8-K 1 form8k50602.txt FORM 8-K CURRENT REPORT 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 6, 2002 LAS VEGAS SANDS, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 333-42147 04-3010100 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH ROOM 1A LAS VEGAS, NEVADA 89109 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 414-1000 NOT APPLICABLE -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On May 6, 2002, we issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended, relating to our intention to offer approximately $850 million in aggregate principal amount of mortgage notes in a Rule 144A offering, and to enter into new senior secured credit facilities in an aggregate amount of approximately $480 million (collectively, the "Refinancing Transactions"). We intend to use the proceeds of the Refinancing Transactions to repay, redeem or repurchase all of our outstanding indebtedness, to finance the construction and development of a 1000-room addition to the Venetian Casino Resort, additional meeting and conference space and an expansion to the Venetian Casino Resort's parking garage (the "Phase IA Addition"), and to pay all fees and expenses associated with the Refinancing Transactions. The press release announcing the Refinancing Transactions is attached as Exhibit 99.1 to this report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Title -------------- ----- 99.1 Press Release of Las Vegas Sands, Inc., dated May 6, 2002. 99.2 Summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002. ITEM 9. REGULATION FD DISCLOSURE. We are providing summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002 that gives effect to the Refinancing Transactions and the funding of the Phase IA Addition to certain investors. The summary unaudited pro forma financial data are attached as Exhibit 99.2 to this report on Form 8-K and are incorporated by reference into this report on Form 8-K for purposes of this item only. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 8, 2002 LAS VEGAS SANDS, INC. By: /s/ David Friedman --------------------------------------- Name: David Friedman Title: Secretary and Assistant to the Chairman of the Board EXHIBIT INDEX Exhibit Number Title -------------- ----- 99.1 Press Release of Las Vegas Sands, Inc., dated May 6, 2002. 99.2 Summary unaudited pro forma financial data for the year ended December 31, 2001 and the three months ended March 31, 2002.