The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUSTABLE OF GUARANTORS

Exact Name of Registrant as Specified in its Charter*		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code		I.R.S. Employer Identification Number
Backside, L.P.		Pennsylvania		7011		20-2157233
Downs Racing, L.P.		Pennsylvania		7011		20-2157338
Mill Creek Land, L.P.		Pennsylvania		7011		20-2157263
Mohegan Basketball Club LLC		Mohegan Tribe of Indians of Connecticut		7011		03-0509165
Mohegan Commercial Ventures PA, LLC		Pennsylvania		7011		06-1737551
Mohegan Golf, LLC		Mohegan Tribe of Indians of Connecticut		7011		84-1719756
Mohegan Ventures-Northwest, LLC		Mohegan Tribe of Indians of Connecticut		7011		59-3788277
Mohegan Ventures Wisconsin, LLC		Mohegan Tribe of Indians of Connecticut		7011		68-0645336
MTGA Gaming, LLC		Delaware		7011		26-0636884
Northeast Concessions, L.P		Pennsylvania		7011		20-2157284
Wisconsin Tribal Gaming, LLC		Delaware		7011		68-0645337

$225,000,000

c/o Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated January 27, 2014

PROSPECTUS

$500,000,000

Mohegan Tribal Gaming Authority

Offer To Exchange

7 ¹/8%9.75% Senior Subordinated Notes due 2014,2021,

Which Have Been Registered Under the Securities Act,

For Any And All Outstanding

7 ¹/8%9.75% Senior Subordinated Notes due 20142021

Interest Payable February 15March 1 and August 15,September 1, Beginning on February 15, 2005March 1, 2014

We are offering to exchange all of our 7 ¹/8%9.75% senior subordinated notes due 20142021 registered under the Securities Act, which we refer to as the exchange notes, for our unregistered outstanding 7 ¹/8%9.75% senior subordinated notes due 2014,2021, which we refer to as the outstanding notes. References to notes means the outstanding notes and the exchange notes collectively. Our wholly-owned subsidiary,subsidiaries, Mohegan Basketball Club LLC, isMohegan Commercial Ventures PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P. Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC are the guarantorguarantors of the notes on an unsecured senior subordinated basis. The terms of the exchange notes are substantially identical to the terms of the outstanding notes except that the exchange notes are registered under the Securities Act of 1933 and, therefore, are freely transferable.

Material Terms of the Exchange Offer

Please see “Risk Factors” beginning on page 1514 for a discussion of factors that you should consider in connection with the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to anthe exchange offer described in this prospectus must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. IfThe Letter of Transmittal provided in connection with the exchange offer states that by so acknowledging and by delivering a prospectus, a broker-dealer acquiredwill not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, suchactivities. We have agreed that, for a period of 180 days after the expiration date (as described herein), we will make this prospectus available to any broker-dealer mayfor use the prospectus for the exchange offer, as supplemented or amended, in connection with resalesany such resale. See “Plan of the exchange notes.Distribution.”

We are not making this exchange offer in any state or jurisdiction where it is not permitted.

None of the National Indian Gaming Commission, the Bureau of Indian Affairs, the U.S. Securities and Exchange Commission or any other federal or state agency has approved or disapproved of the notes to be exchanged in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             November 16, 2004.

Table of ContentsTABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

i

RISK FACTORS

You should consider carefully the following risk factors, as well as all other information contained in this prospectus, before tendering your outstanding notes for exchange notes in this exchange offer.

Risks Related to Our BusinessIndebtedness

Our substantial indebtedness could adversely affect adversely our financial condition.

We currently have and will continue to have a significantsubstantial amount of indebtedness. As of JuneSeptember 30, 2004, we had outstanding long-term2013, our debt totaling $1.03totaled approximately $1.7 billion. In addition, as of June 30, 2004, we had borrowing capacity under the bank credit facility of up to $382.7 million, of which $98.7 million was outstanding. Assuming we had fully drawn all possible amounts available under our recently amended bank credit facility as of the date of this prospectus, we would have had $600.0 million of borrowings outstanding under the facility.

Our substantial indebtedness could have important consequences to you and significant adverse effects on our business. Such adverse effects include, but are not limited to, the following:

Mohegan Sun’sIn addition, our bank credit facilities and the indentures governing our existing senior and senior subordinated notes contain, and the agreements evidencing or governing other future indebtedness may contain, restrictive covenants that limit our ability to engage in activities that may be in our best interests. Our failure to generate sufficient cash flowscomply with those covenants could prevent us from fulfillingresult in an event of default which, if not cured or waived, could result in the acceleration of the required repayment of some or all of our debt service obligations.indebtedness.

We, rely primarilythe Tribe and our wholly-owned subsidiaries may not be subject to federal bankruptcy laws, which could impair the ability of creditors to participate in the realization on cash flows generated by gaming operationsour or our subsidiaries’ assets or the restructuring of Mohegan Sunrelated liabilities if we are unwilling or unable to meet our debt service obligations. Our financial condition

We, the Tribe and operationsour wholly-owned subsidiaries that are Tribal entities may or may not be subject to, many financial, economic, political, competitiveor permitted to seek protection under, federal bankruptcy laws since an Indian tribe and regulatory factors beyondwe, as an instrumentality of the Tribe, may or may not be eligible to be a debtor under the U.S. Bankruptcy Code. Therefore, our control. If Mohegan Sun is unable to generate sufficient cash flows, we may be unable to meet our debt service obligations with respect to our outstanding indebtedness. We could be required to, among other things, reduce or delay planned capital expenditures, dispose of some of our assets and/or seek to restructure some or all of our debt. We cannot assure you that any of these alternatives could be effected on satisfactory terms, if at all, and if effected, would not have a material adverse effect on our operations.

If we are not able to compete successfully with existing and potential competitors, wecreditors may not be able to generate sufficient cash flows.

Under current law, outsideseek liquidation of Atlantic City, New Jersey, full-scale commercial casino gaming in the northeastern United States may be conducted only by federally recognized Indian tribes operating under federal Indian gaming lawsour or on cruise ships in international waters. In recent years, there has been an increase in the number of Indian tribes seeking to engage in full-scale commercial casino gaming in the northeastern United States and in the number of individual groups seeking to obtain federal recognition as Indian tribes so that they may engage in commercial casino gaming in the northeastern United States. After obtaining federal recognition

and before full scale commercial casino gaming operations may commence, a tribe must, among other things, have land taken into trust by the federal government, negotiate a gaming compact with the state in which they intend to engage in commercial casino gaming, adopt a tribal gaming ordinance and construct a facility. A tribe may also need to negotiate a gaming management agreement and obtain financing to construct a facility. As described below, many Indian tribes and individual groups seeking to gain federal recognition as Indian tribes are pursuing commercial casino gaming in the northeastern United States.

A number of states, including Maine, Massachusetts, Rhode Island, Pennsylvania and New York, have considered legalizing one or more forms of commercial casino gaming by non-Indians in one or more locations. In July 2004, Pennsylvania legalized commercial slot machine gaming by non-Indians. Based on internal analysis of the existing and potential gaming market in the northeastern United States, we believe that competition from other commercial casino gaming operations will continue to increase in the future.

Since the completion of the Project Sunburst expansion in June 2002, including our approximately 1,200-room luxury hotel, we have broadened Mohegan Sun’s target market beyond day-trip customers to include guests making overnight stays at the resort. Consequently, Mohegan Sun now competes more directly for customers with casinos in Atlantic City, New Jersey. Many of these casinos have greater resources and greater name recognition than Mohegan Sun.

The existing gaming industry in the northeastern United States is highly competitive. Mohegan Sun currently competes primarily with Foxwoods Resort Casino, or Foxwoods, operated by the Mashantucket Pequot Tribe. Foxwoods is approximately ten miles from Mohegan Sun and is the largest gaming facility in the United States in terms of total gaming positions. Foxwoods has been in operation for approximately twelve years and may have greater financial resources and greater operating experience than us or the Tribe. In addition, Foxwoods has offered certain amenities to its guests for a significantly longer duration than Mohegan Sun, such as hotel accommodations and convention center services.

In the spring of 2003, the Mashantucket Pequot Tribe announced a $99 million expansion at Foxwoods, which was substantially completed in late summer 2004. The expansion includes approximately 120,000 square feet of additional gaming space to accommodate approximately 1,000 slot machines, including 140 new dual-use bingo/slot machines, and 200 smoke-free bingo seats; a 2,100 car parking garage; 7,500 square feet of food and beverage space featuring a Hard Rock Café; and 6,000 square feet of retail space. The Mashantucket Pequot Tribe is also currently constructing two golf courses, with a golf academy, a 50,000 square foot clubhouse and golf villas. The golf courses are expected to be opened in the spring of 2005.

Mohegan Sun also currently faces competition from several casinos and gaming facilities located on Indian tribal lands in New York, and to a lesser extent from racetracks in New York that operate Video Lottery Terminals, or VLTs. New York has six federally recognized tribes located in the central, northern and western parts of the state. Three of these tribes, the Oneida Nation of New York, the Seneca Nation and the St. Regis Mohawk Tribe of New York, currently engage in casino gaming. In addition to these three tribes, other Indian tribes have announced potential casino projects, which, if completed, will add significant casino space and hotel rooms to the northeastern United States gaming market. In addition, four racetracks located in Monticello, Saratoga Springs, Farmington and Buffalo, New York currently operate an aggregate of approximately 5,100 VLTs. On July 7, 2004 the Appellate Division of the New York State Supreme Court ruled that the legislation authorizing VLTs at these racetracks violated the state constitution provision that all revenue from lottery games be dedicated to education aid; however, the Court unanimously ruled that Indian owned casinos could still be operated in New York. Despite the New York State Supreme court ruling, VLTs at racetracks are still currently operating.

