As filed with the Securities and Exchange Commission on October 28, 2002
Registration No. 333-100768
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment
No. 1 to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Wynn Las Vegas, LLC
(Exact name of Registrant as specified in its charter)
| Nevada | 7990 | 88-0494878 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Wynn Las Vegas Capital Corp.
(Exact name of Registrant as specified in its charter)
| Nevada | 7990 | 46-0484992 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
and Other Registrants
(See Table of Other Registrants Listed Below)
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Ronald J. Kramer
Wynn Resorts, Limited
President
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 733-4444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| C. Kevin McGeehan, Esq. Ashok W. Mukhey, Esq. Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, CA 90067-4276 (310) 277-1010 |
Pamela B. Kelly, Esq. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 (213) 485-1234 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-98369
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-100768
If delivery of the prospectus is expected to be made pursuant to Rule 434 under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(2) |
||
|---|---|---|---|---|
| 12% Second Mortgage Notes due 2010 | $5,000,000 | $460 | ||
| Guarantees of 12% Second Mortgage Notes due 2010 | None | $0 | ||
- (1)
- Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
- (2)
- Previously paid. Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the guarantees.
| Exact Name of Registrant as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification Number |
||
|---|---|---|---|---|
| Desert Inn Water Company, LLC | Nevada | 88-0460932 | ||
| Palo, LLC | Delaware | 88-0464820 | ||
| Valvino Lamore, LLC | Nevada | 88-0459742 | ||
| Wynn Design & Development, LLC | Nevada | 88-0462235 | ||
| Wynn Resorts Holdings, LLC | Nevada | 88-0460933 | ||
| World Travel, LLC | Nevada | 47-0846667 | ||
| Las Vegas Jet, LLC | Nevada | 88-0460935 | ||
| Wynn Resorts, Limited | Nevada | 46-0484987 |
This registration statement is being filed with respect to the 12% second mortgage notes due 2010 co-issued by Wynn Las Vegas, LLC, a Nevada limited liability company, and Wynn Las Vegas Capital Corp., a Nevada Corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-98369) filed with the Securities and Exchange Commission, which was declared effective by the Commission on October 25, 2002, are hereby incorporated by reference into, and shall be deemed as part of, this registration statement.
The price related information omitted from the registration statement on Form S-1 (File No. 333-98369) in reliance on Rule 430A under the Securities Act of 1933, as amended, consists of the following:
Second Mortgage Notes
| Coupon | 12% | |
Principal Amount |
$370,000,000 |
|
Purchase price at issue: |
92.793% |
|
Maturity: |
November 1, 2010 |
|
Interest payment dates: |
May 1 and November 1, commencing May 1, 2003 |
|
Record dates: |
April 15 and October 15 |
|
Optional redemption premium: |
If on or after November 1, |
Redemption Price |
||
|---|---|---|---|---|
2006 |
112% |
|||
2007 |
108% |
|||
2008 |
104% |
|||
2009 and thereafter |
100% |
|||
Amount redeemable with proceeds of equity offerings: |
35% of the principal amount of the Notes at 112% of principal amount |
|||
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| VALVINO LAMORE, LLC | |||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WORLD TRAVEL, LLC | |||
By: |
Wynn Las Vegas, LLC, its member |
||
By: |
Wynn Resorts Holdings, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-2
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| LAS VEGAS JET, LLC | |||
By: |
Wynn Las Vegas, LLC, its member |
||
By: |
Wynn Resorts Holdings, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WYNN DESIGN & DEVELOPMENT LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| DESERT INN WATER COMPANY, LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-5
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WYNN RESORTS HOLDINGS, LLC | |||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-6
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| PALO, LLC | |||
By: |
WYNN RESORTS HOLDINGS, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-7
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WYNN LAS VEGAS, LLC | |||
By: |
WYNN RESORTS HOLDINGS, LLC, its member |
||
By: |
VALVINO LAMORE, LLC, its member |
||
By: |
WYNN RESORTS, LIMITED, its member |
||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer of Wynn Resorts, Limited (Principal Executive Officer) |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer of Wynn Resorts, Limited (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-8
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WYNN LAS VEGAS CAPITAL CORP. | |||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Treasurer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Director and President | October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Treasurer (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-9
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on the 28th day of October, 2002.
| WYNN RESORTS, LIMITED | |||
By: |
/s/ JOHN STRZEMP |
||
| Name: | John Strzemp | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Stephen A. Wynn |
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board |
October 28, 2002 | ||
/s/ JOHN STRZEMP John Strzemp |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
October 28, 2002 |
||
* Ronald J. Kramer |
Director |
October 28, 2002 |
||
* Robert J. Miller |
Director |
October 28, 2002 |
||
* Elaine P. Wynn |
Director |
October 28, 2002 |
||
* Stanley R. Zax |
Director |
October 28, 2002 |
*By: |
/s/ JOHN STRZEMP John Strzemp Attorney-in-fact |
S-10
EXHIBIT INDEX
| Exhibit No. |
Description |
|
|---|---|---|
| 5.1 | Opinion of Irell & Manella LLP.(1) | |
| 23.1 | Consent of Irell & Manella LLP (included in Exhibit 5.1).(1) | |
| 23.2 | Consent of Deloitte & Touche LLP. | |
| 23.3 | Consent of Persons to be Named as Directors(2) | |
| 24.1 | Power of Attorney (incorporated by reference to the Registration Statement on Form S-1 of Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp. and the other registrants named therein (Registration No. 333-98369). |
- (1)
- Previously filed.
- (2)
- Incorporated by reference to Amendment No. 9 to the Registration on Form S-1 of Wynn Las Vegas, LLC, Wynn Las Vegas Capital Corp. and the other registrants named therein.
We consent to the incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 of Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp. on Form S-1 of our reports dated June 6, 2002 (October 2, 2002 as to Note 12) (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the restatement of the financial statements at Note 12) and August 21, 2002 (October 3, 2002 as to Note 6) (which report expresses an unqualified opinion and includes and explanatory paragraph referring to the restatement of the financial statements at Note 6), appearing in the Prospectus included in Registration Statement No. 333-98369, and of our report dated June 6, 2002 relating to the financial statement schedule appearing elsewhere in Registration Statement No. 333-98369.
/s/ DELOITTE & TOUCHE LLP
October 25, 2002