Plan of the
            Registrant. (Incorporated by reference to Exhibit 10 to the
            Post Effective Amendment No. 3 to the Registrant's
            Registration Statement (No. 33-56420) on Form S-8.)

10(f).*     Amended and Restated 1993 Stock Option Plan of the
            Registrant. (Incorporated by reference to Exhibit 10 to the
            Post Effective Amendment No. 2 to the Registrant's
            Registration Statement (No. 33-53303) on Form S-8.)

10(g).*     1998 Stock Option Plan. (Incorporated by reference to
            Exhibit 4(g) to the Registrant's Registration Statement
            (No.333-51073) on Form S-8.)
</TABLE>

                                       49
<PAGE>
<TABLE>
<S>         <C>
10(h).      1999 Non-employee Directors Stock Option Plan. (Incorporated
            by reference to Exhibit 10(i) to the Registrant's Annual
            Report on Form 10-K for the fiscal year ended January 31,
            1999).

10(i).*     Executive Compensation Insurance Plan. (Incorporated by
            reference to Exhibit 10(i) to the Registrant's Annual
            Report on Form 10-K for the fiscal year ended January 31,
            1992.)

10(j).      Lease, dated November 1, 1957, by and between Bethel Palma
            and others, as lessor, and the Registrant's predecessor in
            interest, as lessee; Amendment of Lease, dated May 6, 1983.
            (Incorporated by reference to Exhibit 10(g) to the
            Registrant's Registration Statement (No. 2-85794) on
            Form S-1.)

10(k).      Grant, Bargain and Sale Deed to the Registrant pursuant to
            the Lease dated November 1, 1957. (Incorporated by reference
            to Exhibit 10(h) to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1984.)

10(l).      Lease, dated August 3, 1977, by and between B&D
            Properties, Inc., as lessor, and the Registrant, as lessee;
            Amendment of Lease, dated May 6, 1983. (Incorporated by
            reference to Exhibit 10(h) to the Registrant's Registration
            Statement (No. 2-85794) on Form S-1.)

10(m).      Thirteenth Amendment and Restatement of the Registrant's
            Employees' Profit Sharing and Investment Plan. (Incorporated
            by reference to Exhibit 4(d) to Post Effective Amendment
            No. 11 to the Registrant's Registration Statement
            (No. 33-18278) on Form S-8.)

10(n).      Ninth Amendment and Restatement to the Registrant's
            Employees' Profit Sharing and Investment Trust.
            (Incorporated by reference to Exhibit 4(e) to Post Effective
            Amendment No. 11 to the Registrant's Registration Statement
            (No. 33-18278) on Form S-8.)

10(o).      Group Annuity Contract No. GA70867 between Philadelphia Life
            (formerly Bankers Life Company) and Trustees of the
            Registrant's Employees' Profit Sharing and Investment Plan.
            (Incorporated by reference to Exhibit 4(c) to the
            Registrant's Registration Statement (No. 33-1459) on
            Form S-8.)

10(p).      Lease, dated as of November 1, 1981, between Novus Property
            Company, as landlord, and the Registrant, as tenant.
            (Incorporated by reference to Exhibit 4(h) to the
            Registrant's Registration Statement (No. 2-85794) on
            Form S-1.)

10(q).      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
            Registrant's Annual Report on Form 10-K for the year ended
            January 31, 1984.)

10(r).      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 Registrant's Registration Statement
            (No. 33-4475) on Form S-1.)

10(s).      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 Registrant's Registration Statement
            (No. 33-4475) on Form S-1.)
</TABLE>

                                       50
<PAGE>
<TABLE>
<S>         <C>
10(t).      Agreement of Purchase, dated March 15, 1985, by and between
            Denio Brothers Trucking Company, as seller, and the
            Registrant, 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
            Registrant's Registration Statement (No. 33-4475) on
            Form S-1.)

10(u).      Agreement of Joint Venture, dated as of March 1, 1994, by
            and among Eldorado Limited Liability Company,
            Galleon, Inc., and the Registrant. (Incorporated by
            reference to Exhibit 10(y) to the Registrant's Annual Report
            on Form 10-K for the fiscal year ended January 31, 1994.)

10(v).      Amended and Restated Credit Agreement, dated November 24,
            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 Registrant's Quarterly Report for the
            quarterly period ended October 31, 1997.)

10(w).      Amendment No. 1 to the Amended and Restated Credit
            Agreement, by and among Circus and Eldorado Joint Venture,
            the Banks named therein and Bank of America National Trust
            and Savings Association as Administrative Agent.

10(x).      Agreement and Plan of Merger, dated March 19, 1995, by and
            among the Registrant 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 Registrant'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 Registrant 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 Registrant's Common Stock, filed on
            June 12, 1995.)

