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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

/X/ Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999

/ / Transition report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to

Commission file number 333-49715

ALADDIN GAMING ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nevada 88-0379695
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

831 Pilot Road, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)

(702) 736-7114
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / / Not applicable.

Indicate the number of shares outstanding of each of the registrants'
classes of common stock as of March 17, 2000: Class A Common Stock, no par
value, 2,000,000 shares authorized, 1,107,500 issued and Class B Common Stock,
non-voting, no par value, 8,000,000 shares authorized, 2,215,000 issued.

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable.

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PART I

ITEM 1. BUSINESS

GENERAL.

Aladdin Gaming Enterprises, Inc., a Nevada corporation ("Gaming
Enterprises"), was established on December 3, 1997. Gaming Enterprises holds a
25% interest in Aladdin Gaming Holdings, LLC, a Nevada limited liability company
("Gaming Holdings") which was established on December 1, 1997. Gaming Holdings
initially was owned by Gaming Enterprises (25%), Sommer Enterprises, LLC, a
Nevada limited liability company ("Sommer Enterprises") (72%), and GAI, LLC, a
Nevada limited liability company ("GAI") (3%). On February 26, 1998, London
Clubs International plc ("London Clubs"), through its subsidiary London Clubs
Nevada Inc. ("LCNI"), contributed $50 million for a 25% interest in Gaming
Holdings common membership interests ("Holdings Common Membership Interests").
Sommer Enterprises contributed a portion of land for Holdings Common Membership
Interests. Gaming Enterprises, which is owned 100% by Sommer Enterprises,
contributed a portion of land, $7 million of predevelopment costs and
$15 million in cash for Holdings Common Membership Interests. After the
additional contributions, Sommer Enterprises owns 47% of Gaming Holdings, Gaming
Enterprises owns 25% of Gaming Holdings, LCNI owns 25% of Gaming Holdings, and
GAI owns 3% of Gaming Holdings. On November 30, 1998, the Trust Under Article
Sixth u/w/o Sigmund Sommer ("Sommer Trust") and its affiliates agreed that they
will cause Sommer Enterprises and Gaming Enterprises to vote their respective
Holdings Common Membership Interests so that (taking into account Holdings
Common Membership Interests held by London Clubs or its affiliates) London Clubs
controls fifty percent of the voting power of Gaming Holdings. In
December 1999, the holders of Holdings Common Membership Interests agreed to
restate the capital structure of Gaming Holdings, which restatement provided, in
addition to other matters, that LCNI has an option to convert certain preferred
membership interests of Gaming Holdings into 15% of Holdings Common Membership
Interests, the creation of certain new classes of preferred membership interests
and for LCNI's control of the majority of the Board of Managers of Gaming
Holdings; however, most material decisions remain subject to the supermajority
consent of Gaming Holdings members. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations." Aladdin Holdings,
LLC, a Delaware limited liability company ("AHL"), indirectly holds a majority
interest in Gaming Holdings. The members of AHL are the Sommer Trust which holds
a 95% interest in AHL and GW Vegas, LLC, a Nevada limited liability company
("GW"), a wholly owned subsidiary of Trust Company of the West ("TCW"), which
holds a 5% interest in AHL.

Gaming Enterprises has no other business or activity other than its
investment in Gaming Holdings, which is a development stage company and Gaming
Enterprises' sole material asset is 25% of the Holdings Common Membership
Interests. Gaming Holdings is a holding company, the material assets of which
are 100% of the outstanding common membership interests and 100% of the
outstanding Series A preferred interests of Aladdin Gaming, LLC ("Gaming").
Aladdin Capital Corp. ("Capital") is a wholly owned subsidiary of Gaming
Holdings and was incorporated solely for the purpose of serving as a co-issuer
of the 13 1/2% Senior Discount Notes ("Notes") issued by Gaming Holdings and
Capital in 1998. For further details relating to the Notes, and the Indenture
relating to the Notes ("Note Indenture"), see Exhibit 4.1 to the Company's
Registration Statement on Form S-4 filed on April 9, 1998. Capital will not have
any material operations or assets and will not have any revenues. Gaming
Holdings, through its subsidiaries, also owns 100% of Aladdin Music, LLC
("Aladdin Music'). Except where the context otherwise requires Gaming Holdings
and its subsidiaries are collectively referred to as "Company."

Much of the following information relates to Gaming Holdings and its
subsidiaries and is included due to the relative significance of Gaming Holdings
to Gaming Enterprises.

NARRATIVE DESCRIPTION OF BUSINESS

ALADDIN. The operations of the Company have been primarily limited to the
design, development, financing and construction of a new Aladdin Resort & Casino
("Aladdin"). The Aladdin will be the centerpiece of an approximately 35-acre
world-class resort, casino and entertainment complex ("Complex") located on the
site of the former Aladdin hotel and casino in Las Vegas, Nevada, at the center
of Las Vegas Boulevard ("Strip"). The Aladdin has been designed to include a
luxury-themed hotel of approximately 2,567 rooms ("Hotel"), an approximately
116,000 square foot casino ("Casino"), an approximately 1,200-seat production
showroom and six restaurants.

The Hotel will have 1,832 deluxe guestrooms, 404 resort guestrooms, 258
suites, 46 luxury rooms and 27 mega suites for a total of 2,567 rooms. In
addition, the Hotel will provide recreational facilities for the guests,
including a health spa and outdoor swimming pool complex.

The Aladdin is expected to include six restaurants offering a wide range of
dining selections. Food service facilities at the Aladdin will include a buffet,
contemporary Asian restaurant and a 24-hour casual dining facility. The
mezzanine level, which will offer panoramic views of the main casino floor and
Las Vegas Boulevard, will feature an Italian restaurant, a steakhouse, and a
casual dining/coffee bar.

The Casino's main gaming area will contain approximately 2,800 slot
machines, 87 table games, keno and a race and sports book facility. Included on
a separate level of the Casino will be a 15,000 square foot luxurious gaming
section ("The London Club at Aladdin") that is expected to contain approximately
20 to 30 high denomination table games and approximately 100 high denomination
slot machines. See "Strategic Alliances-London Clubs."

The Aladdin is also expected to include on the mezzanine level of the main
building over 90,000 square feet of convention, conference, trade show and
reception facilities, including a 37,000-square foot main ballroom, 12,000
square feet of pre-function space and 41,000 square feet of breakout space in 15
separate rooms.

THE COMPLEX. The Complex, which has been designed to promote casino traffic
and to provide customers with a wide variety of entertainment alternatives, will
comprise: (i) the Aladdin; (ii) a themed entertainment shopping mall with
approximately 496,000 square feet of retail space ("Desert Passage"); (iii) a
second hotel and casino with a music and entertainment theme ("Aladdin Music
Project"); (iv) the newly renovated 7,000 seat Theater of the Performing Arts
("Theater"); and (v) an approximately 4,800 space car parking facility
("Carpark" and, together with the Desert Passage, hereinafter, "Mall Project").
The Mall Project will be separately owned in part by an affiliate of the Company
and Aladdin Music is currently seeking a joint venture partner for the Aladdin
Music Project. See "Narrative Description of Business--Aladdin Music Project."

The theming of the Aladdin and the Desert Passage has been designed to
create an environment based upon the Legends of the 1001 Arabian Nights,
including the tales of Aladdin, Ali Baba and the 40 Thieves, Sinbad and other
legendary stories woven around ancient wealth and wonders. The Aladdin theme
will be carefully crafted through the interior and exterior architecture of the
Complex. The Aladdin's exterior will be designed to include a highly articulated
streetscape and exterior facade that invokes the Legends of the 1001 Arabian
Nights. The interior of the Aladdin will utilize rich colors, textures and
design, enhancing the fantasy of a mystical, romantic time and place. A
significant feature of the Desert Passage will be the themed area to be known as
the "Lost City." The Lost City is expected to contain a re-creation of an
ancient mystical mountain city and will house a variety of specialty shops and
restaurants underneath a 85-foot high ceiling.

DESERT PASSAGE. Aladdin Bazaar Holdings, LLC ("Bazaar Holdings"), which is
owned 99% by the Sommer Trust, and TrizecHahn Bazaar Centers, Inc. ("THB"), a
subsidiary of TrizecHahn Centers, Inc. ("TrizecHahn"), have entered into a joint
venture agreement and formed Aladdin Bazaar, LLC ("Aladdin Bazaar") to develop,
construct, own and operate the Desert Passage. The Desert Passage, which is

contemplated to contain approximately 496,000 square feet of retail space, is
expected to include an array of high fashion specialty stores, exotic boutiques,
theme restaurants, cafes, and other entertainment offerings. The Desert Passage
will be directly connected to the Casino and the Aladdin Music Project upon its
completion.

ALADDIN MUSIC PROJECT. The Company, through its subsidiary Aladdin Music,
is pursuing prospective joint venture partners for the development, construction
and opening of the Aladdin Music Project, a music and entertainment-themed hotel
casino. The Aladdin Music Project, which is expected to be developed as a second
phase by the Company, is expected to include a hotel with approximately 1,000
rooms, a 50,000 square foot casino, three restaurants, including a music-themed
restaurant, a 1,500-person nightclub, a health spa and an outdoor swimming pool.
Although the Company has not yet secured a joint venture partner, it has
expended certain funds on the Aladdin Music Project. While the Company is
pursuing prospective joint venture partners and acceptable financing for the
Aladdin Music Project, there can be no assurance that the Company will secure an
acceptable joint venture partner and secure financing on terms and conditions
acceptable to the Company. Without securing an acceptable joint venture partner
and financing, there is no assurance that the Company will proceed with the
development of the Aladdin Music Project.

STRATEGIC ALLIANCES

The Company has formed strategic alliances with certain third parties that
the Company believes to be uniquely qualified for the development and operation
of the Complex.

