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): June 22, 2005
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
incorporation) Identification No.)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
3131 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices of each registrant) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencements communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Increase in Consent Solicitation Fee
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On June 22, 2005, Wynn Resorts, Limited issued a press release announcing that
its wholly owned subsidiaries, Wynn Las Vegas, LLC and Wynn Las Vegas Capital
Corp. (the "Issuers"), have increased the consent fee payable in connection
with their current solicitation of consents from holders of their outstanding
6-5/8% First Mortgage Notes due 2014. The consent fee has been increased from
$2.50 to $5.00 for each $1,000 principal amount of notes for which a consent
is given. A copy of the press release is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
Extension of Exchange Offer
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Also on June 22, 2005, Wynn Resorts, Limited announced that the Issuers have
extended their offer to exchange up to $1.3 billion of the 6-5/8% First
Mortgage Notes due 2014 for 6-5/8% First Mortgage Notes due 2014 that have
been registered under the Securities Act of 1933, as amended. The exchange
offer, scheduled to expire on June 22, 2005 at 5:00 p.m., New York City time,
will now expire on June 29, 2005 at 5:00 p.m., New York City time, unless
further extended by the Issuers. A copy of the press release is attached as
Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
------ -----------
99.1 Press release of Wynn Resorts, Limited,
dated June 22, 2005, announcing
increase in consent solicitation fee.
99.2 Press release of Wynn Resorts, Limited,
dated June 22, 2005, announcing
extension of exchange offer.
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: June 23, 2005
Wynn Resorts, Limited
By: /s/ John Strzemp
----------------------------
John Strzemp
Chief Financial Officer
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: June 23, 2005
WYNN LAS VEGAS, LLC
By: Wynn Resorts Holdings, LLC,
its sole member
By: Wynn Resorts, Limited,
its sole member
By: /s/ John Strzemp
----------------------------
John Strzemp
Chief Financial Officer
FOR IMMEDIATE RELEASE
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Wynn Resorts Announces Increase in Consent Solicitation Fee
LAS VEGAS, NEVADA (June 22, 2005) - Wynn Resorts, Limited (Nasdaq: WYNN)
announced today that its wholly owned subsidiaries, Wynn Las Vegas, LLC and
Wynn Las Vegas Capital Corp. (the "Issuers"), have increased the consent fee
payable in connection with their current solicitation of consents from holders
of their 6-5/8% First Mortgage Notes due 2014. The consent fee has been
increased from $2.50 to $5.00 for each $1,000 principal amount of notes for
which a consent is given.
The consent fee will only be payable to holders of record as of June 7, 2005,
who have properly furnished, and not revoked, their consent on or prior to
5:00 p.m., New York City time on June 24, 2005. Holders who have previously
submitted their consents are not required to revoke or resubmit their consents
in order to receive the increased consent fee. Payment of the consent fee is
subject to certain conditions set forth in the Issuers' Consent Solicitation
Statement, dated June 9, 2005, and related materials.
The Issuers have engaged Deutsche Bank Securities Inc., Banc of America
Securities LLC, Bear, Stearns & Co. Inc., J.P. Morgan Securities Inc. and SG
Americas Securities, LLC to act as solicitation agents in connection with the
consent solicitation, and MacKenzie Partners, Inc. to serve as the information
agent. Questions regarding the consent solicitation may be directed to:
Deutsche Bank Securities Inc. at (800) 553-2826 (U.S. toll-free); Banc of
America Securities LLC at (888) 292-0070 (U.S. toll-free); Bear, Stearns & Co.
Inc. at (877) 696-BEAR (U.S. toll-free); J.P. Morgan Securities Inc. at (866)
834-4666 (U.S. toll-free); or SG Americas Securities, LLC, at (212) 278-5435
(call collect).
Copies of the Consent Solicitation Statement and the Letter of Consent can be
obtained by contacting the information agent, MacKenzie Partners, Inc., by
telephone at (800) 322-2885 (U.S. toll-free), or in writing at 105 Madison
Avenue, New York, NY 10016.
