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| OMB APPROVAL |
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|OMB Number: 3235-0145|
UNITED STATES |Expires: |
SECURITIES AND EXCHANGE COMMISSION | December 31, 2005|
Washington, D.C. 20549 |Estimated Average |
|Burden Hours |
|Per Response ......11|
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
WYNN RESORTS, LIMITED
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class and Securities)
983134 10 7
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(CUSIP Number)
Marc H. Rubinstein
3145 Las Vegas Boulevard South
Las Vegas, Nevada 89109
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 14, 2003
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D/A
CUSIP No. 983134 10 7
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Stephen A. Wynn
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* (See Instructions) BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 49,098,444 (1)(2)
EACH --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
10. SHARED DISPOSITIVE POWER
24,549,222 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,098,444 (1)(2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.0%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes 24,549,222 shares acquired by Mr. Wynn (as described below) that
may be considered community property under applicable Nevada state law.
Accordingly, the Reporting Persons may be deemed to have shared voting and
dispositive power over such shares.
(2) Includes 24,549,222 shares held by Aruze USA, Inc., a Nevada corporation
("Aruze USA") that are beneficially owned by the Reporting Persons as a result
of that certain Stockholders Agreement, dated as of April 11, 2002 (the
"Stockholders Agreement"), by and among Stephen A. Wynn, Baron Asset Fund, a
Massachusetts business trust ("Baron") and Aruze USA. The aggregate percentage
of the outstanding common stock that the Reporting Persons beneficially own is
62.0%. Excluding the additional shares of common stock that the Reporting
Persons beneficially own as a result of the Stockholders Agreement, the
Reporting Persons directly beneficially own 31.0% of the outstanding common
stock. (See Item 6)
SCHEDULE 13D/A
CUSIP No. 983134 10 7
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Elaine P. Wynn
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* (See Instructions) BK
-------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 49,098,444 (1)(2)
EACH --------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH --------------------------------------
10. SHARED DISPOSITIVE POWER
24,549,222 (1)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,098,444 (1)(2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.0%
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14. TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Includes 24,549,222 shares acquired by Mr. Wynn (as described below) that
may be considered community property under applicable Nevada state law.
Accordingly, the Reporting Persons may be deemed to have shared voting and
dispositive power over such shares.
(2) Includes 24,549,222 shares held by Aruze USA, Inc., a Nevada corporation
("Aruze USA") that are beneficially owned by the Reporting Persons as a result
of that certain Stockholders Agreement, dated as of April 11, 2002 (the
"Stockholders Agreement"), by and among Stephen A. Wynn, Baron Asset Fund, a
Massachusetts business trust ("Baron") and Aruze USA. The aggregate percentage
of the outstanding common stock that the Reporting Persons beneficially own is
62.0%. Excluding the additional shares of common stock that the Reporting
Persons beneficially own as a result of the Stockholders Agreement, the
Reporting Persons directly beneficially own 31.0% of the outstanding common
stock. (See Item 6)
This Schedule 13D/A (this "Amendment No. 2") should be read in conjunction with
the Schedule 13D/A (Amendment No. 1) filed by Stephen A. and Elaine P. Wynn with
the Securities and Exchange Commission on April 21, 2003 (referred to herein as
"Amendment No. 1"). This Amendment No. 2 amends and restates Item 3 and Item 7
of Amendment No. 1 in their entirety. All other information in Amendment No. 1
remains in effect. All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration
The response set forth in Item 3 of Amendment No. 1 is hereby
amended and restated in its entirety as follows:
Mr. Wynn used a draw of $72,500,000 under an $85,000,000 personal credit line
with Bank of America, N.A. (the "Bank Line"), which is secured by assets owned
by the Reporting Persons other than shares of Issuer Common Stock, to purchase
5,576,923 shares of Issuer Common Stock. Such shares were purchased pursuant to
that certain Purchase Agreement, dated October 25, 2002 (the "Purchase
Agreement"), by and between the Issuer and Mr. Wynn at the price offered to the
public in the Issuer's initial public offering. Mr. Wynn's purchase of Issuer
Common Stock pursuant to the Purchase Agreement was consummated on October 30,
2002.
On July 14, 2003, the Reporting Persons and Bank of America, N.A. amended and
restated the Bank Line to, among other things, increase the line of credit
available to the Reporting Persons from $85,000,000 to $125,000,000.
Item 7. Material to be Filed as Exhibits.
The response set forth in Item 7 of Amendment No. 1 is hereby
amended and restated in its entirety as follows:
Exhibit No. Exhibit
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(a) Purchase Agreement, dated October 25,
2002, by and between Wynn Resorts,
Limited and Stephen A. Wynn (previously
filed as Exhibit 10.1 to the Schedule
13D of Stephen A. Wynn, Commission File
No. 005-78590, filed on November 13,
2002 and incorporated herein by
reference)
(b) Stockholders Agreement, dated as of
April 11, 2002, by and among Stephen A.
Wynn, Baron Asset Fund and Aruze USA,
Inc. (previously filed as Exhibit 10.10
to the Form S-1 of Wynn Resorts,
Limited, Commission File No. 333-90600,
filed on June 17, 2002 and incorporated
herein by reference)
(c) Buy-Sell Agreement, dated as of June 13,
2002, by and among Stephen A. Wynn,
Kazuo Okada, Aruze USA, Inc. and Aruze
Corp. (previously filed as Exhibit 10.3
to the Schedule 13D of Stephen A. Wynn,
Commission File No. 005-78590, filed on
November 13, 2002 and incorporated
herein by reference)
(d) Agreement, dated as of June 13, 2002,
between Stephen A. Wynn and Wynn
Resorts, Limited (previously filed as
Exhibit 10.20 to Amendment No. 1 to the
Form S-1 of Wynn Resorts, Limited,
Commission File No. 333-90600, filed on
August 20, 2002 and incorporated herein
by reference)
(e) Registration Rights Agreement, dated as
of October 30, 2002, between Stephen A.
Wynn and Wynn Resorts, Limited
(previously filed as Exhibit 10.5 to the
Schedule 13D of Stephen A. Wynn,
Commission File No. 005-78590, filed on
November 13, 2002 and incorporated
herein by reference)
(f) Amended and Restated Loan Agreement,
dated as of July 14, 2003, by and
among Bank of America, N.A., Stephen
A. Wynn and Elaine P. Wynn*
(g) Joint Filing Agreement, dated April 18,
2003, between Stephen A. Wynn and Elaine
P. Wynn (previously filed as Exhibit (g)
to the Schedule 13D/A (Amendment No. 1)
of the Reporting Persons, Commission
File No. 005-78590, filed on April 21,
2003 and incorporated herein by
reference)
*Certain portions of this exhibit have been omitted and filed separately under
an application for confidential treatment.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: September 22, 2003 Stephen A. Wynn
_____________________________
/s/ Stephen A. Wynn
Dated: September 22, 2003 Elaine P. Wynn
_____________________________
/s/ Elaine P. Wynn