UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
____________________
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2003
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 733-4444
(Registrant's telephone number, including area code)
Item 5. Other Events.
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On July 30, 2003, the Registrant issued a press release, filed
herewith as Exhibit 99.1 and by this reference incorporated herein, announcing
the sale of an additional $50 million aggregate principal amount of its 6%
Convertible Subordinated Debentures due 2015 in a private offering under Rule
144A of the Securities Act of 1933, as amended. The sale was made pursuant to
the full exercise of an option granted to the initial purchasers of its
previously announced offering of debentures, which closed July 7, 2003.
The Registrant contributed approximately $9 million of the net
proceeds from the sale of additional debentures to a subsidiary, which
purchased U.S. government securities to secure the payment of three years of
scheduled interest payments as required by the indenture governing the
debentures. In addition, the subsidiary has guaranteed the debentures and the
Registrant has guaranteed the subsidiary's obligations under the subsidiary's
guarantee. The Registrant intends to use the remaining net proceeds from the
sale to help finance its Macau project and for general corporate purposes.
The debentures are the Registrant's subordinated unsecured (other
than with respect to three years of scheduled interest payments) obligations
and rank junior in right of payment to all existing and future senior
indebtedness of the Registrant, and equally with any existing and future
subordinated indebtedness. The Registrant will pay interest on the debentures
on January 15 and July 15 of each year, beginning January 15, 2004.
Each $1,000 principal amount of the debentures will be convertible at
each holder's option into 43.4782 shares of the Registrant's common stock
(subject to adjustment as provided in the indenture governing the debentures).
The conversion rate of the debentures is equivalent to an initial conversion
price of $23.00 per share of the Registrant's common stock.
The Registrant may redeem some or all of the debentures for cash on
or after July 20, 2007 at the prices specified in the indenture. The holders
may require the Registrant to repurchase all or a portion of their debentures,
subject to certain exceptions, upon a change of control of the Registrant. If
any holder requires the Registrant to repurchase its debentures, the
Registrant may elect to pay the repurchase price in cash or shares of its
common stock or a combination of cash and shares of its common stock.
The Registrant has agreed to file a shelf registration statement with
respect to the resale of the debentures, the guarantees of the debentures and
the common stock issuable upon conversion of the debentures and to use
commercially reasonable efforts to cause the shelf registration statement to
become effective within 250 days after July 7, 2003.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
Exhibit
Number Description
99.1 Press Release, dated July 30, 2003, by Wynn
Resorts, Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 30, 2003
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, dated July 30, 2003, by Wynn
Resorts, Limited.
WYNN RESORTS, LIMITED ANNOUNCES SALE OF ADDITIONAL
CONVERTIBLE DEBENTURES
LAS VEGAS--(BUSINESS WIRE)--July 30, 2003--Wynn Resorts, Limited
(Nasdaq:WYNN) today announced the sale of an additional $50 million aggregate
principal amount of its 6% Convertible Subordinated Debentures due 2015. The
sale was made pursuant to the full exercise of an option granted to the
initial purchasers of its previously announced private offering of debentures,
which closed July 7, 2003. The total offering, including the additional
debentures, resulted in the issuance of $250.0 million aggregate principal
amount of debentures.
Wynn Resorts contributed approximately $9 million of the net proceeds from the
sale of the additional debentures to a subsidiary, which purchased U.S.
government securities to secure the payment of three years of scheduled
interest payments as required by the indenture governing the debentures. Wynn
Resorts intends to use the remaining net proceeds from the sale to help
finance its Macau project and for general corporate purposes.
The securities have not been registered under the Securities Act of 1933 or
any state securities laws and unless so registered may not be offered or sold
in the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933
and applicable state securities laws. This announcement does not constitute an
offer to sell or the solicitation of offers to buy any security and shall not
constitute an offer, solicitation or sale of any security in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
This press release contains "forward-looking statements" within the meaning of
the federal securities laws. The forward-looking statements in this press
release involve risks and uncertainties which could cause actual results to
differ from those expressed in or implied by the statements herein. Additional
information concerning potential factors that could affect the company's
future results is included under the caption "Risk Factors" in Item 1 of Wynn
Resorts' annual report on Form 10-K for the year ended December 31, 2002.
CONTACT:
Wynn Resorts, Limited
Samanta Hegedus, 702/733-4520
investorrelations@wynnresorts.com
SOURCE: Wynn Resorts, Limited