UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MANDALAY RESORT GROUP
(Name of Issuer)
COMMON STOCK, $.01 2/3 PAR VALUE
(Title of Class of Securities)
562567107
(CUSIP Number)
December 31, 2001
(Date of Event which Requires Filing of 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 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.)
(Continued on following page(s))
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): BANK OF AMERICA CORPORATION 56-0906609 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
6,596,301 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
6,653,889 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,658,889 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.41% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): NMS Services Inc |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
6,251,358 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
6,251,358 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,251,358 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.83% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): NMS Services (Cayman) Inc |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
6,251,358 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
6,251,358 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,251,358 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.83% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): MBG Trust - Wilmington Trust Owner Trustee - 941687665 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
6,251,358 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
6,251,358 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,251,358 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.83% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): NB Holdings Corp. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
344,943 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
402,531 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 407,531 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.58% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Bank of America, NA |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
18,749 |
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SHARED VOTING POWER |
326,194 |
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SOLE DISPOSITIVE POWER |
13,149 |
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SHARED DISPOSITIVE POWER |
389,382 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 407,531 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.58% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) BK |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Banc of America Advisors, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION NC |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
53,031 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
53,031 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,031 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.08% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Banc of America Capital Management, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION MD |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
81,695 |
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SHARED VOTING POWER |
0 |
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SOLE DISPOSITIVE POWER |
81,695 |
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SHARED DISPOSITIVE POWER |
0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,695 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.12% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Marsico Management Holdings, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION MD |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5 6
7 8 |
SOLE VOTING POWER |
0 |
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SHARED VOTING POWER |
239,099 |
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SOLE DISPOSITIVE POWER |
0 |
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SHARED DISPOSITIVE POWER |
301,187 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 301,187 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.43% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC |
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CUSIP No. 562567107 |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Marsico Capital Management, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION MD |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 6
7 8 |
SOLE VOTING POWER |
239,099 |
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SHARED VOTING POWER |
0 |
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SOLE DISPOSITIVE POWER |
301,187 |
||||
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SHARED DISPOSITIVE POWER |
0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 301,187 |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
||||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.43% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA |
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Item 1(a). Name of Issuer: MANDALAY RESORT GROUP
Item 1(b). Address of Issuer's Principal Executive Offices:
3950 Las Vegas Blvd. South
Las Vegas, Nevada 89119
Item 2(a). Name of Person Filing:
Bank of America Corporation
NMS Services Inc.
NMS Services (Cayman) Inc.
MBG Trust - Wilmington Trust Owner Trustee
NB Holdings Corporation
Bank of America, NA
Banc of America Advisors, LLC
Banc of America Capital Management, LLC
Marsico Management Holdings, L.L.C.
Marsico Capital Management, LLC
Item 2(b). Address of Principal Business Office or, if None,
Residence:
Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255
Item 2(c). Citizenship:
Bank of America Corporation - Delaware
NMS Services Inc. - Delaware
NMS Services (Cayman) Inc. - Cayman Islands
MBG Trust - Wilmington Trust Owner Trustee - US
NB Holdings Corporation - Delaware
Bank of America NA - US
Banc of America Advisors, LLC - NC
Banc of America Capital Management, LLC - MD
Marsico Management Holdings, L.L.C.
Marsico Capital Management, LLC
Item 2(d). Title of Class of Securities:
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 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) [ ] 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:
With respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference.
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 [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Mandalay Resort Group may have, under certain circumstances, the right to receive dividends from or the proceeds from the sale of, [Securities/Shares] owned by MBG Trust pursuant to the Stock Purchase Agreement, dated as of September 8, 2000, between Mandalay Resort Group, Bank of America, N.A. and MBG Trust.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent
Holding Company:
NMS Services Inc.
NMS Services (Cayman) Inc.
MBG Trust - Wilmington Trust Owner Trustee
NB Holdings Corporation
Bank of America, NA
Banc of America Advisors, LLC
Banc of America Capital Management, LLC
Marsico Management Holdings, L.L.C.