In October 2001, the New York State Legislature approved legislation that permitted as many as six casino gaming operations by Indian tribes in New York, in addition to the Oneida Nation’s Turning Stone casino and St. Regis Mohawk Tribe’s Akwesasne Casino already in operation. Up to three of these additional casinos may

be owned by the Seneca Nation and three may be located in either Ulster County or Sullivan County. The Seneca Nation opened one of these additional gaming operations, the Seneca Niagara Casino, in December 2002 in Niagara Falls, New York. In May 2004, the Seneca Nation opened its second facility, an approximately 125,000 square foot temporary facility on its reservation in Salamanca, New York, with construction of a permanent facility scheduled to begin later this year. The Seneca Nation may also operate one additional gaming operation in western New York pursuant to the gaming compact negotiated with the Governor of New York.

The Oneida Nation of New York operates Turning Stone Casino Resort on its reservation near Syracuse, New York, approximately 270 miles from Mohegan Sun. The Oneida Nation has begun an approximately $308.0 million expansion effort at Turning Stone, which will include, among other things, the addition of approximately 400 hotel rooms and suites and increase overall gaming space by approximately 30,000 square feet. In October 2004, the Oneida Nation partially opened its expanded convention space and a new 19-story hotel at Turning Stone. Substantial completion of the expansion is expected in early 2005. In June 2004, the New York State Supreme Court ruled that the Oneida Gaming Compact with the State of New York was invalid because the compact had not been approved by the state legislature. According to recent news reports, the NIGC has warned the Oneida Nation to resolve its compact dispute with the State of New York or they may face enforcement actions.

The St. Regis Mohawk Tribe opened a casino located in Hogansburg, New York, near the Canadian border in April 1999. The St. Regis Mohawk Tribe recently reached an agreement with the State of New York on a new compact that will, among other things, permit the tribe to install slot machines at the casino in exchange for payments to the State of New York. In April 2001, the St. Regis Mohawk Tribe entered into an agreement with Park Place Entertainment Corporation, now Caesars Entertainment, a Nevada based gaming and entertainment company, for exclusive rights to develop a casino project in Sullivan County, New York. In August 2001, the St. Regis Mohawk Tribe signed an agreement with Sullivan County to build a $500.0 million resort on Anawana Lake at Kutsher’s Resort and Country Club in the Catskills. In October 2003, the Bureau of Indian Affairs, or BIA, published a notice in the Federal Register of its intent to take 66 acres of land at this site into trust for the St. Regis Mohawk Tribe pending review and approval of an environmental impact statement. In November 2003, the St. Regis Mohawk Tribe and Caesars Entertainment signed an amended management and development agreement to govern the construction and operation of their planned resort in Sullivan County. In addition to settling its Hogansburg casino compact dispute with the State of New York, the St. Regis Mohawk Tribe also has reached a tentative agreement with the State of New York to settle its land claims disputes. The settlement is subject to the approval of the tribal membership, with voting scheduled for November 2004. We believe the settlement of the tribe’s land claim dispute and reaching a compact for the tribe’s Hogansburg casino may clear the way for the tribe to obtain a compact regarding their planned gaming facility to be constructed in Sullivan County.

In April 2004, the Cayuga Indian Nation of New York, a federally recognized Indian tribe without a reservation, received approval of their land into trust application from the Eastern Area Office of the BIA. The tribe requested that the United States take approximately 30 acres of land located adjacent to the Monticello Raceway into trust for the benefit of the tribe for the purposes of conducting gaming. If approved by the BIA, the tribe, in conjunction with Empire Resorts, Inc. as its developer and manager, intends to construct and operate a casino resort at the site. In June 2004, the Governor of New York and Cayuga tribal leaders announced they had signed a memorandum of understanding that would, among other things, settle the tribe’s land claim against New York and require the Governor of New York to negotiate a compact with the tribe to conduct gaming at the site. In August 2004, the office of the Governor of New York announced that talks ended between the state and the Cayuga Nation after the tribe rejected the state’s comprehensive land settlement agreement, which we believe will delay the Cayuga tribe obtaining a gaming compact with the state necessary to operate a casino in Sullivan County.

Currently, there are no non-Indian casinos operating in New York, and the establishment of non-Indian commercial casino operations would require the approval of two successive state legislatures, followed by the voters in a statewide referendum.

In Connecticut, the Historic Eastern Pequot Tribe, located in North Stonington, received federal recognition in June 2002 and has announced its intention to develop a casino in southeastern Connecticut. The Schaghticoke Tribal Nation, located in Kent, received federal recognition in January 2004, and has expressed an interest in developing a casino in the western part of the State. Both federal recognition decisions have been appealed to the Interior Board of Indian Appeals, or IBIA. Other groups of individuals in Connecticut are seeking federal recognition as Indian tribes with the announced intention of establishing gaming operations; however, the BIA is not actively considering any of these applications for federal recognition. Some of these groups have publicized the existence of financial backers for the future construction of gaming facilities.

In fiscal year 2004, the BIA made final determinations denying federal recognition for one Connecticut tribe, the Golden Hill Paugussett Tribe, and two bands of Nipmuc tribes located in Massachusetts. Both bands of the Nipmuc tribes and the Golden Hill Paugussett Tribe filed appeals with the IBIA in September 2004. In October 2004, the IBIA agreed to accept the Nipmuc tribes’ appeal and an appeals board within the BIA rejected the Golden Hill Paugussetts’ request to reconsider their denial of the tribe’s federal recognition.

Several other states in New England have considered the legalization of full-scale commercial casino gaming by Indian tribes and non-Indians. In Rhode Island, the state’s two pari-mutuel facilities, Lincoln Greyhound Park and Newport Grand Jai Alai, offer approximately 3,510 VLTs with approval from the state to add an aggregate of approximately 800 VLTs. In October 2004, Lincoln Greyhound Park announced that it will install the remaining approved slot machines, approximately 460, in May 2005. In addition, this year the Rhode Island state legislature approved a referendum to be included on the November 2004 ballot to determine whether a casino operated by an affiliate of Harrah’s Entertainment, in conjunction with the Narragansett Tribe, should be permitted in West Warwick, Rhode Island. The Rhode Island Supreme Court provided an advisory opinion in August 2004 that the proposed casino referendum was unconstitutional, and the Superior Court subsequently ruled that the referendum could not be placed on the November 2004 ballot. It has been reported that Harrah’s and the Narragansett Tribe will pursue a referendum for the November 2005 ballot. In Massachusetts, the state legislature has not authorized commercial gaming; however, several Native American groups are seeking federal recognition with the announced intention of establishing gaming operations in Massachusetts. Attempts by one federally recognized tribe in Massachusetts, the Aquinnah Wamponoag Tribe of Martha’s Vineyard, to develop commercial casino gaming have been unsuccessful.

In Maine, casinos are prohibited; however one cruise boat operates out of Maine and provides casino gaming offshore. The legislature has also approved up to 1,500 slot machines for the Bangor Historical Raceway following passage of a statewide ballot measure in November 2003. In October 2004, the Maine Harness Racing Commission granted Penn National Gaming, Inc., or Penn National, an unconditional racing license for Bangor Historical Raceway for the 2004 racing season. The annual license represents the completion of the first regulatory approval necessary for Penn National to proceed with its proposed $74 million development project at the Bangor Historical Raceway, where it intends to operate approximately 1,500 slot machines by mid-2006. Penn National must still, among other things, obtain a gaming license before it can operate slot machines at the racetrack.

In July 2004, Pennsylvania’s governor signed into law legislation to legalize slot machines in that state for licensees to be chosen by a new state gambling control board. An aggregate of 61,000 slot machines may be permitted for up to 14 locations throughout Pennsylvania. The holders of racing licenses in Pennsylvania may apply for seven of the licenses available to operate slot machines at the racetracks. The Pocono Downs racetrack located in Wilkes-Barre, Pennsylvania, which we have agreed to acquire, is one of the sites eligible for a gaming license under the Pennsylvania legislation.

On August 2, 2004, Boyd Gaming and MGM Mirage announced a planned $200.0 million expansion of their jointly owned Borgata Hotel and Casino in Atlantic City, New Jersey. The expansion will add an additional 500,000 square feet to the facility, including more gaming space, retail and restaurant space, two additional nightclubs and a larger spa. Construction is expected to begin in December 2004. In October 2004, Boyd Gaming

and MGM Mirage announced a Phase II expansion, to begin during the first phase of its initial expansion and to be completed in mid-2007. The Phase II expansion will include a new hotel tower, containing approximately 800 guest rooms, a new spa, two swimming pools and additional meeting space.

We are unable to predict whether any of the efforts discussed above by other federally recognized Indian tribes, individual groups attemptingTribal entities’ assets or other action under federal bankruptcy laws. Also, the Gaming Disputes Court may lack powers typically associated with a federal bankruptcy court, such as the power to gain federal recognition as Indian tribesnon-consensually alter liabilities, direct the priority of creditors’ claims and liquidate certain assets. The Gaming Disputes Court is a court of limited jurisdiction and may not have jurisdiction over all creditors of ours or legalization of commercial casino gaming by non-Indians will lead to the establishment of additional commercial casino gaming operations in the northeastern United States. If established, we are uncertainour subsidiaries or over all of the impact such commercial casino gaming operations will have on our operationsterritory in which we and our abilitysubsidiaries carry on business.