10(z).      Exchange Agreement, dated March 19, 1995, by and among the
            Registrant 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(ff) to the
            Registrant'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 Registrant 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 Registrant's Current Report on Form 8-K dated
            June 1, 1995.)
</TABLE>

                                       51
<PAGE>
<TABLE>
<S>         <C>
10(bb).     Registration Rights Agreement, dated as of June 1, 1995, by
            and among the Registrant 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
            Registrant's Common Stock, filed on June 12, 1995.)

10(cc).     Standstill Agreement, dated as of June 1, 1995, by and among
            the Registrant 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
            Registrant's Common Stock, filed on June 12, 1995.)

10(dd).     Amendment No. 1 to Standstill Agreement, effective
            April 16, 1996, by and among the Registrant 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 Registrant's Common
            Stock, filed on September 5, 1996.)

10(ee).*    Executive Officer Annual Bonus Plan. (Incorporated by
            reference to Exhibit 10(hh) to the Registrant's Annual
            Report on Form 10-K for the fiscal year ended January 31,
            1995.)

10(ff).*    Amendment and Restatement of Employment Agreement dated
            November 1, 1997, by and between the Registrant and Clyde
            Turner. (Incorporated by reference to Exhibit 10(ee) to the
            Registrant'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 Registrant and Clyde Turner. (Incorporated by reference
            to Exhibit 10(ff) to the Registrant'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 Registrant and Michael
            S. Ensign. (Incorporated by reference to Exhibit 10(gg) to
            the Registrant'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 Registrant and Glenn W.
            Schaeffer. (Incorporated by reference to Exhibit 10(hh) to
            the Registrant'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 Registrant and William
            A. Richardson. (Incorporated by reference to
            Exhibit 10(ii) to the Registrant'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 Registrant and Antonio
            C. Alamo. (Incorporated by reference to Exhibit 10(kk) to
            the Registrant'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 Registrant and Gregg H.
            Solomon. (Incorporated by reference to Exhibit 10(ll) to the
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1998.)
</TABLE>

                                       52
<PAGE>
<TABLE>
<S>         <C>
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
            Registrant'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
            Registrant'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
            Registrant'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
            Registrant'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
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1996.)

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.)

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 Registrant'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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended July 31, 1996.)
</TABLE>

                                       53
<PAGE>
<TABLE>
<S>         <C>
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 Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1997.)

10(yy).     Amendment No. 7 to the Victoria Partners Loan Agreement,
            dated as of January 12, 1998. (Incorporated by reference to
            Exhibit 10.2 to the Quarterly Report on Form 10-Q for the
            quarterly period ended March 31, 1998 of Mirage Resorts,
            Incorporated. Commission File No.1-6697.)

10(zz).     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(aaa).    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(bbb).    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(ccc).    Amendment No. 3 to the Victoria Partners Venture Agreement
            dated as of February 28, 1996. (Incorporated by reference
            to Exhibit 10(fff) to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1996.)

10(ddd).    Amendment No. 4 to the Victoria Partners Venture Agreement
            dated as of May 29, 1996. (Incorporated by reference to
            Exhibit 10(b) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended April 30, 1996.)

10(eee).    Consulting Agreement, dated June 1, 1995, between Circus
            Circus Casinos, Inc. (a subsidiary of the Registrant) and
            Lakeview Company. (Incorporated by reference to
            Exhibit 10(ggg) to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1996.)

10(fff).    Letter agreement between the Registrant and Atwater Casino
            Group, L.L.C., and related Executive Summary. (Incorporated
            by reference to Exhibit 10(a) to the Registrant's Amendment
            on Form 10-Q/A dated August 1, 1997.)

10(ggg).    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
            Registrant's Quarterly Report for the quarterly period ended
            October 31, 1997.)

10(hhh).    First Amendment to Operating Agreement, by and between
            Circus Circus Michigan, Inc. and Atwater Casino Group,
            L.L.C.

10(iii).    Amended First Amendment to Operating Agreement, by and
            between Circus Circus Michigan, Inc. and Atwater Casino
            Group, L.L.C.

10(jjj).    Second Amendment to Operating Agreement, by and between
            Circus Circus Michigan, Inc. and Atwater Casino Group,
            L.L.C.
</TABLE>

                                       54
<PAGE>
<TABLE>
<S>         <C>
10(kkk).    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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended July 31, 1998.)

10(lll).    First Amendment to the 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(b) to the Registrant's Quarterly
            Report on Form 10-Q for the quarterly period ended July 31,
            1998.)

10(mmm).    Second Amendment to the Amended and Restated Development
            Agreement, 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.

10(nnn).    Conveyance Agreement, dated April 29, 1999, by and among the
            City of Detroit, the Economic Development Corporation of the
            City of Detroit and Detroit Entertainment, L.L.C.
            (Incorporated by reference to Exhibit 10(a) to the
            Registrant's Quarterly Report on Form 10-Q for the quarterly
            period ended April 30, 1999.)

10(ooo).    Loan Agreement, dated as of June 30, 1999 among Detroit
            Entertainment, L.L.C., 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 Registrant's Quarterly
            Report on Form 10-Q for the quarterly period ended July 31,
            1999.)

