UNITED STATES
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 13d-2(b)
(AMENDMENT NO.___ )*
Mandalay Resort Group
(Name of Issuer)
Common Stock, par value $.01-2/3
(Title of Class of Securities)
562567107
(CUSIP Number)
September 23, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(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 disclosures provided in a prior
cover page.
The information required on 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).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg Master Investments Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,252,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,252,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,252,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sandell Asset Management Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,252,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,252,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,252,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,252,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,252,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,252,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castlerigg International Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,252,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,252,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,252,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas E. Sandell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,252,300
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,252,300
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,252,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Mandalay Resort Group ("Issuer")
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:
The names of the persons filing this statement on Schedule 13G are: Castlerigg
Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master
Investments"), Sandell Asset Management Corp., a British Virgin Islands company
("SAMC"), Castlerigg International Limited, a British Virgin Islands company
("Castlerigg International"), Castlerigg International Holdings Limited, a
British Virgin Islands company ("Castlerigg Holdings"), and Thomas E. Sandell, a
citizen of Sweden ("Sandell").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address for each of Castlerigg Master Investments,
Castlerigg International and Castlerigg Holdings is c/o Citco Fund Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands, Antilles.
The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York 10019.
ITEM 2(c). CITIZENSHIP:
Each of Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings and SAMC is a company formed under the laws of the British Virgin
Islands.
Sandell is a citizen of Sweden.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01-2/3 per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
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 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) [ ] 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 [x]
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own 4,252,300 shares of
Common Stock.
(b) Percent of Class:
The Reporting Persons beneficially own 4,252,300 shares of
Common Stock representing 6.3% of all the outstanding
shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not applicable.
(ii) Shared power to vote or to direct the vote of shares
of Common Stock:
Castlerigg Master Investments, Castlerigg
International, Castlerigg Holdings, SAMC and Sandell
have the shared power to vote or direct the vote of
4,252,300 shares of Common Stock beneficially owned
by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition
of shares of Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition
of shares of Common Stock:
Castlerigg Master Investments, Castlerigg
International, Castlerigg Holdings, SAMC and Sandell
have the shared power to dispose or to direct the
disposition of the 4,252,300 shares of Common Stock
beneficially owned by the Reporting Persons.
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 Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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.
The shares of Common Stock beneficially owned by the Reporting Persons are
owned directly by Castlerigg Master Investments. Castlerigg Holdings is the
controlling shareholder of Castlerigg Master Investments and Castlerigg
International is the controlling shareholder of Castlerigg Holdings.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with 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 that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: October 4, 2004 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
as Investment Manager
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Mandalay Resort Group dated as of October 4, 2004
is, and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended.
Dated: October 4, 2004 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
as Investment Manager
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: /s/ Thomas E. Sandell
---------------------
Name: Thomas E. Sandell
Title: Director
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell
EXHIBIT B
IDENTIFICATION OF MEMBERS OF THE GROUP
Castlerigg Master Investments Ltd.
Sandell Asset Management Corp.
Castlerigg International Limited
Castlerigg International Holdings Limited
Thomas E. Sandell