0001104659-09-050416.txt : 20090819 0001104659-09-050416.hdr.sgml : 20090819 20090818195330 ACCESSION NUMBER: 0001104659-09-050416 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090819 DATE AS OF CHANGE: 20090818 GROUP MEMBERS: ARUZE CORP. GROUP MEMBERS: KAZUO OKADA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARUZE USA INC CENTRAL INDEX KEY: 0001198885 IRS NUMBER: 088043468 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 745 GRIER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 MAIL ADDRESS: STREET 1: 745 GRIER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN RESORTS LTD CENTRAL INDEX KEY: 0001174922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 460484987 FISCAL YEAR END: 1113 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78590 FILM NUMBER: 091022678 BUSINESS ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027334444 MAIL ADDRESS: STREET 1: 3145 LAS VEGAS BLVD S. CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 a09-23485_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549


	SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(A)

(Amendment No. 3)

WYNN RESORTS, LIMITED

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

983134 10 7

(CUSIP Number)

Michael J. Bonner

Greenberg Traurig, LLP

3773 Howard Hughes Parkway, Suite 400 North

Las Vegas, Nevada 89169

(702) 792-3773

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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).

CUSIP No. 983134 10 7

	1.	Names of Reporting Persons. Aruze USA, Inc. (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF (Funds for the acquisition of the Issuer securities were provided by Aruze Corp., the corporate parent of Aruze USA, Inc.)

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 46,702,639 (1), (2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 46,702,639 (1), (2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,702,639 (1), (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 37.9% (3)

	14.	Type of Reporting Person (See Instructions) CO

(1)		Aruze USA, Inc. is a wholly owned subsidiary of Aruze Corp., of which Mr. Kazuo Okada owns a controlling interest and is its Chairman. The subject securities were acquired and are owned by Aruze USA, Inc. but may be considered beneficially owned by Aruze Corp. and Kazuo Okada. Accordingly, Aruze USA, Inc., Aruze Corp. and Mr. Okada may be deemed to have shared voting and dispositive power over the shares which are owned by Aruze USA, Inc.

(2)		Includes 22,153,417 shares held by Stephen A. Wynn (the “Wynn Shares”) that are beneficially owned by the Reporting Person as a result of that certain stockholders agreement, dated as of April 11, 2002, among Mr. Wynn, Aruze USA, Inc. and Baron Investment Funds Trust (formerly known as Baron Asset Fund) (“Baron”), as amended on November 8, 2006 and as further amended by that certain Waiver and Consent dated July 31, 2009 and that certain Waiver and Consent dated August 13, 2009 (the “Stockholders Agreement”).

(3)		The aggregate percentage of the outstanding shares that the Reporting Person may be deemed to beneficially own is approximately 37.9%. Excluding the Wynn Shares that the Reporting Person may be deemed to beneficially own as a result of the Stockholders Agreement, the Reporting Person directly beneficially owns approximately 19.9% of the outstanding shares. (See Item 6)

CUSIP No. 983134 10 7

	1.	Names of Reporting Persons. Aruze Corp. (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Japan

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 46,702,639 (1), (2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 46,702,639 (1), (2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,702,639 (1), (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 37.9% (3)

	14.	Type of Reporting Person (See Instructions) CO

(1)		Aruze USA, Inc. is a wholly owned subsidiary of Aruze Corp., of which Mr. Kazuo Okada owns a controlling interest and is its Chairman. The subject securities were acquired and are owned by Aruze USA, Inc. but may be considered beneficially owned by Aruze Corp. and Kazuo Okada. Accordingly, Aruze USA, Inc., Aruze Corp. and Mr. Okada may be deemed to have shared voting and dispositive power over the shares which are owned by Aruze USA, Inc.

(2)		Includes the Wynn Shares that are beneficially owned by the Reporting Person as a result of the Stockholders Agreement.

(3)		The aggregate percentage of the outstanding shares that the Reporting Person may be deemed to beneficially own is approximately 37.9%. Excluding the Wynn Shares that the Reporting Person may be deemed to beneficially own as a result of the Stockholders Agreement, the Reporting Person directly beneficially owns approximately 19.9% of the outstanding shares. (See Item 6)

CUSIP No. 983134 10 7

	1.	Names of Reporting Persons. Kazuo Okada (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Japan

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 46,702,639 (1), (2)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 46,702,639 (1), (2)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 46,702,639 (1), (2)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 37.9% (3)

	14.	Type of Reporting Person (See Instructions) IN

(1)		Aruze USA, Inc. is a wholly owned subsidiary of Aruze Corp., of which Mr. Kazuo Okada owns a controlling interest and is its Chairman. The subject securities were acquired and are owned by Aruze USA, Inc. but may be considered beneficially owned by Aruze Corp. and Kazuo Okada. Accordingly, Aruze USA, Inc., Aruze Corp. and Mr. Okada may be deemed to have shared voting and dispositive power over the shares which are owned by Aruze USA, Inc.

