UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 24, 2004
WYNN RESORTS, LIMITED
(Exact Name of Registrant as Specified in its Charter)
NEVADA 000-50028 46-0484987
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
3131 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 770-7555
(Registrant's telephone number, including area code)
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.
On November 24, 2004, the Registrant issued a press release
announcing the pricing terms and extension of the previously announced cash
tender offer by Wynn Las Vegas, LLC. Wynn Las Vegas, LLC offered to purchase
any and all of the $247,580,000 aggregate principal amount of its outstanding
12.0% Second Mortgage Notes due 2010.
The total consideration per $1,000 principal amount of notes validly
tendered prior to the expiration of the related consent solicitation on
November 22, 2004 is $1,266.81, of which $20.00 is the consent payment.
Holders validly tendering their notes after 9:00 a.m., New York City Time, on
November 22, 2004 but on or prior to the expiration date for the tender offer
will receive the total consideration less the consent payment, or $1,246.81
per $1,000 principal amount of notes.
The expiration of the tender offer has been extended until 12:01
a.m., New York City Time, on December 14, 2004, unless further extended or
earlier terminated.
A copy of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description
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99.1 Press Release, dated November 24, 2004, of 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: November 24, 2004
Wynn Resorts, Limited
By: /s/ John Strzemp
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John Strzemp
Executive Vice President and
Chief Financial Officer