Risks Related to meet our financial obligations.Our Business

YourA person or entity’s ability to enforce yourits rights against us is limited by our sovereign immunity and that of the Tribe, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and, MBC.to the extent applicable, the Pocono Downs subsidiaries and MTGA Gaming.

Although we, the Tribe, MBC, Mohegan Ventures-NW, Mohegan Golf, MVW, WTG and MBCto the extent applicable, the Pocono Downs subsidiaries and MTGA Gaming, or collectively, the Tribal entities, each have sovereign immunity and generally may not be sued without our and their respective consents, we, the Tribe, and MBC each have granted a limited waiver of sovereign immunity and consent to suit has been granted in connection with somesubstantially all of our outstanding indebtedness. SuchEach such waiver includes suits against us to enforce our obligation to repay certain outstanding indebtedness. Generally, waivers of sovereign immunity have been held to be enforceable against Indian tribes. In the event that any waiver of sovereign immunity is held to be ineffective, youa claimant could be precluded from judicially enforcing yourits rights and remedies as a noteholder.remedies. With limited exceptions, we, the Tribe, and MBCTribal entities have not waived sovereign immunity from private civil suits, including violations of the federal securities laws. For this reason, youa claimant may not have any remedy against us,any of the Tribe, or MBCTribal entities for violations of federal securities laws.

Disputes relatingIf an entity that has sovereign immunity waives its immunity and consents to the notes, the guarantee and the Indenturesuit in federal and/or state court, disputes may be brought in a federal or state court that has jurisdiction over the matter. However, federal courts may not exercise jurisdiction over disputes not arising under federal law or between litigants that are not citizens of different states, and some courts have ruled that an Indian tribe is not a citizen of any state for purposes of obtaining federal diversity jurisdiction. The extent to which state courts may not exercisewill assume jurisdiction over disputes arising on the Mohegan reservation.involving Indian tribes varies from state to state. In addition, the Tribe’s Constitution has established a special court, the Gaming Disputes Court, to rule on disputes with respect to Mohegan Sun. The federal and state courts, under the doctrines of comity and exhaustion of tribal remedies, may be required to (1) defer to the jurisdiction of the Gaming Disputes Court or (2) require that any plaintiff exhaust its remedies in the Gaming Disputes Court before bringing any action in federal or state court. Thus, there may be no available federal or state court forum for adjudication of a dispute with an entity that has sovereign immunity.

The limited waiver of sovereign immunity that has been granted in connection with our outstanding indebtedness additionally provides that in the event that none of the specified federal or state courts accept or exercise jurisdiction over a dispute, claims may be brought in arbitration proceedings with enforcement of arbitration awards in courts of competent jurisdiction. Such a dispute would not be decided by a judge, but by an arbitrator appointed in accordance with the commercial arbitration rules of the American Arbitration Association. The scope of a party’s ability to conduct discovery with respect to such a dispute.

The Tribe’s Constitution currently hasdispute, and the time in which the party is permitted to do so, are more limited than in a provisionjudicial proceeding. If any party does not prevail in a dispute before an arbitrator, that prohibitsparty’s ability to appeal the Tribe from enacting any law that would impair the obligations of contracts entered into in furtherancearbitrator’s decision will be limited. Federal and state courts typically are required to enforce a proper arbitration award without a re-examination of the development, construction, operation and promotionmerits of gaming on Tribal lands. However, this provision could be amended by the Tribe’s registered voters to impairdecision. Enforcement of arbitration awards in the obligation of such contracts.

Rights as a creditor are limited to our assets and those of MBC.

Any rights as a creditor in a bankruptcy, liquidation or reorganization or similar proceeding would be limited to our assets and the assets of MBC, and would not encompass the assets of our other subsidiaries that are not guarantors, the Tribe or its other affiliates.

We, the Tribe, and MBCGaming Disputes Court may not be subject to the federal bankruptcy laws, which could impair the abilitysame limitations on such re-examination.

If an event of default occurs in connection with our creditors to be repaid from the sale of our assets if we are unwilling or unable to meet our debt service obligations.

We, the Tribe, and MBC may not be subject to the federal bankruptcy laws. Thus,indebtedness, no assurance can be given that if an event of default occurs, a forum will be available to creditors other than arbitration with enforcement of arbitration awards in the Gaming Disputes Court. In such court, there are presently no guidinglimited precedents for the interpretation of Tribal law.law with respect to insolvency. Any execution of a judgment of the Gaming Disputes Court or any other court on Tribal lands will require the cooperation of the Tribe’s officials in the exercise of their police powers. Thus, to the extent that a judgment of the Gaming Disputes Court must be executed on Tribal

lands, the practical realization of any benefit of such a judgment will be dependent upon the willingness and ability of Tribal officials to carry out such judgment. In addition, the land on which the casino facilityMohegan Sun is located is owned by the United States in trust for the Tribe, and our creditors and the creditors of the Tribe may not foreclose upon or obtain title to the land. Additionally, although we do not presently hold any fee interest in real property, if we did in the future, federal law may not allow for real property interest to be mortgaged or, if mortgaged, transferred as a result of foreclosure.

Any rights as a creditor are limited to our assets and those of our guarantor subsidiaries.

Any rights as a creditor in a bankruptcy, if applicable, liquidation or reorganization or similar proceeding would be limited to our assets and the assets of our guarantor subsidiaries, and would not encompass the assets of any other subsidiary that is not a guarantor, the Tribe or its other affiliates.

Our failure to generate sufficient cash flows and current and future economic and credit market conditions could adversely affect our ability to fulfill our debt service obligations or refinance our indebtedness.

Our ability to make payments on and to refinance our indebtedness will depend upon our ability to generate cash flows from operations in the future and current and future economic and credit market conditions. Our ability to generate cash flows is subject to financial, economic, political, competitive, regulatory and other factors beyond our control. We continue to monitor revenues and expenditures to ensure continued compliance with our financial covenant requirements under both our bank credit facilities and note indentures. While we anticipate that we will remain in compliance with all covenant requirements for all periods prior to maturity, we may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If we are unable to satisfy our financial covenant requirements, we would need to obtain waivers or consents; however, we can provide no assurance that we would be able to obtain such waivers or consents. If we are unable to obtain such waivers or consents, we would be in default under our debt documents, which may result in cross-defaults under our other outstanding indebtedness and allow our lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of our outstanding indebtedness. If such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary to repay such accelerated indebtedness. There also is a risk that the banks that participate in our bank credit facilities may not be able to perform when we request additional funds to be advanced to us under our bank credit facilities. If funds are not available to be drawn under the terms of our bank credit facilities, we may not be able to secure additional financing.

Restrictions contained in theour bank credit facilityfacilities and the indentures to which we are a party may impose limits on our ability to pursue our business strategies.

TheOur bank credit facilityfacilities and the indentures to which we are a party contain customary operating and financial restrictions that limit our discretion on various business matters. These restrictions include, among other things, covenants limiting our ability to:

These restrictions may, among other things, reduce our flexibility in planning for, or reacting to, changes in our business and the gaming industry in general and thereby hurtmay negatively impact our financial condition, results of operations and our ability to meet our debt service obligations.

The

At September 30, 2013, our bank credit facility also requiresfacilities require us to maintain a fixed charge coverage ratio and not to exceed certain ratios of senior leverage and total leverage, and our term loan facility also requires us to maintain a first lien leverage ratio, all as defined inunder the bank creditapplicable facility. If these ratios are not maintained or are exceeded, as applicable, it may not be impossiblepossible for us to borrow additional funds to meet our financial obligations.

In addition, our indentures place certain limitations on our ability to incur indebtedness. Under these indentures, we are generally able to incur indebtedness that otherwise may be restricted, provided we meet a minimum fixed charge coverage ratio, as defined. If we were to fall below the minimum fixed charge coverage ratio, our ability to incur additional debt would be limited and subject to other applicable exceptions contained in the indentures, and the options available to us to refinance our existing indebtedness would be restricted. We may need to obtain waivers or consents from our lenders in order to obtain additional debt or refinance our existing debt on satisfactory terms; however, we cannot assure you that we would be able to obtain such waivers or consents. In such event, it may not be possible for us to borrow additional funds to meet our obligations or refinance our maturities. At September 30, 2013, we were below the minimum fixed charge coverage ratio.

Additionally, our failure to comply with covenants in our debt instruments could result in an event of default, which, if not cured or waived, could have a material adverse effect on us and could result in the acceleration of the required repayment of some or all of the then-outstanding amounts of such debt and an inability to make debt service payment.payments.

Our obligations under the relinquishment agreement could affect adversely our financial condition and prevent us from fulfilling our debt service obligations.

Pursuant to the terms of the relinquishment agreement, we are required, among other things, to pay TCA five percent of the revenues generated by Mohegan Sun during the 15-year period which commenced on January 1, 2000. During the nine months ended June 30, 2004 and the fiscal year ended September 30, 2003, we paid $42.2 million and $62.9 million in relinquishment payments, respectively. As of June 30, 2004, relinquishment payments earned but unpaid were $25.2 million.

This obligation consumesContinued weakness or a significant portion of our operating cash flows that might otherwise be available to, among other things, reduce indebtedness and fund working capital, capital expenditures and other general operating requirements. As a result, our flexibility in planning for, or reacting to, changes in our business and the gaming industry in general is reduced. This may place us at a disadvantage compared to our competitors that do not have such an obligation and thereby hurt our results of operations and our ability to meet our debt service obligations.

