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): May 15, 2006
WYNN RESORTS, LIMITED
(Exact name of registrant as specified in its charter)
Nevada 000-50028 46-0484987
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of 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 Number) (I.R.S. Employer
jurisdiction of 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 4.01. Changes in Registrant's Certifying Accountant.
On May 15, 2006, the Audit Committee (the "Audit Committee") of the
Board of Directors of Wynn Resorts, Limited ("WRL") dismissed Deloitte & Touche
LLP ("D&T") as the independent registered public accounting firm for WRL and
Wynn Las Vegas, LLC ("WLV" and, together with WRL, "Registrants").
On May 18, 2006, the Audit Committee engaged Ernst & Young LLP ("EY")
as the Registrants' independent registered public accounting firm. The decision
to engage EY was made by the Audit Committee in light of WRL's impending
commencement of operations in Macau, SAR, People's Republic of China, and the
relative strength of EY's commitment to its Asia-based gaming practice.
The reports of D&T on the consolidated financial statements of WRL and
WLV for the fiscal years ended December 31, 2005 and 2004 did not contain an
adverse opinion or a disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles; however, each
of D&T's reports, dated March 15, 2006, on the consolidated financial statements
of WRL and WLV expressed an unqualified opinion and included an explanatory
paragraph relating to the restatement of the 2004 and 2003 consolidated
financial statements to eliminate the application of hedge accounting. The
reports of D&T on management's assessment of the effectiveness of internal
control over financial reporting, and the effectiveness of internal control over
financial reporting for WRL as of December 31, 2005 contained no adverse opinion
or disclaimer of opinion except as explained in the fifth paragraph of this
report.
During the Registrants' fiscal years ended December 31, 2004 and 2005,
and through May 15, 2006, the Registrants did not have any disagreements with
D&T on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of D&T, would have caused it to make reference to the
subject matter of the disagreements in connection with its report, except as
follows:
(1) In connection with D&T's audit of the Registrants' annual
consolidated financial statements for the year ended
December 31, 2005, D&T advised the Registrants that it
believed that the application of hedge accounting, as
defined in Statement of Financial Accounting Standards No.
133, "Accounting for Derivatives and Hedging Activities"
("SFAS 133") to the Registrants' interest rate swap
arrangements entered into between May 2003 and October 2005,
was not appropriate; a determination with which the
Registrants did not initially agree. In response, the
Registrants re-evaluated the hedge documentation relating to
its interest rate swaps entered into during 2003, 2004 and
2005 and concluded that they needed to eliminate hedge
accounting. As a result of this conclusion, the Registrants
restated their 2003 and 2004 audited financial statements.
The Audit Committee did discuss the issue with D&T. The
Registrants have authorized D&T to respond fully to the
inquiries of EY concerning the subject matter of this
disagreement.
(2) In connection with D&T's audit of the Registrants' annual
consolidated financial statements for the year ended
December 31, 2005, D&T advised the Registrants that it
believed that using an amortizable life for certain
specifically identified show production costs based upon
their contractual cost recovery as opposed to the estimated
life of the show was not appropriate, with which the
Registrants did not initially agree. However, after
discussion with D&T, the Registrants concluded that the show
costs should be amortized over the estimated life of the
show. The Audit Committee did discuss the issue with D&T.
The Registrants have authorized D&T to respond fully to the
inquiries of EY concerning the subject matter of this
disagreement.
During the Registrants' fiscal years ended December 31, 2004 and 2005
and through May 15, 2006, there were no "reportable events," as defined in Item
304(a)(1)(v) of Regulation S-K adopted by the Securities and Exchange Commission
(the "Commission"), except that, D&T's report, dated March 15, 2006, on WRL's
internal controls over financial reporting expresses an adverse opinion on the
effectiveness of the Company's internal control over financial reporting because
of a material weakness in WRL's controls over the formal designation,
documentation and the continual evaluation and assessment of its derivative
instruments which were not adequately designed to determine that derivative
instruments were properly accounted for in accordance with Statement of
Financial Accounting Standards No. 133 Accounting for Derivative Instruments and
Hedging Activities. The Audit Committee discussed the subject matter of this
material weakness with D&T. WRL has authorized D&T to respond fully to the
inquiries of EY concerning the subject matter of this material weakness.
The Registrants provided D&T with a copy of this report prior to its
filing with the Commission, and requested that D&T furnish the Registrants with
a letter addressed to the Commission stating whether it agrees with the
statements made by the Registrants in response to this item and, if not, stating
the respects in which it does not agree. A copy of the letter, dated May 18,
2006, furnished by D&T in response to that request is filed as Exhibit 16.1 to
this report.
The Audit Committee engaged EY on May 18, 2006. The Registrants had not
previously consulted EY regarding any of the matters specified in Item 304(a)(2)
of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
- ----------- -----------
16.1 Letter, dated May 18, 2006, from Deloitte & Touche LLP to the
Securities and Exchange Commission.
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: May 18, 2006
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: May 18, 2006
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
[Deloitte & Touche LLP Letterhead]
May 18, 2006
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Wynn Resort, Limited's and Wynn Las Vegas, LLC's
Form 8-K dated May 15, 2006, and have the following comments:
1. We agree with the statements made in paragraphs 1, 3, 4 (including
bullet points (1) and (2)) 5 and 6.
2. We have no basis on which to agree or disagree with the statements made
in paragraphs 2 and 7.
Yours truly,
/s/ Deloitte & Touche LLP