LONDON CLUBS. London Clubs, a prestigious multi-national casino operator,
owns through LCNI 25% of the outstanding Holdings Common Membership Interests,
and preferred interests that are convertible, at the option of LCNI, into an
additional 15% of the Holdings Common Membership Interests. The Sommer Trust and
its affiliates agreed that they will cause Sommer Enterprises and Gaming
Enterprises to vote their respective Holdings Common Membership Interests so
that (taking into account Holdings Common Membership Interests held by London
Clubs or its affiliates) London Clubs controls fifty percent of the voting power
of Gaming Holdings. Further, the holders of Holding Common Membership Interests
entered into an agreement, dated December 10, 1999, which provided, among other
matters, that LCNI has the option to convert certain preferred membership
interests of Gaming Holdings into 15% of Holdings Common Membership Interests,
for the creation of certain new classes of preferred membership interests and,
while most material decisions remain subject to the supermajority consent of the
members, for LCNI's control of a majority of the Board of Managers of Gaming
Holdings. See "Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations."

London Clubs has extensive experience in the international marketing of
casinos to premium players and maintains a strong presence in the United Kingdom
(where it controls the largest share of the London casino market) and the Middle
East. In addition to its equity ownership of Gaming Holdings, London Clubs,
through its subsidiary LCNI, will direct the operations of, and act as marketing
consultant to, The London Club at Aladdin, the luxurious 30,000 square foot
area, which includes 15,000 square feet of gaming area, to be located on the
mezzanine level of the Casino which will be designed to cater to the needs of
the premium-play guest. The Company believes that The London Club at Aladdin
will be the first of its kind in the United States managed by a European
operator and based on the European concept of luxurious, full service gaming
areas for premium players. The London Club at Aladdin's primary business and
marketing focus will be to access London Clubs' worldwide member base of upscale
casino clientele. The London Club at Aladdin Hotel guests will be escorted
through a private entrance to a dedicated registration lobby and then taken via
a private elevator to the suites located on the top two floors. Once there, the
24-hour butler and concierge will cater to the care and comfort of The London
Club at Aladdin guest. In the elegantly appointed The London Club at Aladdin,
the customer may dine in the 100-seat exclusive restaurant, which will offer
fine cuisine from around the world.

London Clubs has extensive experience in the international marketing of
casinos to premium players. London Clubs operates seven casinos in London, one
near Johannesburg, South Africa, two in Egypt and one in Lebanon. Each of London
Clubs' casinos offers its own individual style, but with comparable
internationally recognized standards of service. In recent years, London Clubs
has embarked upon a period of expansion, acquiring the Park Tower Casino in
London's Knightsbridge in October, 1995, reopening and managing the casino
operations of the famous Casino du Liban in Lebanon in December, 1996, and the
opening of the Emerald Safari Casino Resort in South Africa in December, 1998.

London Clubs provides the Aladdin with an extensive international network of
premium casino players, having established substantial goodwill and customer
loyalty from high-end customers in the United Kingdom, Europe, Asia and the
Middle East. In addition, London Clubs is an experienced service provider to
high-end gaming customers and brings a wealth of knowledge to the Aladdin in
building and maintaining relationships with and customer loyalty from such
clientele. London Clubs also provides the Company with superb promotional
opportunities, not only by word of mouth through its network of contacts, but
also through international sporting sponsorships, including horse racing and
motor racing and its international print publications, which are distributed to
members worldwide utilizing London Clubs' substantial database of premium
clientele.

TRIZECHAHN. The Mall Project will be owned, developed and operated by
Aladdin Bazaar, a joint venture between Bazaar Holdings and TBH, a wholly-owned
subsidiary of TrizecHahn. TrizecHahn is a wholly-owned subsidiary of TrizecHahn
Corporation, a publicly traded real estate company.

TrizecHahn was the developer of the Fashion Show Shopping Mall on the Strip
and other major shopping malls including Horton Plaza in San Diego, Bridgewater
Commons in New Jersey, Valley Fair in San Jose and Park Meadows in Denver. The
Company believes that TrizecHahn's proven ability in designing well laid-out
retail centers, attracting high quality tenants and successfully promoting and
operating its retail projects will benefit the Aladdin by attracting a
consistent stream of visitors to the Complex and its various attractions.

NORTHWIND. The Complex, once fully constructed, will require substantial
amounts of electricity, hot and cold water and heating and cooling. For this
purpose, the Company has entered into certain agreements with Northwind Aladdin,
LLC ("Northwind"), for the construction of a central utility plant ("Plant") to
supply electricity and hot and cold water to certain parts of the Complex.

STRATEGY

The Company's business and marketing strategies are linked together by the
Complex's premier location, its design, mixed-use theme development and
strategic partnering.

CREATE A "MUST-SEE" DESTINATION. The Company believes that the Aladdin,
with its unique, well-executed design, together with the Desert Passage and the
renovated Theater, will ensure its place as a "must-see" destination. The
Company plans to support the Aladdin theme by an interior design enhancing the
fantasy of a mystical and romantic time and place. The Company believes that the
Aladdin's main Casino traffic will be driven not only by Hotel guests, but also
by the customers directly attracted from the Strip, and that visitor traffic to
the Aladdin will also be enhanced by the attractiveness of the Desert Passage.
With the addition of the Aladdin Music Project during the second phase of
developing the Complex, the Complex will have a combined room count of
approximately 3,600 rooms and appeal to what the Company perceives to be a broad
customer demographic.

MARKETING POSITIONING. The Company intends to focus on three different
market segments to attract customers to the Aladdin:

- UPSCALE CLIENTELE. The Hotel has been designed to appeal to the upscale
clientele, providing the amenities and level of service such high-end
guests expect. In particular, 24% of the Hotel's guest

rooms and suites will have an area exceeding 620 square feet. Each of the
rooms and suites will have a large four or five fixture bathroom with a
separate shower, bathtub, up to two washbasins and an enclosed
watercloset. The Hotel will provide recreational facilities for its
guests, including a health spa and two outdoor swimming pools. The Company
intends to promote the Hotel's many features to the upscale market through
a variety of media, including high-end print publications, travel agents
and event sponsorships. A targeted relationship marketing program is
expected to ensure clientele retention and repeat visitation.

- PREMIUM PLAYER CLIENTELE. The Company believes that The London Club at
Aladdin will be the first of its kind in the United States managed by a
European operator and based on the European concept of full-service gaming
areas for premium players. The focus on The London Club at Aladdin's
business is expected to be the wealthy clientele that form the core of
London Clubs' business in London and elsewhere. The Hotel will include 30
suites primarily for use by premium players of Aladdin and The London Club
at Aladdin. The Company intends to maintain The London Club at Aladdin's
premium player atmosphere through more sophisticated dining options,
higher table limits and more formal levels of service and dress.

- UPPER-MIDDLE MARKET CLIENTELE. The Hotel's variety of guest rooms and
restaurants and the 1,200-seat production showroom, combined with the
heavily-themed Casino, Theater and Desert Passage, are expected to appeal
broadly to the upper-middle market guest. In addition, the Aladdin Music
Project, which will be developed as the second phase of the Complex, is
expected to appeal to the upper-middle market by attracting younger,
affluent customers to the Complex through its music and
entertainment-based theme. The Theater, which is expected to be a major
feature of the Complex, will be central to the Company's promotional
strategies for this market segment, with publicity expected to be gained
through the booking of popular performers. The Company intends to use
cooperative advertising and promotion through various media, such as
television, radio and print, will be used to promote the Complex to the
upper-middle market.

CONSTRUCTION BUDGET AND SCHEDULE

Fluor Daniel, Inc. is the design/builder ("Design/Builder") of the Aladdin.
The Design/Builder has entered into a guaranteed maximum price design/build
contract ("Design/Build Contract") (subject to scope changes) with the Company
to design and construct the Aladdin. The Design/Build Contract provides the
Design/Builder with incentives for completing the Aladdin prior to the Contract
Completion Date (as defined herein) and within budget and for payment of
liquidated damages to the Company for certain delays. The Design/Build Contract
is guaranteed by Fluor Corporation, the parent of the Design/ Builder, subject
to certain limitations described in Exhibit 10.15 to this Form 10-K. An
equitable adjustment in the Contract Completion Date and guaranteed maximum
price may be made for changes that either increase or decrease the
Design/Builder's time for performance and/or cost of construction outside what
was contemplated in the Design/Build Contract. For the scope of work outside of
the Design/ Build Contract, Gaming has entered into various guaranteed maximum
price construction contracts, which provide for completion of the respective
work on or before the completion date of the Aladdin.

The development of the Aladdin commenced during the first quarter of 1998.
The Aladdin originally was required by the terms of its financing arrangement to
be completed and opened to the public by June 26, 2000. On January 28, 2000, The
Bank of Nova Scotia, as Administrative Agent under Gaming's Bank Credit
Facility, (as defined in "Item 7--Management's Discussion and Analysis of
Financial Condition and Results of Operations"), confirmed the existence of
certain force majeure events and extended the outside completion deadline to
August 17, 2000. The Company currently believes that the completion of the
Aladdin will occur during August 2000, assuming acceleration.

The Aladdin project budget ("Budget") was $826 million when Gaming and
Gaming Holdings entered into arrangements to finance construction of the Aladdin
in February 1998. Since that time and to March 1, 2000, the Budget was increased
by an aggregate of $87.8 million to $913 million, which amounts were funded
pursuant to the Bank Completion Guaranty by London Clubs and the Sommer Trust.
Pursuant to the Contribution Agreement between London Clubs and the Sommer
Trust, dated February 26, 1998 ("Contribution Agreement"), Sommer Trust and
London Clubs agreed that any amounts required to be paid pursuant to the Bank
Completion Guaranty would be funded 75% by the Sommer Trust and 25% by London
Clubs. Effective as of October 1, 1999, these contribution percentages were
amended to be 60% in the case of the Sommer Trust and 40% in the case of London
Clubs. Notwithstanding the Contribution Agreement, the $87.8 million Budget
increase was funded approximately $83.5 million by London Clubs and
approximately $4.3 million by the Sommer Trust. During March 2000, the Company
completed a review of the estimated total costs to complete and open the Aladdin
and, as a result of that review, increased the Budget by $60.4 million. The
Company advised the Sommer Trust and London Clubs of the need to fund such
increase pursuant to the Bank Completion Guaranty. The Sommer Trust advised the
Company and London Clubs that it is not at this time making any capital
contribution in order to fund any portion of this Budget increase of
$60.4 million. In light of the joint and several obligation of the Bank
Completion Guaranty, London Clubs has advised the Company that it would fund all
of this Budget increase by (a) providing a cash equity contribution to the
Company of approximately $13.1 million, which the Company received on March 30,
2000, and (b) establishing a letter of credit in the amount of approximately
$47.3 million to be used to fund the Budget increase. The Company believes that
the Budget as set out above is reasonable and can be achieved.

