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
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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
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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.
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(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.
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<PAGE>
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
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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
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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.
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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.
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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
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