Wynn Resorts is traded on the Nasdaq National Market under the ticker symbol
"WYNN" and, since December 2004, it has been part of the NASDAQ-100 Index.
Wynn Las Vegas, a luxury hotel and destination casino resort located on the
Las Vegas Strip, opened to the public on April 28, 2005. Wynn Las Vegas
features 2,716 luxurious guest rooms and suites; an approximately 111,000
square foot casino; 22 food and beverage outlets; an on-site 18-hole golf
course; approximately 223,000 square feet of meeting space; an on-site Ferrari
and Maserati dealership; and approximately 76,000 square feet of retail space.
For more information, visit www.wynnlasvegas.com.
CONTACT:
Wynn Resorts, Limited
Samanta Stewart, 702-770-7555
investorrelations@wynnresorts.com
SOURCE: Wynn Resorts, Limited
FOR IMMEDIATE RELEASE
- ---------------------
WYNN LAS VEGAS, LLC AND WYNN LAS VEGAS CAPITAL CORP.
EXTEND EXCHANGE OFFER
LAS VEGAS, NEVADA (June 22, 2005) - Wynn Resorts, Limited (Nasdaq: WYNN)
announced today that two of its wholly owned subsidiaries, Wynn Las Vegas, LLC
and Wynn Las Vegas Capital Corp. (together, the "Issuers"), have extended
their offer to exchange up to $1.3 billion of their outstanding 6-5/8% First
Mortgage Notes due 2014 for 6-5/8% First Mortgage Notes due 2014 that have
been registered under the Securities Act of 1933, as amended (the "Exchange
Offer").
The Exchange Offer, previously scheduled to expire on June 22, 2005 at 5:00
p.m., New York City time, will now expire on June 29, 2005, at 5:00 p.m., New
York City time, unless further extended by the Company.
All other terms and conditions of the Exchange Offer will remain in full force
and effect. The terms and conditions of the Exchange Offer are set forth in a
prospectus dated May 24, 2005. Copies of the prospectus and related letter of
transmittal may be obtained from the exchange agent, U.S. Bank National
Association, Exchange Agent, 60 Livingston Avenue, St. Paul, Minnesota 55107,
Attention: Specialized Finance Dept. or (800) 934-6802.
The new notes are substantially identical to the notes for which they are
being exchanged, except that the new notes will be registered under the
Securities Act of 1933, as amended, and, as a result, the transfer
restrictions and registration rights provisions applicable to the original
notes will not apply to the new notes.
As of 5:00 p.m., New York City time, on June 22, 2005, $1,298,850,000 million
in aggregate principal amount of the 6-5/8% First Mortgage Notes due 2014 had
been tendered in the Exchange Offer. This amount represents approximately
99.91% of the outstanding 6-5/8% First Mortgage Notes due 2014.
This press release shall not constitute an offer to purchase or the
solicitation of an offer to sell any securities. The Exchange Offer is being
made only pursuant to a prospectus dated May 24, 2005 and the related letter
of transmittal, and only to such persons and in such jurisdictions as is
permitted under applicable law.
Wynn Resorts, Limited is traded on the Nasdaq stock exchange under the ticker
symbol WYNN and, since December 2004, it has been part of the NASDAQ-100
Index. Wynn Las Vegas, a luxury hotel and destination casino resort located on
the Las Vegas Strip, opened to the public on April 28, 2005. Wynn Las Vegas
features 2,716 luxurious guest rooms and suites; an approximately 111,000
square foot casino; 22 food and beverage outlets; an on-site 18-hole golf
course; approximately 223,000 square feet of meeting space; an on-site Ferrari
and Maserati dealership; and approximately 76,000 square feet of retail space.
For more information, visit www.wynnlasvegas.com.
SOURCE: Wynn Resorts, Limited
Wynn Resorts, Limited, Las Vegas
Samanta Hegedus Stewart, 702-770-7555
investorrelations@wynnresorts.com