The Company has submitted the following disputes with the Design/Builder to
arbitration ("Arbitration") pursuant to the provisions of the Design/Build
Contract: caisson and foundation issues; adjustment of contract allowance;
ballroom ceiling heights; trash chutes and laundry chutes; pool area redesign;
increases to site work allowance; drywall changes to hotel tower; temporary
supply lines; plumbing fixture selections; incentive payments; acceleration;
general conditions; and design and project management issues (collectively,
"Claims"). The Company believes that these Claims relate to design and work
which is base contract work contemplated in the Design/Build Contract and
therefore allocated to the Design/ Builder, or alternatively, that the work in
question was required as a result of the Design/Builder's failure to provide
timely and appropriate design services, which design services the Design/Builder
was solely responsible for under the Design/Build Contract, and therefore, the
Claims are not an appropriate basis for a change order modifying the
Design/Build Contract and the contract time for completion date ("Contract
Completion Date"). The Design/Builder has responded to the Company's Claims
alleging, among other things, that the Claims relate to unforeseen conditions,
and/or are due to the actions of the Company, therefore, the Company is
responsible for all costs and delays associated with the Claims. While the
Company intends to aggressively and vigorously pursue the Claims, and believes
that it will ultimately prevail in the Arbitration, the Claims are only in the
preliminary stages of the Arbitration process, and therefore, no assurances can
be given with respect to the ultimate outcome. The Design/Builder has presented
change orders in the amount of approximately $13.8 million, of which the Company
has funded $8.3 million, for the Claims and the Company disputes this amount.
However, if the Company is not successful on all the Claims, it could be
obligated for all or a part of the remaining amounts claimed by the
Design/Builder. Further, if the Company does not prevail on the delay Claims,
the Contract Completion Date would be extended, and to the extent Design/Builder
completes the Project prior to the revised

Contract Completion Date, the Design/Builder would be entitled to an early
completion bonus of $100,000 per day (up to a maximum of 90 days). Any such
payments by the Company would increase the Project's budget. Notwithstanding the
Arbitration, work on the Project continues.

Given the significant risks and unforeseen contingencies inherent in the
construction process, especially a large scale construction project such as the
Aladdin, it is possible that construction costs could be significantly higher
than budget and that delays could occur. Such risks and contingencies include,
for example, potential shortages of materials and labor, work stoppages, labor
disputes, weather interference, unforeseen engineering, environmental or
geological problems and unanticipated cost increases, any of which could be
beyond the Company's control, and any of which could give rise to delays or cost
increases. In addition, difficulties in obtaining any of the requisite licenses,
permits, allocations or authorizations from regulatory authorities could also
increase the total cost, delay or prevent the construction or opening of the
Aladdin or their other components of the Complex or otherwise affect their
respective design and features. If construction costs do exceed the amounts set
forth in the construction budget, it is expected the potential sources to pay
such excess include: (a) the $31.8 million contingency fund of which
$22.7 million has been utilized as of December 31, 1999; (b) London Clubs, the
Sommer Trust and Bazaar Holdings pursuant to their obligations under the Bank
Completion Guaranty of which approximately $67.2 million has been contributed
through December 31, 1999; and (c) the Design/Builder, pursuant to its liability
under the Design/Build Contract, which liability is guaranteed by Fluor
Corporation (subject to certain limitations discussed above).

While management believes that its estimates are reasonable, and that the
projected targets can be met, there can be no assurance that the Complex will be
completed within the time period or budget currently contemplated. In addition,
if the additional identified potential funding sources are insufficient or
unavailable to fully cover any excess, the Company could be materially and
adversely affected. So, while management believes that its estimates are
reasonable, and that the projected targets can be met, there can be no assurance
that the Complex, including the Aladdin, will be completed within the time
period or budget currently contemplated. Failure to complete the Aladdin on
budget or on schedule may have a material adverse effect on the Company and its
financial operations.

The Aladdin, together with the Theater and Desert Passage, is expected to be
developed as the first phase of a planned two-phase redevelopment of the
Complex. In the second phase, subject to the discussion herein, Aladdin Music
plans to develop the Aladdin Music Project. It is currently anticipated that the
Aladdin Music Project will open within approximately 24 months after financing
and a joint venture partner are secured.

The completion and full operation of the Aladdin is not contingent upon the
subsequent financing or completion of the Mall Project or the Aladdin Music
Project and there can be no assurance that either the Mall Project or the
Aladdin Music Project will be completed. If the Mall Project is not completed,
the Company will be required to expend additional amounts, which amounts have
not been quantified by the Company, with respect to the completion of shared
structural space and the cost of parking.

COMPETITION

The hotel and casino industry is highly competitive. Hotels located on or
near the Strip ("Strip Hotels") compete with other Strip Hotels and with other
major hotels in downtown Las Vegas. Aladdin will compete with a large number of
hotel casinos in the Las Vegas area, with many of the competitors being
subsidiaries or divisions of large public companies that may have greater
financial or other resources than the Company.

Competitors of the Aladdin will include themed resorts on the Strip such as
Bellagio, Mandalay Bay Resort, Mirage, Treasure Island Hotel and Casino, Bally's
Casino Resort, Monte Carlo Resort & Casino, Luxor Hotel and Casino, Paris Casino
Resort and Venetian Hotel Casino. Aladdin is the only major resort

casino planned to open on the Strip in 2000. Several other Las Vegas resort
casinos have announced future expansions; however, none of these expansions has
commenced.

The hotel casino operations of the Company will also compete, to some
extent, with other hotel casino facilities in Nevada, Atlantic City and
worldwide and with the state lotteries. In addition, certain states have
recently legalized, and others may or are likely to legalize, casino gaming in
specific areas. The passage of the Indian Gaming Regulatory Act in 1988 has led
to increases in American Indian gaming operations. The Company expects many
competitors to enter such new jurisdictions that authorize gaming. Some of these
competitors may have greater financial and other resources than the Company. The
Company believes that the legalization of large-scale land-based casino gaming
in or near certain major metropolitan areas, particularly in California, from
which the Company expects to attract customers could have a material adverse
effect on the Las Vegas market. Such proliferation of gaming activities could
significantly and adversely affect the business of the Company.

The Desert Passage will compete with retail malls in or near Las Vegas,
including the Fashion Show Mall, the Forum Shops at Caesars Palace, the Canal
Shoppes at the Venetian Hotel Casino, the themed mall attraction being
constructed at the Mandalay Bay Resort, and retailers in theme-oriented resorts,
all of which may attract consumers away from the Desert Passage and the Complex.

EMPLOYEES

As of March 15, 2000, the Company had approximately 140 employees. The
Company anticipates that immediately prior to completion of the Aladdin, it will
employ approximately 3,800 employees in connection with the Aladdin. The Company
has undertaken a major recruiting and training program prior to the opening of
the Aladdin at a time when other major new facilities have completed recruiting
employees. The Company believes it will be able to attract and retain a
sufficient number of qualified individuals to operate the Aladdin, however,
there can be no assurance that it will be able to do so. Furthermore, the
Company does not know whether or to what extent such employees will be covered
by collective bargaining agreements, as that determination will be ultimately
made by such employees.

SERVICE MARKS

The Company owns four federally registered trademarks utilizing "Aladdin"
for use in connection with casinos and casino entertainment services and hotel
and restaurant services (collectively, "Marks"). The company has filed the
appropriate documentation with the United States Patent and Trademark Office to
ensure the validity of its Marks through the period of time the Aladdin is under
construction. A lien on the Marks was granted to the Bank Lenders on
February 26, 1998.

REGULATION AND LICENSING

The ownership and operation of casino gaming facilities in the state of
Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations
promulgated thereunder (collectively, "Nevada Act"); and (ii) various local
regulations (collectively, "Gaming Approvals"). The operation of the Casino by
the Company will be subject to the licensing and regulatory control of the
Nevada Gaming Commission ("Nevada Commission"), the Nevada State Gaming Control
Board ("Nevada Board"), and the Clark County Liquor and Gaming Licensing Board
("CCLGLB"). The Nevada Commission, the Nevada Board, and the CCLGLB are
collectively referred to as the "Nevada Gaming Authorities."

The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy that are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing

reliable record keeping and requiring the filing of periodic reports with the
Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent
practices; and (v) providing a source of state and local revenues through
taxation and licensing fees. Any change in such laws, regulations and procedures
could have a material adverse effect on the proposed gaming operations of the
Aladdin and the financial condition and results of operations of Aladdin Gaming,
LLC, which is defined for this section only as "Company."

As operator and manager of the Aladdin, the Company will conduct
nonrestricted gaming operations at the Casino and so will be required to be
licensed by the Nevada Gaming Authorities. A nonrestricted gaming license
permits the holder to operate sixteen or more slot machines, or any number of
slot machines with at least one table game. The gaming license will require the
periodic payment of fees and will not be transferable. No person will be able to
become a member of, or receive any percentage of the profits of, the Company
without first obtaining Gaming Approvals. In connection with the registration
and licensing of Gaming Holdings as a holding company and a member, each direct
and indirect owner of Gaming Holdings, including, but not limited to, Gaming
Enterprises, London Clubs, LCNI, London Clubs Holdings, Ltd. (a wholly-owned
subsidiary of London Clubs and the holding company for LCNI), AHL, the Sommer
Trust, Sommer Enterprises, GAI and their respective owners (collectively,
"Aladdin Owners") will be required to obtain from the Nevada Gaming Authorities
the applicable Gaming Approvals. Capital will also be subject to being called
forward for a finding of suitability as a co-issuer of the Notes in the
discretion of the Nevada Gaming Authorities.

