8-K 1 a2133973z8-k.txt 8-K 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): April 12, 2004 LAS VEGAS SANDS, INC. (Exact name of registrant as specified in its charter) NEVADA 333-42147 04-3010100 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH ROOM 1A 89109 LAS VEGAS, NEVADA (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (702) 414-1000 NOT APPLICABLE (Former name or former address, if changed since last report) Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 12, 2004, we announced that we had agreed to sell the approximately 500,000 square foot Grand Canal Shoppes, and the multi-level retail space in our proposed Phase II resort, which will sit adjacent to The Venetian, to GGP Limited Partnership for an aggregate purchase price of $766 million plus a percentage of net operating income relating to the Phase II resort's retail space. The sale includes all of the restaurant and retail space on the casino level of The Venetian. The sale is subject to standard closing conditions and is expected to close on or about May 17, 2004. The purchase agreement relating to the sale of the Grand Canal Shoppes, the agreement relating to the Phase II resort and the press release announcing this transaction, are attached as Exhibits 10.1, 10.2 and 99.1, respectively, to this report on Form 8-K. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- Exhibit Number Title -------------- ----- 10.1 Purchase Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership. 10.2 Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership. 99.1 Press Release of Las Vegas Sands, Inc., dated April 12, 2004. 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: April 16, 2004 LAS VEGAS SANDS, INC. By: /s/ Harry D. Miltenberger ----------------------------------- Name: Harry D. Miltenberger Title: Vice President-Finance Exhibit Number Title -------------- ----- 10.1 Purchase Agreement, dated April 12, 2004, by and among Grand Canal Shops Mall Subsidiary, LLC, Grand Canal Shops Mall MM Subsidiary, Inc. and GGP Limited Partnership. 10.2 Agreement, made as of April 12, 2004, by and between Lido Casino Resort, LLC and GGP Limited Partnership. 99.1 Press Release of Las Vegas Sands, Inc., dated April 12, 2004.