UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
Check the appropriate box:
¨ | Preliminary Proxy Statement | |||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
¨ | Definitive Proxy Statement | |||
¨ | Definitive Additional Materials | |||
x | Soliciting Material Pursuant to §240.14a-12 | |||
WYNN RESORTS, LIMITED | ||||
(Name of Registrant as Specified In Its Charter) | ||||
KAZUO OKADA UNIVERSAL ENTERTAINMENT CORPORATION ARUZE USA, INC. | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies:
| |||
| ||||
(2) | Aggregate number of securities to which transaction applies:
| |||
| ||||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| ||||
(4) | Proposed maximum aggregate value of transaction:
| |||
| ||||
(5) | Total fee paid: | |||
| ||||
¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid:
| |||
| ||||
(2) | Form, Schedule or Registration Statement No.:
| |||
| ||||
(3) | Filing Party:
| |||
| ||||
(4) | Date Filed:
| |||
|
Aruze USA, Inc.
745 Grier Drive, Las Vegas, Nevada 89119
Aruze USA Issues Statement on
October 2 Hearing Before Nevada District Court
LAS VEGAS, NEVADA, October 2, 2012 Aruze USA, Inc. issued the following statement following todays hearing before the Nevada District Court on Aruze USAs motion for a preliminary injunction and its writ of mandamus:
We are disappointed by this decision, which for the moment denies Aruze USA of its rights to nominate and vote for independent directors willing to stand up to Steve Wynn and promote good corporate governance that puts the interests of shareholders first. We are carefully evaluating an appeal of the Courts ruling.
It is important to note that this ruling does not speak to the merits of Wynn Resorts claims against Aruze and Mr. Okada, and Mr. Okadas counterclaim against Wynn Resorts, Mr. Wynn, and the other Wynn directors that the forced redemption of Aruze USAs stock was unlawful. We look forward to a trial where a jury will determine whether the redemption of Aruze USAs 20 percent stake in Wynn Resorts was unauthorized, unjustified and motivated by Steve Wynns desire to disenfranchise a vocal critic and consolidate his power.
Finally, this ruling has no bearing on the ongoing investigations into the suspicious $135 million donation by Wynn Resorts to the University of Macau Development Foundation.
Separately, we are pleased the court recognizes Mr. Okadas rights as a director to finally review the records and files related to the Wynn donation. As we have argued to the Court, this donation raises a number of troubling questions, both because of its size and the ties between the Macau government (which has ultimate authority over the gaming sector) and the trustees of the University of Macau Development Foundation.
MEDIA CONTACTS:
Chris Gidez, H+K Strategies, 1-212-885-0480 (office), 1-914-319-6582 (mobile)
Steve Getzug, H+K Strategies, 1-310- 633-9444 (office), 1-213-219-8990 (mobile)
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Mr. Kazuo Okada, a founder and member of the board of directors of Wynn Resorts, Limited, Universal Entertainment Corporation (Universal) and its subsidiary, Aruze USA, Inc. (Aruze and, together with Mr. Okada and Universal, the Universal Group) intend to file a proxy statement with the Securities and Exchange Commission (the SEC) to be used to solicit votes for the election of a slate of director nominees at the 2012 annual meeting of stockholders of Wynn Resorts, Limited, a Nevada corporation.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SECS WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE UNIVERSAL GROUP WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The participants in the proxy solicitation are Mr. Kazuo Okada, a citizen of Japan, Aruze USA, Inc., a Nevada corporation (Aruze), Universal Entertainment Corporation, a company organized under the laws of Japan (together with Mr. Okada and Aruze, the Universal Group), Professor Jonathan R. Macey and Mr. Fredric G. Reynolds (collectively, the Participants). Information relating to the Participants is contained in the Schedule 13D relating to the common stock, par value $0.01 per share, of the Wynn Resorts, Limited filed by the Universal Group with the SEC on November 13, 2002, as amended by amendment nos. 1 through 9 thereto. Neither Professor Macey nor Mr. Reynolds has any direct or indirect interest in the Universal Resorts, Limited.
# # #