SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)*
Mandalay Resort Group
-----------------------------------------------------
(Name of Issuer)
common stock
-----------------------------------------------------
(Title of Class of Securities)
562567107
-----------------------------------------------------
(CUSIP Number)
December 31, 2001
-----------------------------------------------------
(Date of Event Which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-(c)
[_] Rule 13d-1(d)
----------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Pages
CUSIP No. 562567107 Schedule 13G Page 2 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Asset Management LLC
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,455,117
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,455,117
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,455,117
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 3 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
LC Capital Management, LLC
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,455,117
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,455,117
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,455,117
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 4 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CL Investors, Inc.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,455,117
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,455,117
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,455,117
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 5 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
COLE Partners LLC
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 130,000
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 130,000
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 6 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Iridian Private Business Value Equity Fund, L.P.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 130,000
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 130,000
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,000
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 7 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David L. Cohen
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,860,517
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,860,517
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,860,517
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 562567107 Schedule 13G Page 8 of 13 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harold J. Levy
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,860,517
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,860,517
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,860,517
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G Page 9 of 13 Pages
This Amendment No. 1 to Schedule 13G amends in its entirety Schedule 13G
previously filed for the month ended December 31, 2001.
________________________________________________________________________________
Item 1(a). Name of Issuer:
Mandalay Resort Group
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
________________________________________________________________________________
Item 2.
(a) Name of Person Filing.
This Statement is being filed by and on behalf of Iridian Asset Management
LLC ("Iridian"), LC Capital Management, LLC ("LC Capital"), CL Investors, Inc.
("CL Investors"), COLE Partners LLC ("COLE"), Iridian Private Business Value
Equity Fund, L.P. ("Iridian Private Business"), David L. Cohen and Harold J.
Levy (collectively, the "Reporting Persons").
(b) Address of Principal Business Office:
The Address of Principal Business Office of each of the Reporting Persons
is c/o Iridian Asset Management LLC, 276 Post Road West, Westport, CT
06880-4704.
(c) Citizenship or Place of Organization:
Each of Iridian, LC Capital and COLE is a Delaware limited liability
company. CL Investors is a Delaware corporation. Iridian Private Business is a
Delaware limited partnership. Each of David L. Cohen and Harold J. Levy is a
citizen of the United States.
(d) Title of Class of Securities:
This Statement relates to the shares of common stock, $.01-2/3 par value,
of Mandalay Resort Group.
(e) CUSIP Number: The CUSIP number is 562567107.
________________________________________________________________________________
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [X] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [_]
SCHEDULE 13G Page 10 of 13 Pages
_______________________________________________________________________________
Item 4. Ownership.
(a) and (b). Amount Beneficially Owned and Percent of Class:
As of the date of this Statement, the Reporting Persons beneficially owned
in the aggregate the number of shares of Common Stock, and the percentage, set
forth below (the percentage of shares of Common Stock owned being based upon
70,785,631 shares of Common Stock outstanding at November 30, 2001 as set forth
in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 31,
2001). Reporting Persons may be deemed to have direct beneficial ownership of
shares of Common Stock as follows:
Name Number of Shares Approximate Percentage of
Outstanding Shares
Iridian (see Note 1) 6,325,117 8.9%
First Eagle 405,400 0.6%
Iridian Private Business 130,000 0.2%
Note 1: The shares of Common Stock set forth above for Iridian do not include
the shares of Common Stock held by Iridian Private Business.
Iridian has direct beneficial ownership of the shares of Common Stock in
the accounts which it manages. In addition, Iridian is the investment adviser
for Iridian Private Business. In such capacity, Iridian has the right to vote
and direct the disposition of shares of Common Stock held by such entities and,
consequently, has beneficial ownership of such shares.
LC Capital, as the controlling member of Iridian, may be deemed to possess
beneficial ownership of the shares of Common Stock beneficially owned by
Iridian. CL Investors, as the controlling member of LC Capital, may be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
LC Capital. Messrs. Cohen and Levy, as controlling stockholders of CL Investors,
may be deemed to possess beneficial ownership of shares of Common Stock
beneficially owned by CL Investors. Messrs. Cohen and Levy may also be deemed to
possess beneficial ownership of the shares of Common Stock beneficially owned by
Iridian by virtue of their service as Principals of Iridian, to possess
beneficial ownership of the shares of Common Stock beneficially owned by LC
Capital by virtue of their service as Principals and managers of LC Capital, and
to possess beneficial ownership of the shares of Common Stock beneficially owned
by CL Investors by virtue of the fact that they constitute a majority of CL
Investors' Board of Directors. Messrs. Cohen and Levy disclaim beneficial
ownership of such shares for all other purposes.