Afurther downturn in the regionalUnited States economy could negatively impact negatively our financial performance.

Primarily all of Mohegan Sun’s patrons arrive via automobile and are assumed to work or live in the northeastern United States. Moderate or severe economic downturns or adverse conditions in the northeastern United States may affect negatively our financial performance. During periods of economic contraction, our revenues may decrease while some of our costs remain fixed, resulting in decreased earnings. This is because theearnings since gaming and other leisure activities that we offer are discretionary expenditures and participation in such activities may decline during economic downturns because consumers have less disposable income. Even an uncertain economic outlook may adversely affect adversely consumer spending in our gaming operations and related facilities, because consumers spend less in anticipation of a potential economic downturn. Accordingly,

The most recent economic recession negatively impacted consumer confidence and the amount of consumer spending at Mohegan Sun and Mohegan Sun at Pocono Downs. Continued adverse economic conditions such as a prolonged regional, national or global economic downturn or slow growth, including periods of increased inflation, rising unemployment levels, tax rates, interest rates, energy and gasoline prices or declining consumer confidence could also further reduce consumer spending. Reduced consumer spending has and may continue to result in an adverse impact on our business, financial condition and operating results. Furthermore, uncertainty and adverse changes in the economy could also increase the cost and reduce the availability of sources of financing, which could have a material adverse impact on our financial condition and operating results. If adverse economic conditions continue or worsen, our business, assets, financial condition and results of operations could continue to be affected adverselyadversely.

Our diversification efforts may not be successful.

We receive and evaluate various opportunities to diversify our business interests. These opportunities primarily include the development and/or management of, investment in, or ownership of other gaming enterprises through direct investments, acquisitions, joint venture arrangements and loan transactions. We are currently pursuing diversification efforts in Clark County, Washington, Revere, Massachusetts and Philadelphia, Pennsylvania, and evaluating other opportunities in various jurisdictions. Each of these efforts may require various levels of regulatory or legislative approval, and may require the commitment of financial and capital resources, and a failure to achieve any such approval or to obtain or generate sufficient funds to meet such

financial or capital requirements may result in the termination of the respective project. Additionally, there can be no assurance that we will continue to pursue any of these opportunities or that any of them will be consummated.

The loss of a key management member could have a material adverse effect on us, Mohegan Sun and Mohegan Sun at Pocono Downs.

Our success depends in large part on the continued service of key management personnel. The loss of the services of key management personnel could have a material adverse effect on our business, operating results and financial condition. Our key management personnel are currently retained pursuant to employment agreements.

The non-impairment provision of the Tribe’s Constitution is subject to change.

Unlike states, the Tribe is not subject to the U.S. Constitution’s provision restricting governmental impairment of contracts. The Tribe’s Constitution currently has a provision that prohibits the Tribe from enacting any law that would impair the obligations of contracts entered into in furtherance of the development, construction, operation and promotion of gaming on Tribal lands. However, this provision could be amended by a vote of 75% of the Tribe’s registered voters to rescind the restriction on impairment of the obligation of such contracts.

We and the Guarantors are controlled by a tribal government and may not necessarily be operated in the same way as if we and they were privately owned for-profit businesses.

We and the regionalguarantors are subject to control by the Tribe. Our Management Board is comprised of the same nine members as the Mohegan Tribal Council, the governing body of the Tribe with legislative and executive authority. As a sovereign government, the Tribe is governed by officials elected by tribal members who have a responsibility for the general welfare of all members of the Tribe. In making decisions relative to us and the guarantors, these officials may consider the interests of their electorate, instead of pure economic or other business factors.

We may be subject to material environmental liability, including as a result of possible incomplete remediation of known environmental hazards and the existence of unknown environmental hazards.

Our properties and operations are subject to a wide range of federal, state, local and tribal environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use, management and disposal of, or exposure to, hazardous and non-hazardous materials and wastes, and the clean-up of contamination. Noncompliance with such laws and regulations, and past or future activities resulting in environmental releases, could affect our operations or could cause us to incur substantial costs, including clean-up costs, fines and penalties, or investments to retrofit or upgrade our facilities and programs. In addition, should unknown contamination be discovered on our property, or should a release of hazardous material occur on our property, we could be required to investigate and clean up the contamination and could also be held responsible to a governmental entity or third-parties for personal injury, property damage or investigation and clean-up costs, which may be substantial. Moreover, such contamination may also impair the use or value of the affected property. Liability for contamination could be joint and several in nature, and in many instances can be imposed on the owner or operator of property regardless of whether it is responsible for creating the contamination or is otherwise at fault.

At both our Mohegan Sun and Mohegan Sun at Pocono Downs properties, investigations and remedial actions have been successfully undertaken to address significant site contamination resulting from historical operations. The site on which Mohegan Sun is located was formerly occupied by United Nuclear Corporation, a naval products manufacturer of, among other things, nuclear reactor fuel components. Prior to the decommissioning of the United Nuclear Corporation facilities on the site, extensive investigations were completed and contaminated soils were remediated to applicable standards. Prior to us taking possession of the property and development of Mohegan Sun, the site was determined to be safe for general public use.

Prior to acquiring our interest in Mohegan Sun at Pocono Downs, we conducted an extensive environmental investigation of the Pocono Downs facilities. During the course of that investigation, we identified several environmental conditions that required corrective actions to bring the property into compliance with applicable laws and regulations. These remedial actions, including an ongoing monitoring program for the portion of the property that was formerly used as a solid waste landfill, were addressed as part of a comprehensive plan that was implemented by Downs Racing in July 2008.

Notwithstanding the foregoing, we cannot assure you that:

Any of the above could have a material adverse effect upon our future operating results and ability to meet our debt service obligations.

Our business could be affected by weather-related factors.

Our results of operations could be adversely affected by weather-related factors, such as the unfavorable winter weather conditions experienced during January and February 2011 and the effects of Hurricane Irene in August and September 2011, Hurricane Sandy in September 2012 and the Blizzard of 2013. Severe weather conditions may discourage potential patrons from traveling, or may deter or prevent patrons from reaching our facilities. If this occurs, it could have a material adverse effect on our future operating results and ability to meet our debt service obligations.

Our table games business is subject to volatility which could adversely affect our financial condition.

Table gaming, especially high-end table gaming, is more volatile than other forms of gaming, and variances in table games hold percentage may have a positive or negative impact on our quarterly revenues and operating results. Negative variations in quarterly revenues and operating results could adversely affect our financial condition.

Energy and fuel price increases may adversely affect our business and results of operations.

Our properties use significant amounts of electricity, natural gas and other forms of energy. Increases in the cost of any of our sources of energy may negatively affect our results of operations. In addition, energy and fuel price increases could negatively impact our business and results of operations by causing a decrease in visitation to our properties, including by making it difficult for potential patrons to travel to our properties or by causing patrons who do visit our properties to decrease their spending, including due to a reduction in disposable income as a result of escalating energy and fuel prices.

Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.

We rely upon sophisticated information technology networks, systems and infrastructure, some of which are managed by third-parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Additionally, we collect and store sensitive data, including proprietary business information. Despite security measures, our information technology networks and

infrastructure may be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters or other catastrophic events. Likewise, data privacy or security breaches by employees and others with permitted access to our systems, including in some cases third-party service providers to which we may outsource certain business functions, may pose a risk that sensitive data, including intellectual property or personal information, may be exposed to unauthorized persons or to the public. Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise information belonging to us and our customers and suppliers, and expose us to liability which could adversely impact our business and/or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm.

An impairment of our goodwill or other intangible assets could adversely affect our financial condition.

In accordance with authoritative guidance issued by the FASB pertaining to goodwill and other intangible assets, we assess the goodwill associated with our acquisition of the Pennsylvania Facilities and certain other intangible assets at least annually for impairment by comparing the fair value of the goodwill or such intangible asset to its carrying value. In the event the carrying value of the goodwill or intangible asset exceeds its fair value, the goodwill or other intangible asset would be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on our financial condition. We describe the process for testing goodwill and other intangible assets for impairment and the results of our testing for fiscal 2013 and 2012 more thoroughly within the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” under the headings “Goodwill” and “Other Intangible Assets” and within Note 2 to our consolidated financial statements, under the headings “Goodwill” and “Other Intangible Assets.”

Risks Related to Mohegan Sun

We face intense competition in our primary market from Foxwoods.

The existing gaming industry in our primary market is highly competitive. Mohegan Sun primarily competes with Foxwoods, which is owned and operated by the MPT. Foxwoods is located approximately 10 miles from Mohegan Sun and is reportedly one of the largest gaming facilities in the United States in terms of total gaming positions. Foxwoods has been in operation for more than 21 years. In addition, in July 2013, the MPT reportedly completed a planned restructuring of approximately $2.3 billion of its debt obligations, with approximately $550 million in debt reportedly eliminated. It is uncertain whether this restructuring will give Foxwoods a competitive advantage over Mohegan Sun.

In addition to Foxwoods, we also face competition from casinos and other gaming operations elsewhere in our market areas.

