-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bgz7B5/4/FybfRYqf85lllJ0XLkD8i3q9rVAeC1liDmWIXP7jFJGfPfc/FjHNXKP uHGxrh/AnnfIc9IzGqpjsQ== 0000904396-96-000004.txt : 19960620 0000904396-96-000004.hdr.sgml : 19960620 ACCESSION NUMBER: 0000904396-96-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960619 SROS: NYSE SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIRAGE RESORTS INC CENTRAL INDEX KEY: 0000042246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880058016 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19658 FILM NUMBER: 96583045 BUSINESS ADDRESS: STREET 1: 3260 SOUTH INDUSTRIAL ROAD CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027917111 MAIL ADDRESS: STREET 1: 3400 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN NUGGET INC DATE OF NAME CHANGE: 19910813 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNN STEPHEN A CENTRAL INDEX KEY: 0000904396 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3400 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027917111 MAIL ADDRESS: STREET 1: 3400 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Mirage Resorts, Incorporated (Name of Issuer) Common Stock, Par Value $.004 Per Share (Title of Class of Securities) 60462E 10 4 (CUSIP Number) Peter C. Walsh (702) 792-4868 Mirage Resorts, Incorporated 3260 South Industrial Road, Las Vegas, Nevada 89109 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 9 Pages CUSIP No. 60462E 10 4 Page 2 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Wynn, ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not Applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 29,812,164 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 29,812,164 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,812,164 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2%. 14 TYPE OF REPORTING PERSON IN 2 This Amendment No. 10 amends and supplements the Schedule 13D, as most recently amended by Amendment No. 9 thereto dated August 27, 1993 (the "Schedule 13D"), of Stephen A. Wynn (the "Reporting Person") with respect to the Common Stock, $.004 par value (the "Common Stock"), of Mirage Resorts, Incorporated, a Nevada corporation (the "Issuer"). All information in this Amendment No. 10 has been adjusted to give retroactive effect to a two-for-one split of the Common Stock which became effective on June 17, 1996. Item 5. Interest in Securities of the Issuer. Paragraphs (a) and (c) of the Schedule 13D are hereby amended as follows: (a) On the date hereof, the Reporting Person beneficially owns 29,812,164 shares of Common Stock (including 12,150,000 shares which he has the right to acquire upon the exercise of employee stock options which are currently exercisable or become exercisable within 60 days from the date hereof), constituting an aggregate of approximately 15.2% of the sum of the 184,517,416 shares of Common Stock outstanding at June 18, 1996 plus the 12,150,000 shares that the Reporting Person has the right to acquire. Such 29,812,164 shares do not include 235,000 shares of Common Stock beneficially owned by Elaine P. Wynn, the Reporting Person's wife, as separate property, as to which shares the Reporting Person disclaims beneficial ownership. 3 (c) On August 16, 1995, the Board of Directors of the Issuer granted the Reporting Person a non-qualified stock option (the "Option"), pursuant to the Issuer's 1993 Stock Option and Stock Appreciation Rights Plan, to purchase 2,000,000 shares of Common Stock at an exercise price of $16.1875 per share. The Option becomes exercisable in cumulative 20% annual installments commencing on August 16, 1996 and will expire on August 16, 2005. The shares of Common Stock reported herein as being beneficially owned by the Reporting Person include the 400,000 shares subject to the Option which vest on August 16, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Paragraph 5(c) of this Amendment No. 10 is incorporated herein by reference. A copy of the agreement pursuant to which the Option was granted is filed as an exhibit to this Amendment No. 10. Item 7. Material to Be Filed as Exhibits. 1. 1993 Non-Qualified Stock Option Agreement between the Issuer and the Reporting Person. 4 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. Date: June 19, 1996 STEPHEN A. WYNN Stephen A. Wynn 5 EX-1 2 MIRAGE RESORTS, INCORPORATED 1993 NON-QUALIFIED STOCK OPTION AGREEMENT This Agreement is entered into as of August 16, 1995 (the "Effective Date"), by and between Mirage Resorts, Incorporated ("MRI") and Stephen A. Wynn ("Grantee"), pursuant to MRI's 1993 Stock Option and Stock Appreciation Rights Plan (the "Plan"). 1. MRI hereby grants to Grantee a Non-Qualified Option to purchase 1,000,000 shares of MRI's $.008 par value common stock (the "Shares") at a price of $32.375 per share (the "Options"). 2. The term of the Options shall be for a period of ten years, commencing on the effective date, except as otherwise expressly provided below with respect to the earlier or later termination of the Options. 3. The Options may be exercised only as follows: (a) No portion of the Options may be exercised prior to the expiration of the one (1) year period commencing on the Effective Date, at which time twenty percent (20%) of the Options may be exercised; (b) Upon the expiration of each additional one (1) year period, an additional twenty percent (20%) of the Options may be exercised so that upon the expiration of the five (5) year period commencing on the Effective Date, all of the Options may be exercised. (c) The Options may not be exercised as to less than 1,000 Shares at any one time unless they are exercised with respect to all of the Shares then subject to exercise; and (d) Except as otherwise expressly provided herein, the Options may be exercised at any time or from time to time during their term as to any part of or all of the Shares subject thereto. Notice of any exercise of the Options shall be in writing and delivered in person or by registered or certified mail to MRI at its principal office at 3400 Las Vegas Blvd., S., Las Vegas, NV 89109. Such notice shall state the number of Shares with respect to which the Options are being exercised and shall be accompanied by full payment EXHIBIT 1 6 for all Shares being purchased, which may consist of cash or the delivery of Shares, to be valued for such purpose at the fair market value of such Shares as of the close of business on the day prior to exercise. MRI shall deliver to Grantee a certificate or certificates evidencing such Shares as soon as practicable after such notice and payment is received. MRI's Board of Directors or any Committee appointed pursuant to the Plan may waive any limitations upon exercise contained herein. 