COLE, as the sole general partner of Iridian Private Business, may be
deemed to own beneficially shares of Common Stock that Iridian Private Business
may be deemed to possess direct beneficial ownership. Iridian, as the sole
member of COLE, may be deemed to possess beneficial ownership of the shares of
Common Stock that are beneficially owned by COLE.
Messrs. Cohen and Levy, by virtue of their ability to exercise voting and
dispositive power over the shares of Common Stock beneficially owned by First
Eagle pursuant to their employment agreements with A&SB Advisers described in
Item 8 of this Statement (which description is incorporated hereby by
reference), may be deemed to possess beneficial ownership of such shares.
Messrs. Cohen and Levy disclaim beneficial ownership of such shares for all
other purposes.
As used herein, "beneficial ownership" has the meaning set forth in Rule
13d-3 under the Securities Exchange Act of 1934, as amended.
SCHEDULE 13G Page 11 of 13 Pages
(c) Power to vote or dispose.
Iridian has the direct power to vote or direct the vote, and the direct
power to dispose or direct the disposition, of 6,325,117 shares of Common Stock.
LC Capital, CL Investors and Messrs. Cohen and Levy may be deemed to share with
Iridian the power to vote or direct the vote and to dispose or direct the
disposition of such shares.
In addition, Iridian has the direct power to vote or direct the vote, and
the direct power to dispose or direct the disposition, of the 130,000 shares of
Common Stock held by Iridian Private Business. COLE (in addition to LC Capital,
CL Investors and Messrs. Cohen and Levy) may be deemed to share with Iridian the
power to vote or direct the vote and to dispose or direct the disposition of
such shares.
Messrs. Cohen and Levy have the power to vote or direct the vote, and the
power to dispose or direct the disposition, of the 405,400 shares of Common
Stock held by First Eagle.
________________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ____
Not Applicable.
________________________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable.
________________________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not Applicable.
SCHEDULE 13G Page 12 of 13 Pages
________________________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Iridian is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, and its principal business is managing a number
of accounts containing securities over which Iridian has voting and dispositive
power. Iridian is also the sole member of COLE. The principal business of LC
Capital is serving as the controlling member of Iridian. The principal business
of CL Investors is serving as the controlling member of LC Capital.
The principal business of COLE is serving as the general partner of Iridian
Private Business. The principal business of Iridian Private Business is
investing in securities. Iridian serves as the investment adviser to Iridian
Partners, Iridian Investors and Iridian Private Business. COLE, as the general
partner of Iridian Private Business, and Iridian, as the sole member of COLE and
investment adviser to Iridian Private Business, share voting and dispositive
power over the investments of Iridian Private Business.
Each of Messrs. Cohen and Levy owns 50% of the common stock of CL Investors
and, as his principal occupation, serves as a director of CL Investors, a
manager and Principal of LC Capital and as a Principal and portfolio manager of
Iridian. Each of Messrs. Cohen and Levy also serves as an employee of Arnhold &
S. Bleichroeder Advisers, Inc. ("A&SB Advisers"), an investment adviser
registered under the Investment Advisers Act of 1940.
A&SB Advisers acts as the investment adviser to First Eagle Fund of
America, an open-end non-diversified mutual fund ("First Eagle"), which is a
separate series or portfolio of First Eagle Trust, an investment company
registered under the Investment Company Act of 1940. To the Reporting Persons'
knowledge, pursuant to the terms of the investment advisory agreement between
A&SB Advisers and First Eagle, A&SB Advisors has the authority, for and in the
name of First Eagle, to vote and to dispose of securities owned by First Eagle.
Pursuant to employment agreements with A&SB Advisers, Messrs. Cohen and Levy
perform A&SB's investment advisory duties and functions with respect to First
Eagle, including the exercise of voting and dispositive power over securities
held by First Eagle.
________________________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not Applicable.
________________________________________________________________________________
Item 10. Certifications.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of and do not have the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having such purpose or
effect.
SCHEDULE 13-G Page 13 of 13 Pages
SIGNATURE.
After reasonable inquiry and to the best of its or his knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: January 29, 2002
IRIDIAN ASSET MANAGEMENT LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
LC CAPITAL MANAGEMENT, LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
CL INVESTORS, INC.
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, President
COLE PARTNERS LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
IRIDIAN PRIVATE BUSINESS VALUE EQUITY FUND, L.P.
By: COLE PARTNERS LLC
By: /s/ Jeffrey M. Elliott
----------------------------------
Jeffrey M. Elliott, Executive Vice President
By: /s/ David L. Cohen
----------------------------------
David L. Cohen, individually
By: /s/ Harold J. Levy
----------------------------------
Harold J. Levy, individually