Marsico Capital Management, LLC
Item 8. Identification and Classification of Members of the
Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below the undersigned certifies that, to the best of their 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2002
Bank of America Corporation
Bank of America NA
By: /s/ Amy S. Anderson
Amy S. Anderson
Assistant Vice President
NB Holdings Corporation
By: /s/ David R. Smith
David R. Smith
Senior Vice President
NMS Services Inc.
NMS Services (Cayman) Inc.
By: /s/ R. Kevin Beauregard
R. Kevin Beauregard
Vice President
Banc of America Advisors, LLC
Banc of America Capital Management, LLC
By: /s/ Michael Bernadino
Michael Bernadino as attorney-in-fact pursuant to the powers of attorney dated February 14, 2002 attached hereto as exhibits B & C
Marsico Management Holdings, L.L.C.
By: /s/ Robert H. Gordon
Robert H. Gordon
President
Marsico Management Holdings, L.L.C.
Marsico Capital Management, LLC
By: /s/ Tom Kerwin
Tom Kerwin
Compliance Counsel
Marsico Capital Management, LLC
MBG Trust - Wilmington Trust Owner Trustee not in its Individual capacity but solely as Trustee
By: /s/ Jeanne M. Oller
Jeanne M. Oller
Financial Services Officer
EXHIBIT A - JOINT FILING AGREEMENT
The filing of this statement shall not be construed as an admission that Bank of America Corporation is for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2002
Bank of America Corporation
Bank of America NA
By: /s/ Amy S. Anderson
Amy S. Anderson
Assistant Vice President
NB Holdings Corporation
By: /s/ David R. Smith
David R. Smith
Senior Vice President
NMS Services Inc.
NMS Services (Cayman) Inc.
By: /s/ R. Kevin Beauregard
R. Kevin Beauregard
Vice President
Banc of America Advisors, LLC
Banc of America Capital Management, LLC
By: /s/ Michael Bernadino
Michael Bernadino as attorney-in-fact pursuant to the powers of attorney dated February 14, 2002 attached hereto as exhibits B & C
Marsico Management Holdings, L.L.C.
By: /s/ Robert H. Gordon
Robert H. Gordon
President
Marsico Management Holdings, L.L.C.
Marsico Capital Management, LLC
By: /s/ Tom Kerwin
Tom Kerwin
Compliance Counsel
Marsico Capital Management, LLC
MBG Trust - Wilmington Trust Owner Trustee
By: /s/ Jeanne M. Oller
Jeanne M. Oller
Financial Services Officer
EHXIBIT B - POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Banc of America Advisors, LLC hereby makes, constitutes and appoints Michael Bernadino and Vince Faughnan, and each of them acting individually, its true and lawful attorney with power to act without any other and with full power of substitution, to prepare, execute, deliver and file in its name and on its behalf,
all filings required under Section 13 of the Securities Exchange Act of 1934, and all exhibits thereto and all documents in support thereof or supplemental thereto, and any and all amendments or supplements to the foregoing, hereby ratifying and confirming all acts and things which said attorneys or attorney might do or cause to be done by virtue hereof.IN WITNESS WHEREOF, Banc of America Advisors, LLC has caused this power of attorney to be signed on its behalf as of the date indicated below.
BANC OF AMERICA ADVISORS, LLC
By: __/s/ Edward D Bedard
Edward D. Bedard
Managing Director
February 14, 2002
EXHIBIT C - POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that Banc of America Capital Management, LLC hereby makes, constitutes and appoints Michael Bernadino and Vince Faughnan, and each of them acting individually, its true and lawful attorney with power to act without any other and with full power of substitution, to prepare, execute, deliver and file in its name and on its behalf, all filings required under Section 13 of the Securities Exchange Act of 1934, and all exhibits thereto and all documents in support thereof or supplemental thereto, and any and all amendments or supplements to the foregoing, hereby ratifying and confirming all acts and things which said attorneys or attorney might do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, Banc of America Capital Management, LLC has caused this power of attorney to be signed on its behalf as of the date indicated below.
BANC OF AMERICA CAPITAL MANAGEMENT, LLC
By: /s/ Edward D. Bedard
Edward D. Bedard
Managing Director
February 14, 2002