Gaming Holdings is a "publicly traded corporation" as that term is defined
in the Nevada Act. If the Company issues an initial public offering of equity it
will also become a "publicly traded corporation" ("IPO Entity") as that term is
defined in the Nevada Act. In order for a company that is a publicly traded
corporation to receive a gaming license, the Nevada Commission must exempt the
company from a regulatory provision in the Nevada Act which makes publicly
traded corporations ineligible to apply for or hold a gaming license. However,
the Nevada Commission has exempted companies from this provision in the past and
has granted gaming licenses to publicly traded corporations. If the Company
becomes an IPO Entity, the Company intends to apply for an exemption from this
eligibility requirement ("Exemption") in connection with its application for a
gaming license. In connection with licensing and receipt of the Exemption,
Gaming Holdings, London Clubs, Enterprises and the Company will each also be
required to be registered by the Nevada Commission as a publicly traded
corporation ("Registered Company"). The following regulatory requirements will
be applicable to the Company, Gaming Holdings and the Aladdin Owners upon their
receipt of all necessary Gaming Approvals from the Nevada Gaming Authorities.
The Company, Gaming Holdings and the Aladdin Owners have not yet obtained from
the Nevada Gaming Authorities the Gaming Approvals required in order for the
Company to conduct gaming operations at the Aladdin and there can be no
assurances given that such Gaming Approvals will be obtained, or that they will
be obtained on a timely basis. There can also be no assurances that the
Company's officers, managers and key employees will obtain Gaming Approvals from
the Nevada Gaming Authorities.

As a Registered Company and an entity licensed by the Nevada Gaming
Authorities ("Company Licensee"), the Company will be required to periodically
submit detailed financial information and operating reports to the Nevada
Commission and furnish any other information that the Nevada Commission may
require. No person may become a member of, or receive any percentage of profits
from, a Company Licensee without first obtaining licenses and approvals from the
Nevada Gaming Authorities.

The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company, Gaming
Holdings and the Aladdin Owners to determine whether such individual is suitable
or should be licensed as a business associate of a Company Licensee. Officers,
managers and certain key employees of the Company and Gaming Holdings must file
applications with the Nevada Gaming Authorities and will be required to be
licensed or found suitable by the Nevada Gaming Authorities in connection with
the Company's application. The Nevada Gaming Authorities may deny an application
for licensing or a finding of suitability for any cause they deem reasonable. A
finding of

suitability is comparable to licensing, and both require submission of detailed
personal and financial information followed by a thorough investigation. The
entity with whom the applicant is employed or for whom the applicant serves,
must pay all the costs of the investigation. Changes in licensed positions must
be reported to the Nevada Gaming Authorities, and in addition to their authority
to deny an application for a finding of suitability or licensure, the Nevada
Gaming Authorities have jurisdiction to disapprove a change in a Company
position.

If the Nevada Gaming Authorities were to find an officer, manager or key
employee of the Company or Gaming Holdings unsuitable for licensing or to
continue having a relationship with the Company or Gaming Holdings, the Company
or Gaming Holdings, as the case may be, would have to sever all relationships
with such person. In addition, the Nevada Commission may require the Company or
Gaming Holdings, as the case may be, to terminate the employment of any person
who refuses to file appropriate applications. Determinations of suitability or
of questions pertaining to licensing are not subject to judicial review in
Nevada.

The Company will be required to submit detailed financial and operating
reports to the Nevada Commission. Substantially all material loans, leases,
sales of securities and similar financing transactions by the Company will be
required to be reported to or approved by the Nevada Commission. If the Company
is licensed by the Nevada Gaming Authorities, any (i) guarantees of the Notes
issued by the Company or its members; (ii) hypothecation of assets of the
Company as security for the Notes; and/or (iii) pledges of the equity securities
of the Company as security for the Notes will require the approval of the Nevada
Commission in order to remain effective. An approval by the Nevada Commission of
a pledge of equity securities does not constitute approval to foreclose on such
pledge. Separate approval is required to foreclose on a pledge of equity
securities of a Company Licensee and such approval requires the licensing of the
indenture trustee unless such requirement is waived upon the application of the
indenture trustee. Additionally, any (i) restrictions on the transfer of, and
(ii) agreements not to encumber the equity securities of the Company in respect
of the Notes, may require the approval of the Nevada Commission in order to
remain effective.

If it were determined that the Nevada Act was violated by the Company or
Gaming Holdings, the Gaming Approvals they hold could be limited, conditioned,
suspended or revoked, subject to compliance with certain statutory and
regulatory procedures. In addition, the Company, Gaming Holdings and the persons
involved could be subject to substantial fines for each separate violation of
the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor
could be appointed by the Nevada Commission to operate the Aladdin and, under
certain circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of the Aladdin) could be forfeited to
the state of Nevada. Limitation, conditioning or suspension of any Gaming
Approval or license or the appointment of a supervisor could (and revocation of
any Gaming Approval would) materially adversely affect the gaming operations of
the Aladdin and the financial position and results of operations of the Company
and the Issuers.

Any beneficial holder of a Registered Company's voting or non-voting
securities (including warrants exercisable into such securities) regardless of
the number of shares owned, may be required to file an application, be
investigated, and have its suitability as a beneficial holder of the Registered
Company's securities determined if the Nevada Commission has reason to believe
that such ownership would otherwise be inconsistent with the declared policies
of the state of Nevada. The applicant must pay all costs of investigation
incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires beneficial ownership of more
than 5% of a Registered Company's voting securities (including warrants
exercisable into voting securities) to report the acquisition to the Nevada
Commission. The Nevada Act requires that beneficial owners of more than 10% of a
Registered Company's voting securities apply to the Nevada Commission for a
finding of suitability within thirty days after the Chairman of the Nevada Board
mails the written notice requiring such filing.

Under certain circumstances, an "institutional investor," as defined in the
Nevada Act, which acquires more than 10%, but not more than 15%, of the
Registered Company's voting securities (including warrants exercisable into
voting securities) may apply to the Nevada Commission for a waiver of such
finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor shall not be
deemed to hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of the Registered Company, and change in the Registered Company's corporate
charter, bylaws, management, policies or operations of the Registered Company,
or any of its gaming affiliates, or any other action which the Nevada Commission
finds to be inconsistent with holding the Company's voting securities for
investment purposes only. Activities which are not deemed to be inconsistent
with holding voting securities for investment purposes only include: (i) voting
on all matters voted on by stockholders or interest holders; (ii) making
financial and other inquiries of management of the type normally made by
securities analysts for information purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent. If
the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information, including a list of beneficial owners. The applicant is
required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability of a
license within thirty days after being ordered to do so by the Nevada Commission
or the Chairman of the Nevada Board, may be found unsuitable. The same
restrictions apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder or beneficial owner found
unsuitable and who holds, directly or indirectly, any beneficial ownership of
the common stock or other equity securities of a Registered Company beyond such
period of time as may be prescribed by the Nevada Commission may be guilty of a
criminal offense. The Registered Company is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Company, the Registered Company: (i) pays
that person any dividend, distribution or interest upon voting securities of the
Registered Company; (ii) allows that person to exercise, directly or indirectly,
any voting right conferred through securities held by that person; (iii) pays
remuneration in any form to that person for services rendered or otherwise; or
(iv) fails to pursue all lawful efforts to require such unsuitable person to
relinquish his voting securities including, if necessary, the immediate purchase
of said voting securities for cash at fair market value.

The Nevada Commission may, in its discretion, require the holder of any debt
security of a Registered Company (such as the Notes) to file an application, be
investigated and be found suitable to own the debt security of a Registered
Company. If the Nevada Commission determines that a person is unsuitable to own
such security, then pursuant to the Nevada Act, the Registered Company can be
sanctioned, including the loss of approvals, if without the prior approval of
the Nevada Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any voting right by
such unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the
unsuitable person by way of principal, redemption, conversion, exchange,
liquidation, or similar transaction.

The Company will be required to maintain a current members' ledger in Nevada
that may be examined by the Nevada Gaming Authorities at any time. The Nevada
Commission has the power to require that their respective members' certificates
bear a legend indicating that such securities are subject to the Nevada Act. It
is unknown at this time whether the Nevada Commission will impose this
requirement on the Company.

After becoming a Registered Company, London Clubs, Gaming Enterprises, the
Company and Gaming Holdings may not make a public offering of any securities
(including, but not limited to, the Common Stock of Enterprises upon the
exercise of the Warrants) without the prior approval of the Nevada

Commission if the securities or the proceeds therefrom are intended to be used
to construct, acquire or finance gaming facilities in Nevada, or to retire or
extend obligations incurred for such purposes. Such approval, if given, does not
constitute a finding, recommendation or approval by the Nevada Commission or the
Nevada Board as to the accuracy or adequacy of the prospectus or the investment
merits of the securities. Any representation to the contrary is unlawful.

