-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NKmAUiCHxdHgIwaPGBmDUsCPdYDbZ5VC5/2NGbnYpVdekVFpdsrUMR/ATfQ2R5ht rGkRN08URdsuSTDhTVMTvg== 0000950172-05-001983.txt : 20050623 0000950172-05-001983.hdr.sgml : 20050623 20050623165406 ACCESSION NUMBER: 0000950172-05-001983 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNN LAS VEGAS LLC CENTRAL INDEX KEY: 0001180638 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880494878 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-100768 FILM NUMBER: 05912961 BUSINESS ADDRESS: STREET 1: 3145 LAS VEGAS BLVD., SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027334444 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 460484987 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50028 FILM NUMBER: 05912960 BUSINESS ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027334444 MAIL ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 lac376762.txt FORM 8-K 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 - ------------------------------------ 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 - --------------------------- 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 EX-99 2 wynnex991.txt EXHIBIT 99.1 - INCR. IN CONSENT SOLICITATION FEE FOR IMMEDIATE RELEASE - --------------------- 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 EX-99 3 wynnex992.txt EXHIBIT 99.2 - EXTENDED EXCHNAGE OFFER 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 -----END PRIVACY-ENHANCED MESSAGE-----