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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): July 7, 2003
Wynn Resorts, Limited
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-50028 46-0484987
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 733-4444
(Registrant's telephone number, including area code)
Item 5. Other Events.
On July 7, 2003, the Registrant issued a press release, filed
herewith as Exhibit 99.1 and by this reference incorporated herein, announcing
that it had consummated a private offering of convertible subordinated
debentures due 2015.
The offering was made only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933, as amended. The
Registrant contributed approximately $35 million of the net proceeds from the
offering to a subsidiary, which purchased U.S. government securities to secure
the payment of three years of scheduled interest payments as required by the
indenture governing the debentures. In addition, such subsidiary guaranteed
the debentures and the Registrant guaranteed the subsidiary's obligations
under the subsidiary's guarantee. The Registrant intends to use the remaining
net proceeds from the offering to help finance its Macau project and for
general corporate purposes.
The debentures are the Registrant's subordinated unsecured (other
than with respect to three years of scheduled interest payments) obligations
and rank junior in right of payment to all existing and future senior
indebtedness of the Registrant, and equally with any existing and future
subordinated indebtedness. The Registrant will pay interest on the debentures
on January 15 and July 15 of each year, beginning January 15, 2004.
Each $1,000 principal amount of the debentures is convertible at each
holder's option into 43.4782 shares of the Registrant's common stock (subject
to adjustment as provided in the indenture governing the debentures). The
conversion rate of the debentures is equivalent to a conversion price of
$23.00 per share of the Registrant's common stock.
The Registrant may redeem some or all of the debentures for cash on
or after July 20, 2007 at prices specified in the Indenture. The holders
may require the Registrant to repurchase all or a portion of their debentures,
subject to certain exceptions, upon the occurrence of a change of control of
the Registrant. If any holder requires the Registrant to repurchase its
debentures, the Registrant may elect to pay the repurchase price in cash or
shares of its common stock or a combination of cash and shares of its common
stock.
The Registrant has agreed to file a shelf registration statement with
respect to the resale of the debentures, the guarantees of the debentures and
the common stock issuable upon conversion of the debentures and to use
commercially reasonable efforts to cause the shelf registration statement to
become effective within 250 days after the original issuance of the
debentures.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
Exhibit
Number Description
------- -----------
99.1 Press Release, dated July 7, 2003, by Wynn Resorts,
Limited.
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: July 7, 2003
Wynn Resorts, Limited
By: /s/ John Strzemp
-----------------------------
John Strzemp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release, dated July 7, 2003, by Wynn Resorts, Limited.
Exhibit 99.1
WYNN RESORTS, LIMITED ANNOUNCES CLOSING OF PRIVATE
OFFERING OF CONVERTIBLE DEBENTURES
LAS VEGAS, NV, July 7, 2003...................................................
Wynn Resorts, Limited (NASDAQ: WYNN) today announced that it has sold $200
million aggregate principal amount of its 6% Convertible Subordinated
Debentures due 2015 in a private placement transaction.
The offering was made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933. Wynn Resorts contributed
approximately $35 million of the net proceeds from the offering to a
subsidiary, which purchased U.S. government securities to secure the payment
of three years of scheduled interest payments as required by the indenture
governing the debentures. Wynn Resorts intends to use the remaining net
proceeds from the offering to help finance its Macau project and for general
corporate purposes. The debentures are convertible into shares of Wynn
Resorts' common stock at a conversion price of $23.00 per share, and holders
of the debentures are entitled to certain registration rights with respect to
the debentures and the common stock issuable upon conversion of the
debentures. Holders of the debentures can also require Wynn Resorts to
repurchase the debentures upon the occurrence of a change of control.
The securities have not been registered under the Securities Act of 1933 or
any state securities laws and unless so registered may not be offered or sold
in the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933
and applicable state securities laws. This announcement does not constitute an
offer to sell or the solicitation of offers to buy any security and shall not
constitute an offer, solicitation or sale of any security in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
This press release contains "forward-looking statements" within the meaning of
the federal securities laws. The forward-looking statements in this press
release involve risks and uncertainties which could cause actual results to
differ from those expressed in or implied by the statements herein. Additional
information concerning potential factors that could affect the company's
future results is included under the caption "Risk Factors" in Item 1 of Wynn
Resorts' annual report on Form 10-K for the year ended December 31, 2002.
Contact: Samanta Hegedus
VP Investor Relations
Phone #: 702/733-4520
investorrelations@wynnresorts.com