The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as such term is defined in
the Nevada Act, or which is not otherwise subject to the provisions of the
Nevada Act or such regulations, such as the Company and Gaming Holdings, which
plans to make a public offering of securities intending to use such securities,
or the proceeds from the sale thereof for the construction or operation of
gaming facilities in Nevada, or to retire or extend obligations incurred for
such purposes, may apply to the Nevada Commission for prior approval of such
offering ("Qualified Public Offering"). The Nevada Commission may find an
applicant unsuitable based solely on the fact that it did not submit such an
application, unless upon a written request for a ruling, the Nevada Board
Chairman has ruled that it is not necessary to submit an application. The
exchange offer for the Notes qualified as a public offering. Holdings filed a
written request ("Ruling Request") with the Nevada Board Chairman for a ruling
that it is not necessary to submit the Exchange Offer for prior approval. On
August 21, 1998, the Nevada Board Chairman ruled it was not necessary to submit
the exchange offer for the Notes for the Nevada Commission's prior approval. If
Gaming Holdings or the Company become an IPO Entity prior to receiving its
Gaming Approvals, they intend to file a second Ruling Request with the Nevada
Board Chairman for a ruling that it is not necessary to submit the Qualified
Public Offering for the Nevada Commission's prior approval. No assurance can be
given that such a Ruling Request will be granted or that it will be considered
on a timely basis. If the Nevada Board Chairman rules that approval of the
Qualified Public Offering is required, the Company or Gaming Holdings, as
applicable, will file an application for such approval. If the Ruling Request is
not granted, the Qualified Public Offering could be significantly delayed while
the Company or Holdings seeks approval of the Nevada Board and the Nevada
Commission for the Qualified Public Offering. No assurance can be given that
approval of the Qualified Public Offering, if required, will be granted.

Changes in control of a Registered Company through merger, consolidation,
stock or asset acquisitions, management or consulting agreements, or any act or
conduct whereby a person obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Company must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Company. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.

The Nevada Legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Companies that are affiliated
with those operations, may be injurious to stable and productive corporate
gaming. The Nevada Commission has established a regulatory scheme to ameliorate
the potentially adverse effects of these business practices upon Nevada's gaming
industry and to further Nevada's policy to: (i) assure the financial stability
of corporate gaming operators and their affiliates; (ii) preserve the beneficial
aspects of conducting business in the corporate form; and (iii) promote a
neutral environment for the orderly governance of corporate affairs. Approvals
are, in certain circumstances, required from the Nevada Commission before the
Registered Company can make exceptional repurchases of voting securities above
the current market price thereof and before a corporate acquisition opposed by
management can be consummated. The Nevada Act also requires prior approval of a
plan of recapitalization proposed by the Registered Company's Board of Directors
in response to a tender offer made directly to the Registered Company's
stockholders or interest holders for the purposes of acquiring the Registered
Company.

License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the state of Nevada and to Clark
County, Nevada. Depending upon the particular fee or tax involved, these fees
and taxes are payable either monthly, quarterly or annually and are based upon
either: (i) a percentage of the gross revenues received; (ii) the number of
gaming devices operated; or (iii) the number of table games operated. A casino
entertainment tax will also be paid by the Company where certain entertainment
is provided in a cabaret, nightclub, cocktail lounge or casino showroom in
connection with admissions and the serving or selling of food, refreshments or
merchandise.

Any person who is licensed, required to be licensed, registered, required to
be registered, or is under common control with such persons (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada, is required to deposit with the Nevada Board and thereafter maintain, a
revolving fund in the amount of $10,000 to pay the expenses of investigation by
the Nevada Board of their participation in such foreign gaming. The revolving
fund is subject to increase or decrease at the discretion of the Nevada
Commission. Thereafter, Licensees are also required to comply with certain
reporting requirements imposed by the Nevada Act. Licensees are also subject to
disciplinary action by the Nevada Commission if they knowingly violate any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fail to
conduct the foreign gaming operation in accordance with the standards of honesty
and integrity required of Nevada gaming operations, engage in activities or
enter into associations that are harmful to the state of Nevada or its ability
to collect gaming taxes and fees, or employ, contract with or associate with a
person in the foreign operation who has been denied a license or a finding of
suitability in Nevada on the ground of personal unsuitability.

The sale of alcoholic beverages by the Company on the premises of the
Aladdin is also subject to licensing, control and regulation by the CCLGLB. All
licenses are revocable and are not transferable. The CCLGLB has full power to
limit, condition, suspend or revoke any such license, and any such disciplinary
action could (and revocation would) have a material effect on the financial
position and results of operations of the Company and the Issuers.

ITEM 2. PROPERTIES.

Gaming Enterprises does not own or lease any property. The Company owns
approximately 35 acres of land on the Strip on the site of the original Aladdin
hotel and casino in Las Vegas, Nevada. Such property includes the site on which
the Aladdin, Mall Project and the Plant are being constructed and the site on
which the Company intends to build the Aladdin Music Project. The Company is
obligated to transfer approximately 12.4 acres of land to Aladdin Bazaar at a
future date and may contribute approximately 4.8 acres of land to Aladdin Music
as part of the development of the Aladdin Music Project.

The Company currently leases three facilities of approximately 63,000 square
feet for its corporate offices, employee recruiting and warehouse requirements.

ITEM 3. LEGAL PROCEEDINGS.

Gaming Enterprises is not currently party to any material pending
litigation. Other than the Arbitration discussed in "Item 1.
Business--Construction Budget and Schedule," the Company is not a party to any
material pending litigation.

Mr. Jack Sommer, the Chairman of the Gaming Holdings Board and the Gaming
Board and a trustee of the Sommer Trust, and the other trustees of the Sommer
Trust, are co-defendants in a legal action relating to the then existing Aladdin
hotel and casino. The suit was commenced by members of the Aronow family
("Aronow Plaintiffs") in May 1995 in the Supreme Court of the State of New York,
County of New York. In their complaint, the Aronow Plaintiffs alleged that
Mr. Sommer and the Aronow Plaintiffs were parties to a joint venture to acquire
and develop the Aladdin hotel and casino and that Mr. Sommer breached such
alleged agreement when the Sommer Trust acquired an interest in the Aladdin
hotel and casino in December, 1994. The Aronow Plaintiffs are seeking (among
other remedies) to impress a

constructive trust upon the Sommer Trust's interest in the Aladdin hotel and
casino, an accounting, compensatory damages of not less than $200 million and
punitive damages of not less than $500 million.

On January 27, 2000, each of the Aronow Plaintiffs' claims against the
trustees was dismissed. If this decision stands, there can be no liability as a
result of the Aronow Plaintiffs' lawsuit. It is not known at this time whether
the Aronow Plaintiffs will decide to attempt to reargue or decide to appeal, or
whether any reargument or appeal would be successful. As such, there is no way
to evaluate the likelihood of success of any appeal. An adverse decision could
have a material and adverse effect on the Company.

A lawsuit which was filed by Edward Kanbar, Romano Tio and Adina Winston
against Mr. Sommer and the other trustees of the Sommer Trust has been
successfully resolved in favor of Mr. Sommer and the other trustees and all
appeals have been exhausted. No liability will result from this lawsuit.

In 1988, the Sommer Trust and two related entities commenced an action in
the Southern District of New York against certain entities owned and controlled
by Bronfman family interests ("Bronfman Defendants") alleging, among other
things, that the Bronfman Defendants committed violations of Rule 10b-5 under
the Securities Exchange Act of 1934, as amended, as well as multiple breaches of
fiduciary duties as general partner of a partnership in which the Sommer Trust
owns limited partnership interests. Relief requested includes an accounting,
imposition of a constructive trust and damages in excess of $100 million. The
Bronfman Defendants have asserted counterclaims against plaintiffs and certain
Sommer family members individually alleging causes of action for breach of
contract, fraud and various related torts. The Bronfman Defendants claim damages
in excess of $100 million. The trustees of the Sommer Trust have informed the
Company that they are vigorously defending the counterclaim. However, in the
event the Bronfman Defendants are successful, the Sommer Trust might be required
to pay substantial damages. An adverse decision could have a material and
adverse effect on the Sommer Trust.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Neither the capital stock of Gaming Enterprises nor the membership interests
of Aladdin Gaming Holdings, LLC has been registered under the Securities Act of
1933 nor under Section 12 of the Securities Exchange Act of 1934. There is no
established trading market for either the capital stock of Gaming Enterprises or
the common membership interests of Aladdin Gaming Holdings, LLC. Gaming
Enterprises is not aware of any bid quotations for the capital stock of Gaming
Enterprises or the common membership interests of Aladdin Gaming Holdings, LLC.

See Item 12 regarding the numbers of shareholders for Gaming Enterprises.

Since inception Gaming Enterprises has not paid any dividends on its equity
and due to the Company's current long-term debt arrangements restrict, subject
to certain exceptions, the payment of dividends on the Company's equity. See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" and Exhibit 10.12 to this Form 10-K for additional information on
the covenants, conditions and restrictions on the Company under the Bank Credit
Facility.

ITEM 6. SELECTED FINANCIAL DATA.

The historical selected financial data set forth below should be read in
conjunction with "Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Financial Statements and Notes
thereto included elsewhere in this Form 10-K. The statement of operations data
for the years ended December 31, 1999, 1998 and 1997, and the balance sheet data
at December 31, 1999 and 1998 are derived from, and are elsewhere in this
Form 10-K. The historical results are not necessarily indicative of the results
of operations to be expected in the future.

YEAR ENDED DECEMBER 31,
------------------------------
1999 1998 1997(1)
-------- -------- --------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)

INCOME STATEMENT DATA:
Gross revenues..................................... None None None
Promotional Allowances............................. None None None
Net revenues....................................... None None None
Operating expenses................................. $ 1 $ 3 None
Operating income (loss)............................ $ (1) $ (3) None
Interest income (expense), net..................... None None None
Net loss........................................... $8,488 $10,620 None

Per Share Data:
Loss before extraordinary item..................... $ 2.56 $ 3.69 N/A
Extraordinary item................................. None None N/A
Basic and diluted loss per share................... $ 2.56 $ 3.69 N/A

Other Data:
Capital expenditures............................... None None None
Cash dividends per common membership interest...... None None None

DECEMBER 31,
------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)

BALANCE SHEET DATA:
Total assets........................................ $8,563 $17,050 $1
Long-term debt (including current maturities)....... None None None
Stockholders' equity................................ 8,559 17,047 1

- - ------------------------

(1) This is for the period from inception (December 1, 1997) through December
31, 1997.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion should be read in conjunction with the various
other reports which have been previously filed with the United States Securities
and Exchange Commission ("SEC"), which may be inspected, without charge, at the
Public Reference Section of the SEC located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the SEC internet site address: http://www.sec.gov.