4. The Options shall not be assignable or transferable by Grantee by operation of law or otherwise except by will or the laws of descent and distribution, shall not be subject to execution, attachment or similar process and during the Grantee's lifetime, may only be exercised by the Grantee or in the event of his incapacity, his guardian or legal representative. 5. Except as provided in paragraph 6 hereof, in the event of the termination of Grantee's employment or other relationship with MRI or any subsidiary or affiliated corporation of MRI, the Options shall terminate as to any Shares which were not subject to exercise as of the date of termination. With respect to Shares subject to exercise as of the date of termination, Grantee may exercise the Options as to such Shares only within the three month period following the date of termination and following the expiration of such three month period, the Options shall terminate unless Grantee has been rehired or re-engaged and is employed or engaged on the date when the Options would otherwise terminate. A leave of absence approved in writing by MRI's Board of Directors or any Committee appointed pursuant to the Plan shall not be deemed termination of Grantee's employment or other relationship, but Grantee may not exercise any Options during such leave of absence except during the first three months thereof. Notwithstanding anything in this paragraph 5 to the contrary, if the Grantee is subject to Section 16(b), upon termination of the Grantee's employment or other relationship with MRI or upon commencement of an approved leave of absence, Grantee's right to exercise any Options shall not expire until the first day after the date on which the exercise of such Options would not subject the Grantee to Section 16(b) liability. Nothing in this Agreement shall confer upon Grantee any rights except as specifically provided herein or any right to continue any relationship with or to remain in the employ of MRI or any subsidiary or affiliated corporation of MRI or interfere with MRI's or any such other corporation's rights to terminate his employment or other relationship at any time for any reason. 7 6. If the Grantee shall die or become Permanently Disabled while employed by or during the period of any other relationship with MRI, or any subsidiary or affiliated corporation of MRI, the Options may be exercised (to the extent otherwise permitted hereunder as of the date of death or Permanent Disability) by Optionee or Optionee's Successor at any time within one year after the date of death or Permanent Disability, irrespective of the time limitations contained in Paragraphs 2 and 5 hereunder but the Options shall terminate in all events following the expiration of such one year period. 7. If, after the date hereof, MRI shall effect or become a party to any stock dividend, stock split, recapitalization, merger, consolidation, reorganization or similar event affecting its outstanding Shares, the Shares subject to these Options and the purchase price thereof shall be proportionately and equitably adjusted in the customary manner without change in the total consideration payable upon exercise of the Options or any portion thereof consistent with the provisions of the Plan and MRI and the Grantee shall each have the other rights and obligations specified in the Plan upon the occurrence of any such events. Adjustments and determinations under this paragraph 7 shall be made by the Board of Directors of MRI, whose decisions shall be final, binding and conclusive. 8. Grantee shall not have any of the rights of a shareholder of MRI until certificates evidencing all Shares purchased hereunder are properly delivered to him. Notwithstanding any provision to the contrary contained herein, the exercise of all or any portion of the Options and the delivery of certificates for Shares hereunder shall be subject to the condition that if at any time MRI shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or the listing, registration or qualification of any Shares otherwise deliverable upon such exercise upon any securities exchange or under any state or Federal law, or the consent or approval of any regulatory body, is necessary or desirable as a condition of, or in connection with, such exercise or the delivery of Shares thereunder, then in any such event, such exercise and delivery shall not be effective or made until such withholding, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to MRI. 9. This Agreement has been entered into pursuant to the Plan and is subject in all particulars to the terms, conditions and definitions set forth in the Plan, all of which are incorporated herein by this reference and made a part hereof. In the event of any conflict or inconsistency between any of the provisions of this Agreement and the Plan, the provisions of the Plan shall govern and control. 8 10. This Agreement shall be controlled, construed and enforced in accordance with the laws of Nevada. IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date specified herein. MIRAGE RESORTS, INCORPORATED By: BRUCE A. LEVIN Bruce A. Levin, Vice President and General Counsel STEPHEN A. WYNN Stephen A. Wynn 9 -----END PRIVACY-ENHANCED MESSAGE-----