10(ppp).    Hotel Pre-opening Services Agreement, dated as of
            January 1, 1997, by and among the Registrant and Four
            Seasons Hotels Limited. (Incorporated by reference to
            Exhibit 10(kkk) to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1998.)

10(qqq).    Hotel Management Agreement, dated as of March 10, 1998, by
            and among the Registrant, Mandalay Corp. and Four Seasons
            Hotel Limited. (Incorporated by reference to
            Exhibit 10(lll) to the Registrant's Annual Report on
            Form 10-K for the fiscal year ended January 31, 1998.)

10(rrr).    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
            Registrant's Annual Report on Form 10-K for the fiscal year
            ended January 31, 1998.)

10(sss).    Lease Intended As Security, dated October 30, 1998, among
            Circus Circus Leasing, Inc., as lessee; the Registrant, 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 Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1998.)

10(ttt).    Guaranty, dated October 30, 1998, by the Registrant in favor
            of First Security Bank, National Association, as Trustee,
            and the Banks named therein. (Incorporated by reference to
            Exhibit 10(b) to the Registrant's Quarterly Report on
            Form 10-Q for the quarterly period ended October 31, 1998.)
</TABLE>

                                       55
<PAGE>
<TABLE>
<S>         <C>
10(uuu).*   Supplemental Executive Retirement Plan. (Incorporated by
            reference to Exhibit 10(c) to the Registrant's Quarterly
            Report on Form 10-Q for the quarterly period ended
            October 31, 1998.)

13.         Portions of the Annual Report to Stockholders for the Year
            Ended January 31, 2000 specifically incorporated by
            reference as part of this Report.

21.         Subsidiaries of the Registrant.

23.         Consent of Arthur Andersen LLP.

27.         Financial Data Schedule for the year ended January 31, 2000
            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 our consolidated total assets. 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, 2000,
Mandalay 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.

                                       56
<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>
                                                          MANDALAY RESORT GROUP

Dated: April 28, 2000                                     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, Chief
                /s/ MICHAEL S. ENSIGN                    Executive Officer and Chief
     -------------------------------------------         Operating Officer (Principal   April 28, 2000
                  Michael S. Ensign                      Executive Officer)

              /s/ WILLIAM A. RICHARDSON
     -------------------------------------------       Vice Chairman of the Board       April 28, 2000
                William A. Richardson

                                                       President, Chief Financial
                 /s/ GLENN SCHAEFFER                     Officer, Treasurer and
     -------------------------------------------         Director (Principal Financial  April 28, 2000
                   Glenn Schaeffer                       Officer)

                   /s/ LES MARTIN                      Vice President and Chief
     -------------------------------------------         Accounting Officer (Principal  April 28, 2000
                     Les Martin                          Accounting Officer)

                /s/ WILLIAM E. BANNEN
     -------------------------------------------       Director                         April 28, 2000
                  William E. Bannen

                /s/ ARTHUR H. BILGER
     -------------------------------------------       Director                         April 28, 2000
                  Arthur H. Bilger

               /s/ ROSE MCKINNEY-JAMES
     -------------------------------------------       Director                         April 28, 2000
                 Rose McKinney-James

                /s/ MICHAEL D. MCKEE
     -------------------------------------------       Director                         April 28, 2000
                  Michael D. McKee

                  /s/ DONNA B. MORE
     -------------------------------------------       Director                         April 28, 2000
                    Donna B. More
</TABLE>

                                       57
<PAGE>
                               INDEX TO EXHIBITS
                                   FORM 10-K
                               FISCAL YEAR ENDED
                                JANUARY 31, 2000

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER
---------------------
<C>                     <S>
      10(w).            Amendment No. 1 to the Amended and Restated Credit
                        Agreement, by and among Circus and Eldorado Joint Venture,
                        the Banks named therein and Bank of America National Trust
                        and Savings Association as Administrative Agent.

      10(hhh).          First Amendment to Operating Agreement, by and between
                        Circus Circus Michigan, Inc. and Atwater Casino Group,
                        L.L.C.

      10(iii).          Amended First Amendment to Operating Agreement, by and
                        between Circus Circus Michigan, Inc. and Atwater Casino
                        Group, L.L.C.

      10(jjj).          Second Amendment to Operating Agreement, by and between
                        Circus Circus Michigan, Inc. and Atwater Casino Group,
                        L.L.C.

      10(mmm).          Second Amendment to the Amended and Restated Development
                        Agreement, 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.

      13.               Portions of the Annual Report to Stockholders for the Year
                        Ended January 31, 2000 specifically incorporated by
                        reference as part of this Report.

      21.               Subsidiaries of the Registrant.

      23.               Consent of Arthur Andersen LLP.

      27.               Financial Data Schedule for the year ended January 31, 2000
                        as required under EDGAR.
</TABLE>

                                       58