DEVELOPMENT ACTIVITIES

Gaming Enterprises is an indirect subsidiary of AHL and was incorporated in
December, 1997, for the sole purpose of issuing warrants and warrant shares as
part of the Notes offering. The sole material asset of Gaming Enterprises is 25%
of the Holdings Common Membership Interests which represents an indirect
interest to the warrant holders of 10% of the outstanding Holdings Common
Membership Interests on a fully diluted basis. Gaming Enterprises has no
business or activities other than its investment in Gaming Holdings, which is a
development stage company. Gaming Holdings is a holding company, the material
assets of which are 100% of the outstanding Common Membership Interests and 100%
of the outstanding Series A Preferred Interests in Gaming. The operations of
Gaming Holdings and its subsidiaries ("Company") have been limited to obtaining
financing for, securing the land for, arranging for the construction of,
finalizing the design of, constructing and developing, and applying for the
appropriate gaming licenses for the Aladdin.

RESULTS OF OPERATIONS

Enterprises has no business or activities or material assets other than its
investment in Gaming Holdings, which is a development stage company and has no
significant operations to date.

The Company is in the development stage and has no significant operations to
date. The Company has capitalized all qualifying construction costs.
Accordingly, the Company does not have any historical operating income. The
capitalized costs consist primarily of land contributed by certain members of
Gaming Holdings, design fees, financing and commitment fees, construction costs
and interest on qualifying assets. Capitalized costs include approximately
$2.2 million related to Aladdin Music for necessary predevelopment costs and
expenses of the Aladdin Music Project. The Company's operating expenses
primarily have consisted of interest, amortization costs and expenses related to
the Notes and pre-opening costs.

The Company anticipates that its results of operations from inception to the
opening of the Aladdin will be adversely affected by the expensing of
pre-opening costs and interest not qualifying for capitalization and should not
be indicative of future operations. Accordingly, historical results will not be
indicative of future operating results. Future operating results of the Company
are subject to significant business, economic, regulatory and competitive
uncertainties and contingencies, many of which are beyond the Company's control.
While the Company believes that the Aladdin will be able to attract a sufficient
number of patrons and achieve the level of activity necessary to permit the
Company to meet its debt payment obligations, including the Notes and other
indebtedness, and its other obligations, there can be no assurance with respect
thereto.

Because Gaming Enterprises' only material asset is its 25% interest in
Gaming Holdings, Gaming Enterprises records 25% of Gaming Holdings' losses and
preferred dividend in arrears as equity in loss of unconsolidated affiliate.

Gaming Enterprises recorded a net loss of approximately $8.5 million and
$10.6 million for the years ended December 31, 1999 and 1998, respectively.
Gaming Enterprises cumulative loss for the period of inception (December 3,
1997) to December 31, 1999 was approximately $19.1 million. Gaming Holdings'

losses were due to the pre-opening costs, interest expense, amortization costs
and expenses related to the Note.

MATERIAL CHANGES IN FINANCIAL CONDITION

Through December 31, 1999, approximately $424.2 million had been expended
primarily on the development of the Aladdin, of which approximately
$74.5 million had been expended on repayment of debt associated with the land
contribution to the Company, approximately $292.6 million in construction,
furniture, fixtures and equipment, and capitalized interest, approximately
$39.5 million in debt issuance and member equity costs, and approximately
$17.6 million in pre-opening costs, net interest expense, and other current
assets.

LIQUIDITY AND CAPITAL RESOURCES

On February 26, 1998, Gaming Holdings and Capital issued $221.5 million in
aggregate principal amount of the Notes. The proceeds to the Company from the
Notes were approximately $115.0 million and all the proceeds have been utilized
by the Company for the development and construction of the Aladdin. For further
details on the Notes, including the covenants, restrictions and limitations on
the Company pursuant to the Notes Indenture, see Exhibit 10.1 to the Gaming
Enterprises' Form 10-K for the year ended December 31, 1999.

Gaming has a credit facility ("Bank Credit Facility" or "Credit Agreement")
with various financial institutions and The Bank of Nova Scotia as the
administrative agent for the lenders (collectively, "Lenders"). The Credit
Agreement consists of three separate term loans. Term A Loan comprises a term
loan of $129.7 million and matures five and one-half years after the initial
borrowing date. Term B Loan comprises a term loan of $114 million and matures
eight and one-half years after the initial borrowing date. Term C Loan comprises
a term loan of $160 million and matures ten years after the initial borrowing
date. As of December 31, 1999, approximately $7.3 million of the Term B Loan
proceeds, plus accrued interest, and approximately $53.3 million of the Term C
Loan proceeds, plus accrued interest, is available. As of December 31, 1999,
Gaming has approximately $20 million of interest income that has been earned on
the Term B and Term C Loan proceeds that is also available. The disbursement of
the proceeds of the Term A Loan has not commenced as of the date hereof. Under
the Credit Agreement, Gaming had $21.3 million available for its investment in
Aladdin Music. However, during the Third Quarter of 1999, pursuant to the Credit
Agreement, Gaming could, and did, allocate $15.0 million of such funds to the
Theater renovation and reduced the Term A Loan by the remaining $6.3 million.
For further details on the Bank Credit Facility, including the covenants,
restrictions and limitations on Gaming pursuant to the Bank Credit Facility, see
Exhibit 10.12 to Gaming Enterprises Form 10-K for the year ended December 31,
1999.

Gaming has operating lease financing of up to $60 million and a term loan
facility of $20 million to obtain gaming equipment and other specified equipment
(collectively, "FF&E Financing"). On March 6, 2000, disbursements under the FF&E
Financing commenced. For further details on the operating lease financing and
term loan facility, including the covenants, restrictions and limitations on
Gaming pursuant to the FF&E Financing, see Exhibit 10.40 to Gaming Enterprises'
Form 10-K for the year ended December 31, 1999.

Upon the later of (a) the transfer of the real property under the Mall
Project by Gaming to Aladdin Bazaar, or (b) the commencement of Aladdin's
operations, Aladdin Bazaar will execute a promissory note of approximately
$16.7 million to Gaming. Principal and interest on the note is payable by
Aladdin Bazaar to Gaming in the amount of $2 million per year. The required
payments are subordinated to various restrictions under the Aladdin Bazaar
operating agreement. Due to the restrictions upon the payments, there can be no
assurances that Gaming will receive any payments under this note.

London Clubs, the Sommer Trust, and Aladdin Bazaar Holdings, LLC ("Bazaar
Holdings"), which is owned 99% by the Sommer Trust (collectively, "Bank
Completion Guarantors"), have entered into a

completion guaranty ("Bank Completion Guaranty") for the benefit of the Lenders
under the Bank Credit Facility, under which they have agreed to guarantee, among
other things, the completion of the Aladdin. The Bank Completion Guaranty is not
subject to any maximum dollar limitations. From January 1, 1999 to December 31,
1999, a total of approximately $67.2 million in payments has been made pursuant
to the Bank Completion Guaranty, which has been funded approximately
$62.8 million by London Clubs and approximately $4.4 million by the Sommer
Trust. Pursuant to a contribution agreement ("Contribution Agreement"), dated as
of February 26, 1998, the Sommer Trust and London Clubs agreed to share all
obligations under the Bank Completion Guaranty, 75% and 25%, respectively, and
to the extent that one of the parties could not fund its proportionate amount
under the Contribution Agreement, the other party could fund the
non-contributing party's proportionate amount. However, effective as of
October 1, 1999, London Clubs and the Sommer Trust amended the "Contribution
Percentage" provided in the Contribution Agreement to be 60% in the case of the
Sommer Trust and 40% in the case of London Clubs. The holders of the Notes are
not a party to the Bank Completion Guaranty; however, London Clubs, the Sommer
Trust and Bazaar Holdings have entered into a limited completion guaranty for
the benefit of the Noteholders ("Noteholder Completion Guaranty") under which
they guarantee completion of the Aladdin, subject to certain important
exceptions, limitations and qualifications. The Noteholder Completion Guaranty
contains certain intercreditor provisions that significantly limit the rights of
the Trustee under the Noteholder Completion Guaranty.

During 1999, the Company increased the Main Project Budget by approximately
$79.6 million, of which $12.4 million was funded in the first quarter of 2000.
This amount reflected an increase in construction costs of approximately
$53.2 million, an increase in pre-opening costs of approximately $21.9 million
and an increase in capitalized interest of $4.5 million. Pursuant to the Bank
Completion Guaranty, during 1999, a total of $67.2 million was paid,
approximately $62.8 million by London Clubs and approximately $4.4 million by
the Sommer Trust.

In connection with the development of the Mall Project, Aladdin Bazaar will
reimburse the Company approximately $14.2 million for the construction of
certain areas shared by the Aladdin and the Mall Project and the facade to the
Aladdin. Additionally, Aladdin Bazaar is obligated to spend no more than

$36 million for the Carpark. Therefore, any cost overruns associated with these
items will be borne by the Company. In addition, the Company is obligated to pay
to Aladdin Bazaar: (i) a $3.2 million fee per year for a term of 99 years, which
is adjusted every fifth year pursuant to a consumer price index-based formula,
for usage of the Carpark; and (ii) the Company's proportionate share of the
operating costs associated with the Carpark and other common areas.

The Company believes that the funds provided by the Notes, Bank Credit
Facility, FF&E Financing, London Clubs' equity contribution and contributions
pursuant to the Bank Completion Guaranty (collectively, "Funding Transactions")
will be sufficient to develop, complete and commence operation of the Aladdin;
however, there can be no assurance that the Funding Transactions will be
sufficient for the development, construction and commencement of operation of
the Aladdin.

Following the commencement of operations of the Aladdin, the Company expects
to fund its operating, debt service and capital needs, as currently
contemplated, with $15 million of working capital from the Funding Transactions
and operating cash flows. In addition, upon the opening of the Aladdin, the
Company is expected to have an aggregate of $10.0 million available under a
working capital facility; however, there can be no assurance such facility will
be available to the Company, or that, if available, the facility will be on
terms favorable to the Company.