While Mohegan Sun and Foxwoods are the only two current gaming operations in southern New England offering traditional slot machines and table games, we also face competition from Resorts World in the State of New York and racino and VLT facilities in the states of New York and Rhode Island. In addition, in June 2013, Twin River Casino in the State of Rhode Island introduced table game operations. Casinos in Atlantic City, New Jersey, and several casinos and gaming facilities located on Indian tribal lands in the State of New York, as well as newly authorized or expanded gaming facilities and gaming offerings in the Northeast and Mid-Atlantic regions also contribute to the competitive landscape in the northeastern United States. Additionally, we face existing and future competition from the Northeastern Pennsylvania gaming market which attract patrons from the New York City metropolitan region. New or expanded gaming facilities in the states of Maine, Delaware, Maryland and West Virginia also may attract patrons from that region.

Racinos in Yonkers, Queens, Batavia, Hamburg, Nichols, Vernon, Monticello, Saratoga Springs and Farmington, New York, reportedly operate approximately 18,000 VLTs, including electronic table game positions. While Twin River Casino and Newport Grand in the State of Rhode Island reportedly offer

approximately 5,600 VLTs, including electronic table game positions. Given the geographic proximity of Empire City and Resorts World to New York City and Twin River to Boston, these facilities may have a distinct advantage over Mohegan Sun in competing for patrons from the New York and Boston metropolitan regions.

We also compete for patrons with casinos in Atlantic City, New Jersey. Many of these casinos may have greater resources, operating experience and name recognition than Mohegan Sun. In addition, the State of New Jersey and the Atlantic City gaming market, in particular, continue to implement legislative reforms adopted in 2011 and public-private initiatives to revitalize gaming in the state and respond to competition from expanded gaming in nearby states.

New market entrants in our market areas or the expansion of on-line gaming could adversely affect our operations and our ability to meet our financial obligations.

In the State of Rhode Island, Twin River Casino recently introduced table games. In November 2013, voters in the State of New York approved a constitutional amendment which allows for the implementation of legislation authorizing four full-scale casinos in three upstate New York regions, with an additional three casinos after seven years. In November 2011, the governor of Massachusetts signed into law comprehensive gaming legislation which authorizes up to three casino resort licenses and one slot-only license limited to 1,250 slot machines.

Federal recognition of the Mashpee Wampanoag Tribe in the Commonwealth of Massachusetts in 2007 and the Shinnecock Indian Tribe of New York in October 2010, in addition to tribal gaming related provisions in the gaming legislation passed in the Commonwealth of Massachusetts also increase the likelihood that there will be new Indian tribal gaming in the region in the future. Other federally-recognized Indian tribes continue to pursue tribal commercial casinos in the Catskills region of the State of New York and elsewhere in the region. Other groups seeking federal recognition as Indian tribes with an interest in engaging in commercial casino gaming in the Northeastern United States also may continue those efforts. In addition, Indian tribal groups from the State of Connecticut whose petitions have been rejected in recent years by the BIA may be successful with appeals or reconsiderations of those petitions.

In the State of Connecticut, the state lottery will be expanding its choice of games to include keno under enabling language included in the new state budget adopted in June 2013. Furthermore, the states of Nevada, New Jersey and Delaware have passed legislation to license and tax Internet poker and other on-line gaming conducted on an intra-state basis or with other states by compact, while new federal on-line gaming legislation has been introduced in Congress. State lotteries in the states of New York and Illinois have also sought and received favorable opinions from the U.S. Department of Justice on their ability to conduct certain activities on-line under federal law. In addition, the State of New Jersey has passed legislation related to sports wagering and is involved in litigation challenging the federal law which restricts legalized sports wagering to certain states.

Based on our analysis of existing and potential gaming in our market areas, we believe that competition from other commercial casino gaming operations will continue to increase in the future. We are unable to predict whether any of the efforts discussed above by commercial casino gaming operators, federally-recognized Indian tribes or Indian tribal groups attempting to gain federal recognition as Indian tribes will be successful. We are also unable to predict whether on-line gaming legislation will be adopted on a federal basis, an intrastate basis in one or more of the states, other than Nevada, New Jersey and Delaware, or among more than one state under a multi-state compact. In addition, we are unable to predict the impact of the Nevada, New Jersey and Delaware Internet gaming legislation or any additional legislation on our business. Additionally, we are unable to predict whether on-line gaming or sports wagering will be expanded under existing law on an intrastate or national basis. If new gaming operations are established or those operating or under construction are expanded, we are uncertain of the impact such gaming operations will have on our operations and our ability to meet our financial obligations.

Because the gaming industry in the State of Connecticutnortheastern United States has experienced seasonal fluctuations in the past, we also may experience seasonal variations in our revenuerevenues and operating results that could adversely affect adversely our cash flows.

The gaming industry in the Statenortheastern United States is seasonal in nature, with peak gaming activities often occurring during the months of Connecticut has experienced seasonal fluctuations, with the heaviest gaming activity occurring between May andthrough August. Similarly, the heaviestpeak gaming activity has occurredactivities at Mohegan Sun betweenoften occur during the months of May andthrough August. As a result of thisthese seasonal fluctuation,fluctuations, we likely will continue to experience seasonal variationvariations in our quarterly revenuerevenues and operating results that could result in decreased cash flows during periods in which gaming activity is relatively low.not at peak levels. These variations in quarterly revenuerevenues and operating results could adversely affect adversely our overall financial condition.

Negative conditions affecting and the seasonal nature of, the lodging industry may have an adverse affecteffect on our revenuerevenues and cash flows.

We depend on the revenuerevenues generated from the hotel at Mohegan Sun, together with the revenuerevenues generated from the other portions of Mohegan Sun, to meet our debtfinancial obligations and fund our operations. RevenueRevenues generated from the operation of theour hotel isare primarily subject to conditions affecting our gaming operations, but also are subject to the lodging industry in general, and as a result, our financial performance and cash flows and financial performance may be affected not only by the conditions in the gaming industry, but also by those in the lodging industry. Some of these conditions are as follows:

AdverseThe lingering effects of the most recent economic recession has had a negative impact on the lodging industry and on our financial results. The continuation of, or adverse changes in, these conditions could further adversely affect our hotel’s financial performance and results of operations.

Our obligations under the relinquishment agreement could affect adversely our hotel’s profitabilityfinancial condition and hence,prevent us from fulfilling our financial performance.obligations.

In addition,Pursuant to the hotel industry is seasonal in nature, which means that our hotel may experience a decrease interms of the numberrelinquishment agreement, we are required, among other things, to pay TCA 5% of guests and amountcertain revenues (as defined under the relinquishment agreement) generated by certain areas of revenue during particular periodsMohegan Sun during the year where there is limited travel.15-year period which commenced on January 1, 2000. Relinquishment payments totaled $51.1 million, $54.3 million and $55.0 million for the fiscal years ended September 30, 2013, 2012 and 2011, respectively.

This obligation consumes a significant portion of our operating cash flows that might otherwise be available for, among other things, interest payments, capital expenditures, distributions to the Tribe, working capital needs and debt reduction. As a result, our hotel’s revenuesflexibility in planning for, or reacting to, changes in our business and the gaming industry in general is reduced. This may place us at a disadvantage compared to our competitors that do not be stable throughout the year andhave such an obligation.

Our renovation projects may causeface significant inherent risks that could adversely affect our financial performancecondition.

Construction costs and completion dates for renovation projects are based on budgets, design documents and schedule estimates prepared with the assistance of architects, contractors and consultants. Such projects are inherently subject to significant development and construction risks, which could cause unanticipated increase in costs. These include the following:

Furthermore, while construction activities may be affectedplanned to minimize disruption, construction noise and debris and the temporary closing of some of the facility, such activities may disrupt our current operations. Unexpected construction delays could exacerbate or magnify these disruptions. We cannot assure you that any construction, renovation or expansion projects will not have a material adverse effect on our results of operations.

We may suspend or elect not to proceed with construction, renovation or expansion projects once they have been undertaken, resulting in charges that could adversely during these periods.

We may suspend, elect not to proceed with or fail to complete our construction, renovation or expansion projects once they have been undertaken. In such cases, we may be required to carry assets on our balance sheet for suspended projects or incur significant costs relating to design and construction work performed and materials purchased that may no longer be useful. In addition, our agreements or arrangements with third-parties relating to the suspension or termination of projects could cause us to incur additional fees and costs. Our suspension of, election not to proceed with, or failure to complete any construction, renovation or expansion projects may result in adverse effects to our financial condition.

The loss of a key management memberrisks associated with operating expanded facilities and managing growth could have a material adverse effect on usMohegan Sun’s future performance.

We may expand our facilities from time to time. We can provide no assurance that we will be successful in integrating the new amenities from such expansions into Mohegan Sun’s current operations or in managing the expanded resort. Failure to successfully integrate and Mohegan Sun.

Our success depends in large part on the continued service of key management personnel, particularly William J. Velardo, Chief Executive Officer of the Authority, Leo M. Chupaska, Chief Financial Officer of the Authority, Mitchell Grossinger Etess, Presidentmanage new services and Chief Executive Officer of Mohegan Sun, and Jeffrey E. Hartmann, Executive Vice President and Chief Operating Officer of Mohegan Sun. The loss of the services of one or more of these individuals or other key personnelamenities could have a material adverse effect on our business, operating results of operations and financial condition. The key management personnel, excluding Mr. Chupaska, currently are retained pursuant to five-year employment agreements which expire on December 31, 2009 and include a provision for automatic renewal for an additional term of five years. Mr. Chupaska and the Authority’s Management Board are currently in the process of finalizing the terms of his employment agreement with the Authority.

We may be subject to material environmental liability as a result of possibly incomplete remediation of known environmental hazards and the existence of unknown environmental hazards.

