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
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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
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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
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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
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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
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John Strzemp
Chief Financial Officer