Although no additional financing is contemplated, the Company will seek, if
necessary and to the extent permitted under the Notes Indenture and the terms of
the Bank Credit Facility and the FF&E Financing, additional financing through
additional bank borrowings or debt or equity financings. There can be no
assurance that additional financing, if needed, will be available to the
Company, or that, if available, the financing will be on terms favorable to the
Company. There can also be no assurance that estimates by the Company of its
reasonably anticipated liquidity needs are accurate or that new business
developments or other unforeseen events will not occur, resulting in the need to
raise additional funds.

GAMING HOLDINGS CAPITAL RESTRUCTURE

On December 10, 1999, the holders of Holdings Common Membership Interests
entered into an agreement ("Agreement") to restate the capital structure of
Gaming Holdings. The Sommer Trust and London Clubs are collectively referred to
below as the "Guarantors."

Prior to the execution of the Agreement, if either the Sommer Trust or
London Clubs (each a "Guarantor") was unable to make a capital contribution to
Gaming Holdings as required under the Bank Completion Guaranty and the Gaming
Holdings Operating Agreement, the contributing Guarantor could lend funds to the
other Guarantor to satisfy its obligations under the guaranty. Gaming Holdings
issued Series A Preferred Shares in exchange for all completion guaranty
payments made prior to the execution of the Agreement. The Guarantors determined
that this mechanism for contributing such amounts to Gaming Holdings was not
adequate. Accordingly, they adopted the Agreement to rescind the loans between
them and restate all Completion Guaranty Payments as contributions from the
Guarantor providing the capital directly to Gaming Holdings.

Pursuant to the Agreement, the Series A Preferred Shares previously issued
in exchange for payments made pursuant to the Bank Completion Guaranty
("Completion Guaranty Payments") were rescinded and Gaming Holdings issued
(i) Series A Preferred Shares to London Clubs for $11,817,539 of Completion
Guaranty Payments plus $2,534,519 of unpaid preferred return accrued on such
payments prior to October 1, 1999, (ii) Series C Convertible Preferred Shares to
London Clubs for $30,000,000 of Completion Guaranty Payments made prior to
October 1, 1999, (iii) Series CC Convertible Preferred Shares to London Clubs
for the unpaid cumulative preferred return on the Series C Convertible Preferred
Shares that accrued between October 1, 1999 and the date of conversion of the
Series C Convertible Preferred Shares, (iv) Series D Preferred Shares to London
Clubs representing a profits only interest in Gaming Holdings, and
(v) Series E Preferred Shares to the Sommer Trust for $4,333,034 of Completion
Guaranty Payments made prior to October 1, 1999. The Agreement further provides
that Gaming Holdings shall issue, for all future completion guaranty payments
made by the Guarantors (i) Series A Preferred Shares in exchange for the
contribution of such payments and (ii) Series D Preferred Shares representing a
profits only interest in Gaming Holdings.

The Series C Convertible Preferred Shares shall earn a return equal to
twenty percent (20%) per annum, cumulative and compounded semi-annually from
October 1, 1999. London Clubs has the option to convert all (but not less than
all) of the Series C Convertible Preferred Shares into fifteen percent (15%) of
the Holdings Common Membership Interests at any time on or before April 30,
2000. If the Series C Convertible Preferred Shares are converted, LCNI's
ownership interest would increase to forty percent (40%) of the Holdings Common
Membership Interests and Sommer Enterprises' ownership interest would decrease
to thirty-two percent (32%) of the Holdings Common Membership Interests, so
that, when combined with Sommer Enterprises interest in Gaming Enterprises,
Sommer Enterprises would have a total ownership interest of fifty seven percent
(57%). The Series CC Preferred Shares shall earn a return equal to twenty
percent (20%) per annum, cumulative and compounded semi-annually. Pursuant to a
subsequent Letter Agreement between the Guarantors dated February 23, 2000, the
Series D Preferred Shares and the Series A Preferred Shares shall earn a
combined preferred return equal to the return earned on the Series E Preferred
Shares (i.e., thirty percent (30%) per annum, cumulative and compounded
semi-annually). The Series E Preferred Shares shall earn a return equal to
thirty percent (30%) per annum, cumulative and compounded semi-annually. With
respect to the allocation of Profits and Losses, and Distributions including
distributions in liquidation, the following is the order of priority of the
Preferred Shares: Series A Preferred Shares, Series D Preferred Shares,
Series C Convertible, and Series CC Preferred Shares, and collectively (PARI
PASSU) Series E and B Preferred Shares.

As a function of the Agreement, the Guarantors further amended, effective as
of October 1, 1999, the Contribution Agreement so that the "Contribution
Percentage" shall mean, for the purposes of Completion Guaranty Payments,
(a) sixty percent (60%) in the case of the Sommer Trust and (b) forty percent
(40%) in the case of London Clubs.

As part of the Agreement, Gaming Holdings, the Sommer Trust, London Clubs
and LCNI entered into a Redemption Agreement with regard to their respective
right to redeem or purchase, as the case may be, the Series A and D Preferred
Shares (as a unit consisting of one Series A Preferred Share and one Series D
Preferred Share ("Redeemable Preferred Share")) as follows:

Gaming Holdings shall have the right, subject to and in conformity with the
provisions of the Indenture to redeem any amount of Redeemable Preferred Shares
at an amount equal to the fully accreted value of such shares at the time of
redemption, together with a "make whole" agreement whereby the holder of the
Redeemable Preferred Shares being redeemed shall be made whole by Gaming
Holdings with respect to the holder's costs and expenses incurred in financing
the Redeemable Preferred Shares and making them available for redemption by
Gaming Holdings.

If the Sommer Trust, Sommer Enterprises or a wholly-owned subsidiary of the
Sommer Trust or Sommer Enterprises to be designated by the Sommer Trust is in a
position to offer payment to London

Clubs or LCNI at the fully accreted value on the date of offer to buy Redeemable
Preferred Shares of Gaming Holdings held by London Clubs and LCNI, the Sommer
Trust, Sommer Enterprises or a wholly-owned subsidiary of the Sommer Trust or
Sommer Enterprises to be designated by the Sommer Trust shall have the right
from time to time but not the obligation to purchase from London Clubs and LCNI
an amount of such shares so that the total Redeemable Preferred Shares held by
the Sommer Trust, Sommer Enterprises or a wholly-owned subsidiary of the Sommer
Trust or Sommer Enterprises to be designated by the Sommer Trust and all its
Affiliates (including such Redeemable Preferred shares they may have held) would
be up to 60% of all outstanding Redeemable Preferred Shares at a price equal to
their then fully accreted value. Purchase by the Sommer Trust of any Redeemable
Preferred Shares held by London Clubs or LCNI shall include a "make whole"
payment by the Sommer Trust to London Clubs or LCNI consisting of (i) the Sommer
Trust's applicable proportionate share of all fees, transaction costs, call
premiums and other expenses borne by London Clubs or LCNI in connection with the
financing of the acquisition of the Redeemable Preferred Shares (but solely with
respect to the proportionate share of the proceeds from such financing which is
directly invested in the Aladdin) and their purchase by the Sommer Trust
including interest at the rate of prime plus two percent (2%) per annum from the
time expenses were incurred by London Clubs to the time of the make whole
payment; and (ii) 100% of any increased tax consequences to London Clubs or LCNI
resulting from the purchase of the Redeemable Preferred Shares by the Sommer
Trust as opposed to redemption by Gaming Holdings. Upon purchase by the Sommer
Trust, and at its option to be exercised at the time of purchase, the Redeemable
Preferred Shares purchased from London Clubs or LCNI may either (i) (a) be
subordinated to those Redeemable Preferred Shares still held by London Clubs or
LCNI, but rank ahead of all other Preferred Shares, and (b) earn a reduced unit
return to be no greater than twenty percent (20%) or less than fifteen percent
(15%) per annum, cumulative and compounded semi-annually to be determined no
later than the time the parties enter into formal amendments to the Operating
and Contribution Agreements; or (ii) (a) be PARI PASSU with the Redeemable
Preferred Shares still held by London Clubs or LCNI and (b) earn a reduced unit
return equal to the yield to worst on the Notes at the time of purchase by the
Sommer Trust plus 100 basis points, such return to be per annum, cumulative and
compounded semi-annually. In the event that the Sommer Trust is in the position
to offer payment as set forth herein, and makes a good faith offer to purchase
up to 60% of the Redeemable Preferred Shares but London Clubs or LCNI, as the
case may be, is unable to sell such shares for any reason, London Clubs will
negotiate in good faith with the Sommer Trust a "make whole" agreement whereby
the Sommer Trust shall be compensated no more than its actual losses, taking
account of the full costs including financing costs and "make whole" payments it
would have incurred in acquiring and holding such shares, and in any event no
more than the return it would have received by owning the Redeemable Preferred
Shares if offered to purchase from London Clubs or LCNI and exercising the
option set forth herein, less the return the Sommer Trust would receive if it
acquired an equivalent amount of United States Treasury securities at the then
prevailing rate.

In the event that the terms of the financing arrangements obtained by London
Clubs with respect to financing future Completion Guaranty Payments requires a
transfer of Holdings Common Membership Interest to London Club's lenders in the
form of non-voting warrants, or otherwise, the Trust and London Clubs have
agreed that both LCNI and Sommer Enterprises shall be diluted in such
proportions and in such amounts as shall be agreed upon by the parties when the
terms of such financing arrangements have been finalized.