The site on which Mohegan Sun is located was formerly occupied by United Nuclear Corporation, a naval products manufacturer of, among other things, nuclear reactor fuel components. Prior to the decommissioning of United Nuclear Corporation facilities on the site, extensive remediation of contaminated soils and additional investigations were completed. The site currently meets federal and state remediation requirements. Notwithstanding the foregoing, we cannot assure you that:

Any of the above could have a material adverse effect upon our future operating results and ability to meet our debt servicefinancial obligations.

Risks Related to the Indian Gaming Industry

Gaming is a highly regulated industry, and changes in the lawapplicable laws or failure to maintain licenses and approvals could have a material adverse effect on the Tribe’s and our ability to conduct gaming, and thus on our operations and our ability to meet our debt servicefinancial obligations.

Gaming on the Tribe’s reservation is regulated extensively by federal, state and tribal regulatory bodies,agencies, including the NIGC and agencies of the State of Connecticut, such as the Department of Revenue Services’Consumer Protection’s Gaming Division of Special Revenue, the State Police and the Department of Consumer Protection’s Division of Liquor Control.Control and the State Police. As is the case with any casino, changes in applicable laws and regulations could limit or materially affect the types of gaming that may be conducted, or services provided, by us and the revenues realized therefrom.

Currently, the operation of all gaming on Indian tribal lands is subject to IGRA. Over the past several years, legislationLegislation has been introduced in the United States Congress from time to time with the intent of modifying a variety of perceived problemsdeficiencies with IGRA. Virtually allIGRA or the Indian Reorganization Act of the1934 under which land can be acquired for tribes for various purposes, including gaming. Certain proposals that have been considered seriously would be prospective in effect and contain clauses that would grandfather existing Indian tribal gaming operations such as Mohegan Sun. LegislationHowever, legislation also has been proposed however,from time to time which would have the effect of repealing many of the key provisions of IGRA and prohibiting the continued operation of particular classes of gaming on Indian tribal reservations in states where such gaming is not otherwise allowed on a commercial basis. While none of the substantive proposed amendments to IGRA have been enacted, we cannot predict the ramificationseffects of future legislative acts. In the event that Congress passes prohibitory legislation that does not include any grandfathering exemption for existing Indian tribal gaming operations, and if such legislation is sustained in the courts against tribal challenge, our ability to meet our debt servicefinancial obligations would be materially and adversely affected.

In addition, under federal law, gaming on Indian landtribal lands is dependent on the permissibility under state law of specific forms of gaming or similar activities. Ifactivities, and gaming at Mohegan Sun is dependent on the perpetual tribal-state compact between the Mohegan Tribe and State of Connecticut wereConnecticut. Adverse decisions or legal actions with respect to make various forms of gaming illegal or against public policy, such actionthe Mohegan Compact may have an adverse effect on our ability to conduct our gaming operations. In fact, in January 2003, the State of Connecticut repealed the Las Vegas nights statute, but the state attorney general opined that the repeal did not affect the two existing Indian gaming compacts. Connecticut currently permits, among other things, a state lottery, jai alai fronton betting, greyhound racing and off-track betting parlors.

A change in our or MBC’s current tax-exempt status, and that of our subsidiaries, could reduce our cash flows and have a material adverse effect on our operations and our ability to meet our debt servicefinancial obligations.

Based on current interpretation of the Internal Revenue Code of 1986, as amended, or the Code, we, the Tribe and MBCcertain of our subsidiaries are not subject to U.S. federal income taxes. However, we cannot assure youcan provide no assurance that Congress or the United States CongressInternal Revenue Service will not reverse or modify the exemption for Indian tribes from U.S. federal income taxation.

Efforts have been made in the United States Congress over the past several years to amend the Code to provide for taxation of the net income of tribal business entities. These efforts have included a House of Representatives bill that would have taxed gaming income earned by Indian tribes as unrelated business income subject to corporate tax rates. Although no such legislation has been enacted, such legislation could be passed in the future. A change in the tax law could have a material adverse effect on our financial performance.

Risks Related to Our Pending AcquisitionMohegan Sun at Pocono Downs

The adoption of Downs Racing

Our inabilitymodifications to obtain a slot machine licensethe Pennsylvania Gaming Act or other applicable laws in the Commonwealth of Pennsylvania could adverselynegatively impact our operations and expected profitability.

Changes in applicable laws or regulations, tax rates or the enforcement of applicable laws and regulations in the Commonwealth of Pennsylvania could limit or materially affect our liquidity, financial position or cause us to incur significant losses.

Onethe types of our primary motives in entering into an agreement to acquire Downs Racing, which includesgaming we may conduct and the services we may provide at Mohegan Sun at Pocono Downs Racetrack, or the profitability of such operations. Our ability to continue to operate Mohegan Sun at Pocono Downs from subsidiaries of Penn National Gaming, Inc., was to obtain a Category One slot machine license in Pennsylvania to operate slot machinesalso could be adversely affected by such legal or regulatory changes.

If Mohegan Sun at the Pocono Downs. If we areDowns is not able to obtain such a license, other than as a result of the actions of the sellers or the failure of the Pennsylvania gaming board to issue any conditional or permanent slot machine licenses on or before July 1, 2006, we may be forced to sell the business to another buyer or operate it, without a slot machine license, as the business is presently conducted, either of which could subject us to significant losses.

We may experience difficulties in integrating the Pocono Downs operations after completing the acquisition.

The integration of a new business involves risks which may be costlycompete successfully with existing and may adversely affect us. These risks include, among others:

If we are unable to develop a slot machine facility at Pocono Downs on time or on budget,potential competitors, we may not be able to achievegenerate sufficient cash flows for our operating projections for the Pocono Downs acquisition.operations or to fulfill our financial obligations.

We anticipate costs to develop a permanent slot machine facilityMohegan Sun at Pocono Downs by springfaces competition from several facilities in the Commonwealth of 2006Pennsylvania, as well as neighboring states. The closest competitors are Mount Airy and Sands Bethlehem, both of which are located in northeastern Pennsylvania, approximately $175 million. Our estimates assume that we are able40 miles and 70 miles from Mohegan Sun at Pocono Downs, respectively. In addition, the state legislature has authorized bars and taverns throughout the state to begin constructionoffer certain small games of chance on a permanent facilitylimited basis, including pull-tab cards and monthly raffles. The development of other gaming facilities in early 2005; however if we are not able to break ground on the projected timeline, our projected openingCommonwealth of Pennsylvania also may be delayed and may expose us to higher than expected costs. Failure to completeimpact the slot machine facility on budget or on schedule could prevent us from achieving our operating projections and, accordingly, may have a material adverse effect on our financial condition, results of operations or liquidity position.

competitive environment for Mohegan Sun at Pocono Downs.

In addition construction projects like this one are inherently subject to significant developmentexisting slot machine and construction risks, alltable game operations in the Commonwealth of Pennsylvania, Mohegan Sun at Pocono Downs faces competition from the VLT facility at the Monticello Raceway in Monticello, New York, approximately 90 miles from Mohegan Sun at Pocono Downs. Additionally, Mohegan

Sun at Pocono Downs faces competition from Tioga Downs Casino in Nichols, New York, approximately 100 miles from Mohegan Sun at Pocono Downs. Mohegan Sun at Pocono Downs also faces potential competition from any gaming operation that is ultimately developed in the Catskills region of New York. In November 2013, voters in the State of New York approved a constitutional amendment which could cause unanticipated cost increases. These includeallows for the following:

ability to meet our financial obligations.

Our operationsoperation of theMohegan Sun at Pocono Downs business will subjectsubjects us to regulation and enforcement by Pennsylvania’s harness racing and, if we obtain a license, gaming authorities.various state agencies.

As ownersowner and operatorsoperator of theMohegan Sun at Pocono Downs, harness racing facility and off-track-wagering operations in Pennsylvania, we will beare subject to extensive state regulation. If we obtain a slot machine license, we will become subject to furtherregulation by the Pennsylvania Gaming Control Board, or the PGCB, the Pennsylvania State Harness Racing Commission, or the PSHRC, and other state regulation.regulatory agencies, such as the Liquor Control Board. Applicable rules and regulations may require that we obtain and periodically renew a variety of licenses, registrations, permits and approvals to conduct our operations. Regulatory bodiesagencies may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, deny or revoke aour license to conduct our operations as we intendintended. The sale of alcoholic beverages at our properties is subject to conduct them.licensing, control and regulation by state and local agencies in Pennsylvania, including the Pennsylvania Liquor Control Board. The liquor agencies have broad powers to limit, condition, suspend or revoke any liquor license. We cannot assure youcan provide no assurance that we will be able to obtaincontinually renew all registrations, permits, approvals or licenses necessary to conduct our businessoperations in the Commonwealth of Pennsylvania as we intend to conduct it or that, if obtained, we will be able to renew them as required.intended. Any of these events, including any disciplinary action with respect to our liquor license, or any changes in applicable laws or regulations or the enforcement thereof, could, and any failure to renew or revocation of our liquor license would, have a material adverse effect on our business, financial condition and results of operations.

Changes in or the issuance of additional regulations by the PGCB may adversely affect our operations at Mohegan Sun at Pocono Downs.

Under the Pennsylvania Gaming Act, the PGCB has extensive authority to regulate gaming activities. Casino gaming is still a relatively new industry in the Commonwealth of Pennsylvania and many of the rules and regulations governing casino gaming are still evolving. New or changing regulations could adversely affect our gaming operations at Mohegan Sun at Pocono Downs.

