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 6, 2005
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada 000-50028 46-0484987
(State or other (Commission File) (I.R.S. Employer
jurisdiction of Number Identification No.)
incorporation)
WYNN LAS VEGAS, LLC
(Exact name of registrant as specified in its charter)
Nevada 333-98369 88-0494878
(State or other (Commission File (I.R.S. Employer)
jurisdiction of Number) Identification No.
incorporation)
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.
On July 6, 2005, Wynn Resorts, Limited issued a press release announcing that
its subsidiaries, Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.
(together, the "Issuers"), had completed their offer to exchange up to $1.3
billion aggregate principal amount 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 press release of
Wynn Resorts, Limited, dated July 6, 2005, is filed herewith as Exhibit 99.1
and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
------ -----------
99.1 Press release, dated July 6, 2005, of 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 6, 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: July 6, 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
Exhibit 99.1
FOR IMMEDIATE RELEASE
Wynn Resorts, Limited Announces Completion of Exchange Offer
LAS VEGAS, NEVADA (July 6, 2005) - Wynn Resorts, Limited announced
today that two of its wholly owned subsidiaries, Wynn Las Vegas, LLC and Wynn
Las Vegas Capital Corp. (together, the "Issuers"), have completed 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
was made in order to satisfy certain obligations of the Issuers contained in a
Registration Rights Agreement, dated December 14, 2004.
The exchange offer expired at 5:00 p.m., New York City time, on June
29, 2005. $1,299,750,000 in aggregate principal amount of the Issuers'
outstanding 6 5/8% First Mortgage Notes due 2014 were exchanged. The new notes
are substantially identical to the notes for which they were exchanged, except
that the new notes have been 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 do not apply to the new notes.
Wynn Resorts, Limited 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