(2)		Includes the Wynn Shares that are beneficially owned by the Reporting Person as a result of the Stockholders Agreement.

(3)		The aggregate percentage of the outstanding shares that the Reporting Person may be deemed to beneficially own is approximately 37.9%. Excluding the Wynn Shares that the Reporting Person may be deemed to beneficially own as a result of the Stockholders Agreement, the Reporting Person directly beneficially owns approximately 19.9% of the outstanding shares. (See Item 6)

This Schedule 13D/A (this “Amendment No. 3”) hereby amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on November 13, 2002 (the “Original Schedule 13D”), as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on November 14, 2006 (“Amendment No. 1”) and as amended by the Schedule 13D/A filed by the Reporting Persons with the Commission on August 3, 2009 (“Amendment No. 2” and, together with Amendment No. 1 and the Original Schedule 13D, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer

The response set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(c) On the date hereof, the Reporting Persons have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 24,549,222 shares of Common Stock of the Issuer owned by Aruze USA. Such 24,549,222 shares include 18,972,299 shares of Common Stock of the Issuer which were acquired by Aruze USA from the Issuer as a result of the contribution of its membership interest in Valvino Lamore, LLC, a Nevada limited liability company (“Valvino”), to the Issuer on September 24, 2002. In the contribution, approximately 189.7 shares of Issuer Common Stock were issued to Aruze USA in exchange for each common share of Valvino membership interest contributed. Aruze USA acquired an additional 5,576,923 shares of Common Stock from the Issuer on October 30, 2002 pursuant to the Purchase Agreement for $13.00 per share, which was the price offered to the public in the Issuer’s initial public offering.

As a result of entering into the Stockholders Agreement with Stephen A. Wynn (see Item 6), Aruze USA possesses shared power to vote or direct the vote of, and thus beneficially owns, an additional 22,153,417 shares of Common Stock of the Issuer held by Mr. Wynn.

Mr. Wynn is a United States citizen with his business address at 3131 Las Vegas Boulevard South, Las Vegas, Nevada 89109. To the knowledge of the Reporting Persons, Mr. Wynn directly beneficially owns 22,153,417 shares of Common Stock, or 18.0% of the outstanding Common Stock of the Issuer.

As described in Item 6, under the Stockholders Agreement, Aruze USA and Mr. Wynn have agreed to vote their shares of the Issuer’s Common Stock for a slate of directors of the Board of Directors of the Issuer, a majority of which will be designated by Mr. Wynn, of which at least two will be independent directors, and the remaining members of which will be designated by Aruze USA. Aruze USA, Aruze Corp. and Kazuo Okada, on the one hand, and Mr. Wynn, on the other hand, are a “group” under Rule 13d-5 under the Securities Exchange Act of 1934, as amended, because of the voting arrangement with respect to the election of directors under the Stockholders Agreement. Other than the Stockholders Agreement, Amendment and Waiver and Consents described in Item 6, the Reporting Persons and Mr. Wynn do not have any other arrangement or understanding with respect to the acquisition, holding, voting or disposition of equity securities of the Issuer.

The aggregate percentage of the outstanding Common Stock of the Issuer, which the Reporting Persons beneficially own, including the shares of Common Stock which the Reporting Persons beneficially own as a result of the Stockholders Agreement, is 37.9%. 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 19.9% of the outstanding Common Stock of the Issuer.

Unless otherwise indicated, all percentages in this Amendment No. 3 assume that the Issuer had 123,114,040 shares of Common Stock outstanding as of July 31, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, filed August 5, 2009.

(d) Not applicable.

(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The response to Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of such Item 6: Waiver and Consent with respect to Stockholders Agreement On August 13, 2009, Mr. Wynn and Aruze USA entered into that certain Waiver and Consent (the “Waiver and Consent”) with respect to the Stockholders Agreement. Pursuant to the Waiver and Consent, Mr. Wynn and Aruze USA each (a) consented to the transfer of up to 2,000,000 shares of Common Stock (the “Released Shares”) held by each other and (b) waived all of their respective rights under the Stockholders Agreement, including without limitation their rights of first refusal, in connection with a transfer or proposed transfer of the Released Shares. The foregoing description of the Waiver and Consent does not purport to be complete and is qualified in its entirety by reference to the Waiver and Consent which is filed herewith as Exhibit 6 and is incorporated herein by this reference.