Changes in or the issuance of additional regulations by the PSHRC may adversely affect our operations at Mohegan Sun at Pocono Downs.

Under the Pennsylvania Race Horse Industry Reform Act, the PSHRC has extensive authority to regulate harness racing activities. While harness racing is a well-established industry in the Commonwealth of Pennsylvania, new or changing regulations could adversely affect our harness racing operations at Mohegan Sun at Pocono Downs. Our inability or failure to conduct harness racing operations at Mohegan Sun at Pocono Downs in accordance with applicable regulations could adversely affect our ability to conduct gaming operations at Mohegan Sun at Pocono Downs.

Risks Related to the Notes and the Exchange Offer

The exchange notes will not be secured by any of our assets.

The outstanding notes are not, and the exchange notes will not be, secured by any of our assets. If we become insolvent or are liquidated, the holders of our senior secured debt, including our banksenior secured credit facility,facilities described in this prospectus, will be entitled to exercise the remedies available to senior secured lenders under applicable law and pursuant to instruments governing such debt. Accordingly, such lenders will have a prior claim on our assets. In that event, because the exchange notes will not be secured by any of our assets, it is possible that there will be no assets from which claims of holders of the exchange notes can be satisfied or, if any assets remain, the remaining assets might be insufficient to satisfy those claims in full. Assuming we had fully drawn all possible amounts available under our banksenior secured credit facility as of the date of this prospectus,facilities, we would have had $600.0$955 million of senior secured debt outstanding.outstanding, all of which is scheduled to mature prior to the exchange notes.

If the indenture governing the exchange notes is deemed to be a management contract, such indenture will be void and the trustee and holders may have no right to enforce any rights thereunder.

Any agreement that is deemed a management contract with respect to an Indian gaming operation (including an agreement that does not purport or intend to be a management contract) is void unless it has been approved by the Chair of the NIGC. In a notable instance involving Lake of the Torches Economic Development Corporation (the “EDC”), the U.S. District Court for the Western District of Wisconsin declared void a bond indenture for a tribal gaming enterprise on grounds that certain provisions of the indenture created “management rights” without receiving prior approval from the NIGC as a management contract. The court ruled the agreement void in its entirety, meaning that the invalid portions could not be severed and bondholders were left with no agreement to enforce and no further recourse under the purported indebtedness; however, the Seventh Circuit Court of Appeals has modified the judgment and remanded the case for further proceedings as to enforceability of the bond documents other than the bond indenture against the EDC.

Neither the exchange notes nor the indenture has been submitted for approval, or approved, by the Chair of the NIGC as a management contract. In connection with the initial private offering of the outstanding notes the Authority requested and received from the office of the general counsel of the NIGC an advisory opinion (referred to as a “declination letter”) stating that neither the outstanding notes nor the indenture is a management contract. However, the opinion stated in the declination letter that the documents are not management contracts does not constitute an official action by the NIGC, and is not binding on a court. No prediction can be made as to how much deference, if any, a court would give to a declination letter in the event that any of such documents became subject to legal challenge. In addition, the NIGC may not be bound by the issuance of a declination letter.

Limitations on encumbering Indian lands might adversely affect the rights of holders of the exchange notes.

With limited exceptions, under Title 25, Section 81 of the United States Code (“Section 81”), no contract encumbering Indian land (including the land on which Mohegan Sun is located) for 7 or more years is valid unless the contract has been approved by the U.S. Secretary of the Interior.

Federal regulations implementing Section 81 provide that whether a contract creates an encumbrance on Indian lands within the scope of Section 81 must be determined on a case-by-case basis, and suggest that a lender’s right of entry onto Indian lands to recover certain improvements or fixtures may create such an encumbrance. Although the legislative history of the most recent amendment to Section 81, enacted in 2000, states that Section 81 only applies to contracts between a tribe and a third party that could allow the third party to exercise exclusive or nearly exclusive proprietary control over the Indian lands, certain case law and administrative positions taken by the Department of Interior have found encumbrances to exist on Indian lands within the meaning of Section 81 as a result of continuing covenants affecting the Indian lands in the absence of

a mortgage or other lien on the lands. It is also unsettled whether covenants contained in the indenture governing the notes relating to maintenance or other matters concerning the lease to us of the land on which Mohegan Sun is located would cause the indenture to be subject to Section 81.

No approval by the U.S. Secretary of the Interior will be sought for the indenture governing the notes. The indenture relating to the notes includes various covenants which could remain in effect for eight years or more if obligations under those documents remain outstanding. Such documents will provide that any term or condition that “encumbers Indian land” within the meaning of Section 81 shall not be effective for longer than six years and 364 days if such term or condition is subject to the restrictions of Section 81. Such limitation on duration, or, where applicable, Section 81, may adversely affect certain obligations or rights otherwise provided for in the indenture governing the notes.

YourThere are circumstances, other than repayment or discharge of the exchange notes, under which the guarantees of the notes will be released automatically, without your consent or the consent of the trustee for any series of exchange notes.

The guarantee of the notes of a guarantor will be released, among other circumstances, in connection with a sale or merger of such guarantor in a transaction not prohibited by the indenture. The indenture for the notes will also permit us to designate one or more of our restricted subsidiaries that is at such time a guarantor of the notes as an unrestricted subsidiary under certain conditions. If we designate a guarantor as an unrestricted subsidiary as permitted under the indenture, any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a structurally senior claim on the assets of such unrestricted subsidiary and its subsidiaries relative to any claim maintained by the notes. See “Description of the Exchange Notes—Certain Covenants—Subsidiary Guarantees.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

We may not be subject to or permitted to seek protection under the federal bankruptcy laws. However, if a bankruptcy case or lawsuit was initiated by unpaid creditors or any guarantor and permitted to proceed, the debt represented by the guarantees entered into by the guarantor may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee, received less than reasonably equivalent value or fair consideration for entering into the guarantee, and either:

In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor’s creditors under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the notes would be solely creditors of ours and creditors of subsidiaries that have validly guaranteed the notes. The notes then would be effectively subordinated to all liabilities of the subsidiary or subsidiaries whose guarantee was voided.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

The indenture governing the notes requires that future restricted subsidiaries guarantee the notes under certain circumstances. These risks will also apply to any guarantees granted by future restricted subsidiaries.

If any guarantees are voided pursuant to those or similar restrictions, it could adversely affect your ability to recover your investment in the notes.

The notes may be redeemed automaticallyor you may be required to dispose of your notes if your ownership of the exchange notes jeopardizes our authority or ability to conduct gaming.

We have the right to redeem the notes or require a holder to dispose of their notes if anysuch holder of the notes jeopardizes our authority or ability to conduct gaming by not having required licenses or qualifications. The redemption price for the notesany note in the case of such redemption is equal to the lowestlower of the holder’s cost and the principal amount of such notesnote. See “Description of the Exchange Notes—Special and Optional Redemptions—Special Redemption.”

In Pennsylvania, lenders, qualified institutional buyers and those acquiring a debt instrument in a secondary market generally are not required to be licensed by the current market pricePGCB if they do not have the right or ability to control or influence the affairs of the slot machine operator and are acting in the ordinary course of business. However, the PGCB reserves the right to require the licensure of any person that holds such a debt instrument if it has reason to believe that person would not satisfy the character requirements of a licensee under the Pennsylvania Race Horse Development and Gaming Act. Similarly, other regulatory agencies in jurisdictions where we do business or is seeking to do business may require licensure or qualification from any holder of the notes.

We may lack sufficient funds to effect a repurchase of the notes upon a change of control.

Upon the occurrence of specified change of control events, we will be required to offer to repurchase all outstanding notes.of the notes then outstanding. We may not have the funds or the ability to raise the funds necessary to finance the change of control offer required by the indenture. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

Some holders of exchange notes may still be subject to various transfer restrictions.

You generally may sell exchange notes without complying with the registration requirements of the Securities Act, unless you are:

Our “affiliates” may sell exchange notes only in compliance with the provisions of Rule 144 under the Securities Act or another available exemption. The broker-dealers described above must deliver a prospectus in connection with any resale of exchange notes.

Your right to receive payments onBecause there is no public market for the exchange notes, and the guarantee will be junior in priority to our senior indebtedness. Therefore, if we doyou may not have sufficient funds to pay all of our debts, then the senior debt will be paid before any payment may be made with respect to the notes.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantor, holders of the notes will participate with trade creditors and other holders of senior subordinated indebtedness in the assets remaining after we and the guarantor have paid all of our respective senior debt, including our remaining 8 ¹/8% Senior Notes due 2006 and the bank credit facility. However, because the indenture requires that amounts otherwise payable to the holders of the notes in a bankruptcy or similar proceeding be paid to holders of designated senior debt instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceedings. Therefore, if we or the guarantor do not have sufficient funds to pay all creditors, then holders of our notes and the guarantor’s guarantee likely will receive less, ratably, than the holders of our senior debt and holders of our trade payables.

Assuming we had fully drawn all possible amounts available under the bank credit facility as of the date of this prospectus, the notes and the guarantee would have been subordinated to $614.0 million of designated senior debt. Subject to provisions in the indenture and the other instruments to which we are a party, we may be able to borrow substantial additional indebtedness, including senior debt, in the future.resell your new notes.

