UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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, 1999
(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 [ ].
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>
CUSIP No. 60462E 10 4
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
23,877,986
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
23,877,986
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
23,877,986
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON
IN
2
<PAGE>
This Amendment No. 15 amends and supplements the Schedule
13D, as most recently amended by Amendment No. 14 thereto
dated August 10, 1998 (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. 15 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 23,877,986 shares of Common
Stock (including 13,215,822 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
11.3% of the sum of the 198,797,001 shares of Common
Stock outstanding at May 31, 1999 plus the 13,215,822
shares that the Reporting Person has the right to
acquire. Such 23,877,986 shares do not include
252,990 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
<PAGE>
(c) On August 16, 1995, the Stock Option
Committee of the Board of Directors of the Issuer
granted the Reporting Person a non-qualified stock
option (the "Original Option"), pursuant to the
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
Original Option became exercisable in cumulative 20%
annual installments commencing on August 16, 1996
and had an expiration date of August 16, 2005. On
December 13, 1998, the Reporting Person surrendered
the Original Option in exchange for the grant of a
new non-qualified stock option (the "Replacement
Option"), pursuant to the Issuer's 1995 Stock Option and
Stock Appreciation Rights Plan, to purchase 1,832,278
shares of Common Stock at an exercise price of $14.375
per share, the market price of the Common Stock on the
date of grant. The Replacement Option has the same
vesting schedule as the Original Option (i.e., the
Replacement Option is currently exercisable as to 60%
of the shares and the balance is exercisable in equal
installments on August 16, 1999 and August 16, 2000)
and the same expiration date. The shares of Common
Stock reported herein as being beneficially owned by
the Reporting Person include the 366,455 shares subject
to the Replacement Option which become exercisable on
August 16, 1999.
4
<PAGE>
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. 15 is incorporated herein by reference.
The agreement pursuant to which the Original Option
was granted, and the memorandum confirming the grant
of the Replacement Option, are filed as exhibits to
this Amendment No. 15.
Item 7. Material to Be Filed as Exhibits.
1. 1993 Non-Qualified Stock Option Agreement between
the Issuer and the Reporting Person. Incorporated
by reference to Exhibit 1 to Amendment No. 10 to
the Schedule 13G, dated June 19, 1996.
2. Memorandum dated January 8, 1999 confirming grant
of Replacement Option.
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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 18, 1999
STEPHEN A. WYNN
___________________
STEPHEN A. WYNN
6
M I R A G E R E S O R T S
To: Stephen A. Wynn Date: January 8, 1999
MRI
From: Peter C. Walsh
Re: Stock Options
This letter confirms that you have elected to accept the
exchange offer described in Daniel R. Lee's memorandum dated
December 11, 1998. You have been granted the following
replacement options to replace your previous options with an
exercise price above $14.375:
<TABLE>
<CAPTION>
Previous Options/1993 Plan:
<C> <C>
Number Exercise Price
--------- --------------
2,000,000 $16.1875
</TABLE>
<TABLE>
<CAPTION>
Replacement Options/1995 Plan:
<C> <C>
Number Exercise Price
--------- --------------
1,832,278 $14.375
</TABLE>
If you would like to receive a prospectus covering your
replacement options, please contact Sue Walker at 693-7129.
Exhibit 2