Item 7.	Material to be Filed as Exhibits.
The response to Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following items at the end of such Item 7:

Exhibit 99.6

Waiver and Consent, dated August 13, 2009, by and between Stephen A. Wynn and Aruze USA, Inc.

Exhibit 99.7

Joint Filing Agreement, dated November 11, 2006, between Aruze Corp., Aruze USA, Inc. and Kazuo Okada (previously filed as Exhibit 4 to the Schedule 13D/A of Aruze Corp., Aruze USA, Inc. and Kazuo Okada filed on November 14, 2006 and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2009

	ARUZE USA, INC.


	/s/ Kazuo Okada
	By: Kazuo Okada
	Its: President


	ARUZE CORP.


	/s/ Kazuo Okada
	By: Kazuo Okada
	Its: Chief Executive Officer


	KAZUO OKADA


	/s/ Kazuo Okada
	Kazuo Okada, Individually

EXHIBIT INDEX

Exhibit		Description

99.6		Waiver and Consent, dated August 13, 2009, by and between Stephen A. Wynn and Aruze USA, Inc.

99.7		Joint Filing Agreement, dated November 11, 2006, between Aruze Corp., Aruze USA, Inc. and Kazuo Okada (previously filed as Exhibit 4 to the Schedule 13D/A of Aruze Corp., Aruze USA, Inc. and Kazuo Okada filed on November 14, 2006 and incorporated herein by reference).

EX-99.6 2 a09-23485_1ex99d6.htm EX-99.6

Exhibit 99.6

WAIVER AND CONSENT

This WAIVER AND CONSENT (this “Waiver and Consent”), dated as of the 13th day of August, 2009, is entered into by and between Stephen A. Wynn (“Wynn”), an individual, and Aruze USA, Inc., a Nevada corporation (“Aruze”).

Reference is made to that certain Stockholders Agreement, entered into as of April 11, 2002, among Wynn, Aruze and Baron, as amended by that certain Amendment to Stockholders Agreement, entered into as of November 8, 2006, between Wynn and Aruze, and Waiver and Consent dated as of July 31, 2009 (as amended, the “Stockholders Agreement”). Capitalized terms not otherwise defined herein shall have respective meanings ascribed to such terms in the Stockholders Agreement.

RECITALS

WHEREAS, Section 2(e) of the Stockholders Agreement provides that neither party has the right to Transfer any Shares without the prior written consent of the other; and

WHEREAS, each party has consented to the transfer by the other of up to 2 million Shares; and

WHEREAS, Section 9 of the Stockholders Agreement provides for a right of first refusal in favor of the non-transferring Stockholders in the event any Stockholder wishes to Transfer any or all of its Shares to any Person other than a Permitted Transferee and who receives a bona fide offer from any Person who is not a Prohibited Transferee for the purchase of all or any portion of such Stockholder’s Shares; and

WHEREAS, Wynn and Aruze each desire to waive their right of first refusal in connection with the Transfer of up to 2 million Shares by the other.

AGREEMENT

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Waivers and Consents. Each of Wynn and Aruze consent to the Transfer by the other of up to 2 million Shares (such Shares referred to as the “Released Shares”) and hereby waives all rights such party may have in connection with a Transfer under the Stockholders Agreement with respect to such shares, including without limitation, the right of first refusal in connection with a Transfer or proposed Transfer of Shares.

2. Transferee Not Bound. The transferee of the Released Shares shall not be bound by the terms of the Stockholders Agreement.

3. Limited Scope. The waivers and consents set forth herein are limited as written and shall not be deemed to be a waiver of or consent to, or modification of in any respect, any other term or condition in the Stockholders Agreement. Except as expressly waived hereby, all of

the terms and provisions of the Stockholders Agreement are and shall remain in full force and effect.

4. Authorization. This Waiver and Consent has been duly authorized and executed by each of Wynn and Aruze and is a valid and binding waiver and consent of each such party, enforceable against each such party in accordance with its terms.

IN WITNESS WHEREOF, this Waiver and Consent has been duly executed and delivered by Wynn and a duly authorized officer of Aruze on the day and year first written above.

	/s/ Stephen A. Wynn
	Name: Stephen A. Wynn


	ARUZE USA, INC.


	/s/ Kazuo Okada
	Name: Kazuo Okada
	Title: President