8-K 1 form8k_120304.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2004 LAS VEGAS SANDS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 333-42147 04-3010100 ------------------------------- ------------------------ ------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3355 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109 ------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (702) 414-1000 -------------------- NOT APPLICABLE ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 7.01 REGULATION FD DISCLOSURE Las Vegas Sands, Inc. and its subsidiaries are sponsoring a plan for the development in Cotai, an area of reclaimed land in Macau, China, of a "Cotai Strip" designed to meet the demand generated by the rapidly-growing Asian gaming market. Las Vegas Sands, Inc. and its subsidiaries have submitted to the Macao government a development plan that comprises six resort hotel developments in addition to the Macao Venetian Casino Resort (which the Company currently plans to build, own and operate). The proposed development is expected to include hotels, exhibition and conference facilities, casinos (which the Company plans to operate through its subsidiaries), showrooms, shopping malls, spas, world-class restaurants and entertainment facilities and other attractions. The six hotel developments on the Cotai Strip will be developed, constructed and financed by independent lodging companies and investor groups. On December 3, 2004, Las Vegas Sands, Inc.'s subsidiaries Venetian Macau S.A. and Venetian Cotai S.A. entered into an agreement with Far East Consortium International Limited and its affiliate to cooperate in the development and operation of a resort hotel and casino project on the Cotai Strip. The agreement is non-binding except for certain limited provisions. The agreement sets forth a framework under which (x) Far East Consortium will develop, design and construct a resort hotel complex including a space to house a casino/showroom, and (y) Venetian Macau and Venetian Cotai will build out and operate the casino/showroom under a lease from Far East Consortium, construct the Macao Venetian Casino Resort and develop, maintain and renew certain publicly accessible parks and other areas. The hotel is expected to have 2,000 rooms operated by an internationally recognized hotel management group, and is expected to be expanded to 3,000 rooms upon the achievement of certain events. The casino/showroom space is expected to be approximately 140,000 square feet. The agreement with Far East Consortium provides for completion of the property within six months of the completion of the Macao Venetian Casino Resort. ITEM 8.01. OTHER EVENTS On December 3, 2004, following the recent enactment of legislation legalizing slot machine gaming in Pennsylvania, Las Vegas Sands, Inc. entered into a contribution agreement with Bethworks Now, LLC ("BETHWORKS"), the current fee owner of an approximately 124 acre site located in Bethlehem, Pennsylvania. If a slot machine license under the new legislation is granted for the site, the parties intend to jointly own and develop the property for use as a casino complex and, potentially, a hotel with meeting rooms and retail, restaurant, movie theater, office and other commercial uses. Simultaneously with the execution of the contribution agreement, Las Vegas Sands, Inc. paid approximately $2.25 million to Bethworks to partially reimburse Bethworks for property-related expenses previously incurred by Bethworks. Until the gaming license is obtained, Las Vegas Sands, Inc. will pay all ongoing operating expenses with respect to the property. When and if the license is obtained, Las Vegas Sands, Inc. is required to make a $2 million payment to Bethworks and the entire property will be contributed by Bethworks to a Bethworks-Las Vegas Sands, Inc. subsidiary joint venture. 3 The Bethlehem development is subject to a number of conditions, including obtaining the gaming license. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LAS VEGAS SANDS, INC. By: /s/ Scott D. Henry ----------------------------- Name: Scott D. Henry Title: Chief Financial Officer Date: December 8, 2004

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): October 21, 2004

LAS VEGAS SANDS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-42147	04-3010100
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3355 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA	89109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 414-1000

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 29, 2004, the Company acquired all of the capital stock of Interface Group Holding Company Inc. (Interface Holding) from its principal stockholder in exchange for the issuance to the principal stockholder of 220,370 additional shares of its common stock. Interface Holding indirectly owns the Sands Expo and Convention Center and holds the $252.6 million Redeemable Preferred Interest in Venetian Casino Resort, LLC. The Company accounted for this acquisition as a reorganization of entities under common control, in a manner similar to a pooling-of-interests.

On October 12, 2004 the Company filed on a Form 8-K the audited consolidated financial statements of Interface Holding for the year ended December 31, 2003, the report of independent auditors related thereto, and the unaudited consolidated financial statements as of June 30, 2004, and for the six months ended June 30, 2003 and 2004 of Interface Holding.

Pursuant to the requirements of APB 16, the Company is filing as Exhibit 99.1 summary financial information set forth under Section 1-02(bb) of Regulation S-X for the first one month of combined operations.

The financial information filed herewith only covers the first one month of combined operations as required by APB 16. Accordingly, these results are not indicative of the results of operations of the Company to be expected any other month, for the third quarter of 2004, or for any other future period, and should not be relied upon as such.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 - Summary financial information (unaudited).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 21, 2004

LAS VEGAS SANDS, INC. By: /s/Harry D. Miltenberger —————————————— Name: Harry D. MiltenbergerTitle: Chief Accounting Officer, Vice President-Finance

INDEX TO EXHIBITS

Exhibit Number Description

99.1 Summary financial information (unaudited)

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