In the event of a liquidation, bankruptcy or a similar proceeding, theThe new notes also are subordinated to 50% of our payment obligationswill be registered under the relinquishment agreement that are then due and owing,Securities Act, but effectively are not subordinated to such payment obligations that are not yet due under the relinquishment agreement since the payment obligations under the relinquishment agreement cannot be accelerated by their terms and have no

blockage rights as designated senior debt under our indentures. In addition, the notes rank equally to the remaining 50% of our payment obligations under the relinquishment agreement that are then due and owing, but effectively are senior to such payment obligations that are not yet due under the relinquishment agreement since payment obligations under the relinquishment agreement cannot be accelerated by their terms.

There is no established trading market for the notes, which could make it more difficult for you to sell your notes and could affect adversely the price of your notes.

The noteswill constitute a new issue of securities for whichwith no established trading market, exists. If the notes are traded after their initial issuance, and there can be no assurance as to:

If a trading market were to develop, the new notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance, as well as declines in the notes, andprices of securities, or the market price quoted for the notes, may be affected adversely by changes in the overall market for high yield securities and by changes in our financial performance or prospects, orof similar business enterprises. In addition, the market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prospectsprices of securities similar to the notes. The market for companies in the gaming industry generally. As a result, you cannotnotes, if any, may be suresubject to similar disruptions that could adversely affect their value.

Any market-making activity with respect to the new notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended, and may be limited during the exchange offer. There can be no assurance that an active trading market will develop for the notes.

We have been informed by the initial purchasers of the outstandingnew notes or that they intend to make a market in the notes. However, the initial purchasers have no obligation to do so, and may discontinue any market- making activities at any time without notice. We do not intend to list the notes on any national securities exchange or to seek the admission thereof to trade on the Nasdaq National Market. We cannot assure you of the development of any market or of the liquidity of anytrading market that maydoes develop for the notes following the exchange offer.will be liquid.

Holders of outstanding notes who fail to tender may experience diminished liquidity after the exchange offer.

We have not registered and do not intend to register the outstanding notes under the Securities Act. Outstanding notes that remain unexchanged after consummation of the exchange offer will therefore remain subject to transfer restrictions under applicable securities laws. Unexchanged outstanding notes will continue to bear a legend reflecting these restrictions on transfer. Furthermore, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of outstanding notes. As outstanding notes are tendered and accepted in the exchange offer, the principal amount of remaining outstanding notes will decrease. This decrease will reduce the liquidity of the trading market for the outstanding notes. We cannot assure you of the liquidity, or even the continuation, of the trading market for the outstanding notes following the exchange offer.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

If a bankruptcy case or lawsuit is initiated by unpaid creditors or any guarantor, the debt represented by the guarantee entered into by the guarantor may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee:

In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor’s creditors under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the notes would be solely creditors of us and creditors of future subsidiaries that have validly guaranteed the notes. The notes then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

The indenture requires that future restricted subsidiaries guarantee the notes under certain circumstances. These considerations will also apply to those guarantees.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements about future events, including, without limitation, information relating to business development activities, as well as capital spending, financing sources, and the effects of regulation (including gaming and tax regulation) and increased competition. These statements sometimes can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf. You should review carefully all of the information in this prospectus, including theour consolidated financial statements.

In addition to the risk factors described under the heading “Risk Factors,” the following important factors, among others, could affect our future financial condition or results of operations, causing actual results to differ materially from those expressed in the forward-looking statements:

These factors and the other risk factors discussed in this prospectus are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of the forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this prospectus are made only as of the date of this prospectus. We cannot assure you that any projected results or events will be achieved. We do not have and do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

THE EXCHANGE OFFERMARKET AND INDUSTRY DATA

PurposeThe market position and Effectindustry data that are presented in this prospectus are based upon internal surveys, market research, publicly available information and industry publications. Unless otherwise indicated, management estimates are derived from publicly available information released by independent industry analysts and organizations and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. While we believe the Exchange Offer

In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers. Pursuant to the registration rights agreement, we agreed to filemarket position, market opportunity and to use our best efforts to cause to become effective with the SEC a registration statement with respect to the exchange of the outstanding notes for exchange notes with terms identicalmarket share information included in all material respects to the terms of the outstanding notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. The exchange offergenerally reliable, such information is being made to satisfyinherently imprecise. In addition, projections, assumptions and estimates of our contractual obligations underfuture performance and the registration rights agreement.

By tendering outstanding notes in exchange for exchange notes, each holder represents to us that:

(1) the holderfuture performance of the outstanding notes is not an “affiliate,” as such term is defined under the Securities Act, of us, or if the holder is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, if applicable (we may require a holder to deliver a legal opinion confirming it is not such an affiliate);

(2) the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;

(3) the holder is not engaging in or intending to engage in a “distribution,” as such term is defined under the Securities Act, of such exchange notes;

(4) the holder has no arrangement or understanding with any person to participate in a distribution of such exchange notes;

(5) the holder acknowledges and agrees that any person who is a broker-dealer registered under the Exchange Act and who receives exchange notes for its own account in exchange for outstanding notes pursuant to the exchange offer, by tendering outstanding notes and executing the Letter of Transmittal, represents and agrees that such outstanding notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act);

(6) the holder acknowledges and agrees that any person who is participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the SEC set forth in certain no-action letters;

(7) the holder understands that a secondary resale transaction described in the representation above and any resales of exchange notes or interests therein obtained by such holder in exchange for outstanding notes or interests therein originally acquired by such holder directly from us should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC;

(8) the holder has full power and authority to tender, exchange, sell, assign and transfer the outstanding notes tendered hereby and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances; and

(9) the outstanding notes tendered hereby are not subject to any adverse claims or proxies.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance of the exchange notes would be in violation of the securities laws of that jurisdiction.

Unless the context requires otherwise, the term “holder” with respect to the exchange offer means any person in whose name the outstanding notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any participant in DTC, whose name appears on a security position listing as a holder of outstanding notes (which, for purposes of the exchange offer, include beneficial interests in the outstanding notes held by direct or indirect participants in DTC and outstanding notes held in definitive form).

We may be required to file with the SEC a “shelf” registration statement for a continuous offer in connection with the outstanding notes. Pursuant to the registration rights agreement, we will be required to file a shelf registration statement if (1) we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy or (2) any holder of transfer restricted securities notifies us prior to the 20th business day following consummation of the exchange offer that (a) it is prohibited by law or SEC policy from participating in the exchange offer, (b) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns outstanding notes acquired directly from us or any of our affiliates.

Terms of the Exchange Offer

We hereby offer, upon the terms and subject to the conditions shown in this prospectus and in the accompanying Letter of Transmittal, to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of outstanding notes properly tendered before the expiration date and not properly withdrawn according to the procedures described below. Holders may tender their outstanding notes in whole or in part in integral multiples of $1,000 principal amount.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that (1) the exchange notes have been registered under the Securities Act and therefore are not subject to the restrictions on transfer applicable to the outstanding notes and (2) holders of the exchange notes will not be entitled to some of the rights of holders of the outstanding notes under the registration rights agreement. The exchange notes evidence the same indebtedness as the outstanding notes (which they replace) and will be issued pursuant to, and entitled to the benefits of, the indenture.

The exchange offer is not conditioned on any minimum principal amount of outstanding notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date in the exchange offer or, as shown under “—Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $225.0 million principal amount of outstanding notes are outstanding.

Holders of outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Outstanding notes which are not tendered for, or are tendered but not accepted in connection with the exchange offer will remain outstanding. See “Risk Factors—Risks Related to the Exchange—Holders of outstanding notes who fail to tender may experience diminished liquidity after the exchange offer.”

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of particular other events described herein or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly after the expiration date.

Holders who tender outstanding notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of the outstanding notes in connection with the exchange offer. We will pay all charges and expenses, other than specified applicable taxes. See “—Fees and Expenses.”

THE AUTHORITY MAKES NO RECOMMENDATION TO THE HOLDERS OF THE OUTSTANDING NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OUTSTANDING NOTES IN THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OUTSTANDING NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER, AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Amendments

The “expiration date” for the exchange offer is 5:00 p.m., New York City time, on December 14, 2004 unless we extend the exchange offer. If we extend the exchange offer, the “expiration date” will be the latest date and time to which the exchange offer is extended. However, in no event will the exchange offer be open for more than 30 business days.

We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time,

(1) to delay the acceptance of the outstanding notes for exchange,

(2) to terminate the exchange offer (whether or not any outstanding notes have theretofore been accepted for exchange) if we determine, in our sole and absolute discretion, that any of the events or conditions referred to under “—Conditions to the Exchange Offer” has occurred or exists or has not been satisfied with respect to the exchange offer,

(3) to extend the expiration date of the exchange offer and retain all outstanding notes tendered pursuant to the exchange offer, subject, however, to the right of holders of outstanding notes to withdraw their tendered outstanding notes as described under “—Withdrawal Rights” and

(4) to waive any condition or otherwise amend the terms of the exchange offer in any respect. If the exchange offer is amended in a manner determined by us to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose such amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Any such delay in acceptance, termination, extension or amendment will be followed promptly by oral or written notice thereof to the exchange agent (any such oral notice to be confirmed promptly in writing) and by making a public announcement, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the mannerindustries in which we may choose to make any public announcement, andoperate are necessarily subject to applicable laws, we shall have no obligationa high degree of uncertainty and risk due to publish, advertise or otherwise communicate any such public announcementa variety of factors, including those described in “Risk Factors.” These and other thanfactors could cause results to differ materially from those expressed in the estimates made by issuing a releasethe independent parties and by us.

RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our ratio of earnings to an appropriate news agency.fixed charges for the periods indicated. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.

Acceptance for Exchange and Issuance of Exchange Notes