As angry shareholders jostled to be heard in a meeting at the Excalibur casino in Las Vegas, Circus Circus Chairman William G. Bennett stepped forward. No, Bennett vowed to shareholders, Circus hadn't talked to outsiders about a buyout--only to admit later to reporters that, in fact, it had. One shareholder, lamenting a yearlong nosedive in the stock of Circus Circus Enterprises Inc., from 48 to 26, drew loud applause when he told Bennett: "I don't know whether to go up and get a room for sleeping or for jumping."

Within two weeks, it was Bennett who had jumped. The 69-year-old former furniture-store owner, whose bargain-basement casinos are credited with making Vegas a mass market, was forced to quit on July 8. Now, the company is bracing for a possible takeover attempt. At a July 14 board meeting, Circus was expected to authorize investment banker Salomon Brothers Inc. to develop a series of strategic options.

Circus may already be a target. On July 13, Chicago-based Bally Entertainment Corp. won antitrust clearance from the Federal Trade Commission to buy up to 25% of Circus. Industry insiders say Caesars World Inc. also is examining a merger proposal. And Bennett, who owns 7.4% of Circus' common stock, may seek financing to reclaim the company, some board members fret. Officials at both Bally and Caesars refused comment. Bennett, who officially leaves on Aug. 12, was unavailable for comment.

The uncertainty puts incoming Chairman Clyde T. Turner in an uncomfortable position. An industry veteran, the 56-year-old Turner joined Circus as its president 17 months ago but had been hamstrung by Bennett's iron rule. "I'm putting a high priority on increasing shareholder value," he says. "I'm keeping my options open."

ROLLER COASTER. How could Circus--long Vegas' fastest-growing company--fall so far so fast? For one thing, earnings from the company's new, $390 million Luxor Las Vegas casino have been disappointing. To improve business at its new $92 million Grand Slam Canyon theme park, the company had to add $10 million in new rides. Circus also was slow to expand to new locales, and it was unable to keep competitors, such as the MGM Grand Hotel & Casino, from luring away customers. Meanwhile, a parade of Circus top executives--including two hand-picked successors to Bennett--have left the company.

Last year, earnings fell for the first time in 20 years, slipping 1%, to $116 million on revenues of $954 million. When earnings also stalled in the quarter ended Apr. 30, institutional investors started clamoring for change.

Bennett, who had maintained autocratic control over the company since 1974, infuriated shareholders by announcing at the June meeting: "I'm back into [operations] deeper than ever." That was it. Outside directors, led by Wertheim Schroder & Co. Managing Director Tony Coelho, strong-armed Bennett out.

"This gives management breathing room to redirect their efforts," says Remy M. Fisher, first vice-president at Kemper Financial Services Inc. in Chicago, a major stockholder. Turner, who says earnings improvements are at least two quarters away, is pushing ahead with new projects in Windsor, Ont., and Reno, Nev. More likely, Turner will help broker a deal. He may be forced to ally himself with a strong player in another market niche to buttress the company's earnings. One possibility: Caesars, which caters to higher rollers than Circus' traditional clientele.

High rollers and Circus Circus? That may seem an odd combination. But it sure beats shareholders talking about jumping out of hotel windows.

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