The holders of Holdings Common Membership Interests also amended the Gaming
Holdings Operating Agreement, (a) in regards to the definition of "Permitted
Transferee" and "Prohibited Transferee;" (b) to provide that the Board of
Managers of Gaming Holdings shall be expanded to seven Board Members and
appointed as follows: (i) Aladdin Enterprises shall appoint three Board Members
and (ii) LCNI shall appoint four Board Members, and as of March 15, 2000, the
Board Members are Jack Sommer, Ronald B. Dictrow and Richard J. Goeglein as
Aladdin Enterprises appointees and Alan L. Goodenough, G. Barry C. Hardy,
William Timmins and one other appointee who shall be an officer, director or
employee of LCI still to be named by LCNI; (c) to provide that the failure of
either the

Sommer Trust or London Clubs to pay its pro rata shares of Completion Guaranty
Payments (i) shall not result in the removal by LCNI if London Clubs has failed
to pay its pro rata share, or Aladdin Enterprises, if the Sommer Trust has
failed to pay its pro rata share, of one of their respective designated Board
Members and (ii) shall not result in the replacement of Jack Sommer as Chairman
of the Board; (d) eliminating the requirement of the vote or consent in writing
of a Supermajority to declare setting aside or payment of any Distribution with
respect to Series A Preferred Shares; and (e) including Music within the
definition of Subsidiary of Gaming Holdings.

Section 6.7(b), (c) and (d) of the Amended and Restated Purchase Agreement
dated as of February 26, 1998 between LCNI, London Clubs, Gaming Holdings,
Gaming, Aladdin Holdings, LLC, Sommer Enterprises and the Sommer Trust, which
relates to certain participation and approval rights of LCNI with respect to the
Aladdin Music Project is deleted.

The Board of Managers for Aladdin Music Holdings, LLC and Aladdin Music, LLC
shall each have six Board Members appointed as follows: (a) the Sommer Trust
shall appoint three Board Members; and (b) London Clubs shall appoint three
Board Members.

Notwithstanding any other provision in the parties' agreement as detailed
above, if the parties are unable for any reason to effect a transfer of fifteen
percent (15%) of the Holdings Common Membership Interests to LCNI upon
conversion of the Series C Convertible Preferred Shares, no part of the
Agreement shall be effective.

As of February 23, 2000, the holders of Holdings Common Membership Interests
entered into an agreement whereby, if certain payments are made with respect to
certain letters of credit issued in connection with Gaming's acquisition of
furniture, fixtures and equipment, such payments shall be treated in a manner
similar to Completion Guaranty Payments as set forth above.

MARKET RISK

Effective June 30, 1999, Gaming restructured its interest rate swap
arrangements in an effort to reduce future expenditures for interest. Gaming has
entered into these agreements to manage interest expense, which is subject to
fluctuations due to the variable nature of the London Interbank Offered Rate
("LIBOR"). In exchange for entering into the transaction, Gaming received
$500,000 from the counterparty in July, 1999.

Beginning June 30, 1999, Gaming has the following interest rate swaps,
interest rate ceilings and floor caps, and related notional amounts in effect:
(i) an interest rate swap with an original notional amount of $114 million
increasing to a maximum of $222.5 million whereby interest is fixed at 5.50%
through March 31, 2000; (ii) after March 31, 2000, an interest rate collar with
a notional amount of $250 million, a maximum and minimum interest rate of 7.5%
and 5.15%, respectively, will go into effect and mature on September 30, 2006;
and (iii) an interest rate collar with a notional amount of $160 million, a
maximum rate of 8.00%, a minimum rate of 5.15% and a maturity date of March 31,
2003. All rates noted above are LIBOR equivalents only and do not include the
impact of the basis point additions to LIBOR that are used in calculating
interest expense on Gaming's term loans. The LIBOR applicable to these
agreements was 6.16% as of December 31, 1999. The fair market value of the
Gaming's interest rate swaps, interest rate ceilings and floor caps as provided
by the counterparty, is a net receivable of approximately $4.9 million at
December 31, 1999.

The notional amounts do not represent amounts exchanged by the parties, and
thus are not a measure of exposure of Gaming. The amounts exchanged are normally
based on the notional amounts and other terms of the swaps. The variable rates
are subject to change over time as LIBOR fluctuates.

Neither Gaming nor the counterparty, which is a prominent financial
institution, is required to collateralize their respective obligations under
these swaps. Gaming is exposed to loss if the counterparty

defaults. However, the Company considers the risk of non-performance to be
minimal as the counterparty is a member of the Bank Credit Facility.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 requires that
entities record all derivatives as assets or liabilities measured at fair value,
with the change in fair value recognized in earnings or in other comprehensive
income, depending on the use of the derivative and whether it qualifies for
hedge accounting. SFAS No. 133 amends or supercedes several current accounting
statements. In July 1999, the FASB issued SFAS No. 137 which delays the
effective date of SFAS No. 133 from fiscal year 2000 to fiscal year 2001. Gaming
Holdings is in the process of analyzing SFAS No. 133 and the impact on its
consolidated financial position and results of operations.

CERTAIN FORWARD LOOKING STATEMENTS

Certain information included in this Form 10-K and other materials filed or
to be filed by the Company with the Securities and Exchange Commission (as well
as information included in oral statements or other written statements made or
to be made by the Company) contains statements that are forward-looking within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
include, without limitation, those relating to the Design/Build Contract, the
Credit Agreement and other agreements, plans for future operations, current
construction and development activities (including competition dates and
budgets), other business development activities, capital spending, financing
sources and the effect of regulation (including gaming and tax regulations) and
competition. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ from those expressed in any forward-
looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to the current
development and construction activities and costs and timing thereof, the
sources and extent of financing for the Project, dependence on existing
management, leverage and debt service (including sensitivity to fluctuations in
interest rates), domestic or international economic conditions (including
sensitivity to fluctuations in foreign currencies), changes in federal or state
tax laws or the administration of such laws, changes in gaming laws or
regulations (including the legalization of gaming in certain jurisdictions) and
application for licenses and approvals under applicable jurisdictional laws and
regulations (including gaming laws and regulations).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There is incorporated by reference the information appearing under the
caption "Market Risk" in Item 7 of this Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Public Accountants

To the Board of Directors of
Aladdin Gaming Enterprises, Inc.:

We have audited the accompanying balance sheets of Aladdin Gaming
Enterprises, Inc. (a Nevada corporation in the development stage) as of
December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1999 and
1998 and for the period from inception (December 3, 1997) to December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Aladdin Gaming
Enterprises, Inc. as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
for the period from inception (December 3, 1997) to December 31, 1999, in
conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Las Vegas, Nevada
March 30, 2000

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

DECEMBER 31, 1999 AND 1998

(IN THOUSANDS EXCEPT FOR SHARE DATA)

DECEMBER 31, DECEMBER 31,
1999 1998
------------ ------------

ASSETS
Cash and cash equivalents................................... $ 1 $ 1
Investment in unconsolidated affiliate...................... 8,562 17,049
-------- --------
$ 8,563 $ 17,050
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to related party.................................... $ 4 $ 3
Common Stock
Class A, no par value, 2,000,000 shares authorized,
1,107,500 issued and outstanding as of December 31, 1999
and December 31, 1998...................................
Class B, no par value and non-voting, 8,000,000 shares
authorized, 2,215,000 issued and outstanding and
2,215,000 shares reserved pursuant to the warrant
agreement as of December 31, 1999 and December 31,
1998.................................................... 13,247 13,247
Additional paid-in capital.................................. 14,420 14,420
Deficit accumulated during the development stage............ (19,108) (10,620)
-------- --------
$ 8,563 $ 17,050
======== ========

See accompanying summary of accounting policies and notes to these financial
statements.

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1999, 1998 AND FOR THE PERIOD
FROM INCEPTION (DECEMBER 3, 1997) THROUGH DECEMBER 31, 1999

(IN THOUSANDS, EXCEPT PER SHARE DATA)

FOR THE PERIOD
FROM INCEPTION
(DECEMBER 3, 1997)
FOR THE YEAR ENDED FOR THE YEAR ENDED THROUGH
DECEMBER 31, 1999 DECEMBER 31, 1998 DECEMBER 31, 1999
------------------ ------------------ ------------------

Other expenses.............................. $ 1 $ 3 $ 4
Equity in loss of unconsolidated
affiliate................................. 8,487 10,617 19,104
Income tax expense (benefit)................ -- -- --
--------- --------- ---------
Net loss accumulated during the
development stage....................... $ 8,488 $ 10,620 $ 19,108
========= ========= =========
Basic and diluted loss per share............ $ 2.56 $ 3.69 $ 6.40
Shares used in per share calculation........ 3,322,500 2,876,466 2,984,990

See accompanying summary of accounting policies and notes to these financial
statements.

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDER'S EQUITY

YEARS ENDED DECEMBER 31, 1999, 1998 AND FOR THE PERIOD
FROM INCEPTION (DECEMBER 3, 1997) THROUGH DECEMBER 31, 1997

(IN THOUSANDS)

ADDITIONAL
COMMON STOCK PAID- ACCUMULATED
CLASS A AND B IN CAPITAL DEFICIT TOTAL
-------------- ----------- ----------- --------

BALANCE, DECEMBER 3, 1997..................... $ -- $ -- $ -- $ --
Issuance of common stock, 1 share issued...... -- 1 -- 1
------- ------- -------- -------
BALANCE, DECEMBER 31, 1997.................... -- 1 -- 1
Net loss accumulated during the development
stage....................................... -- -- (10,620) (10,620)
Issuance of Class A common stock, 1,107,499
shares issued, and Class B common stock,
2,215,000 shares issued..................... 13,247 -- -- 13,247
Issuance of Warrants to purchase Class B
common stock, 2,215,000 warrants issued..... -- 15,000 -- 15,000
Equity costs from unconsolidated affiliate.... -- (581) -- (581)
------- ------- -------- -------
BALANCE, DECEMBER 31, 1998.................... 13,247 14,420 (10,620) 17,047
Net loss accumulated during the development
stage....................................... -- -- (8,488) (8,488)
------- ------- -------- -------
BALANCE, DECEMBER 31, 1999.................... $13,247 $14,420 $(19,108) $ 8,559
======= ======= ======== =======

See accompanying summary of accounting policies and notes to these financial
statements.

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1999, 1998 AND FOR THE PERIOD
FROM INCEPTION (DECEMBER 3, 1997) THROUGH DECEMBER 31, 1999

(IN THOUSANDS)

FOR THE PERIOD
FROM INCEPTION
FOR THE YEAR ENDED FOR THE YEAR ENDED (DECEMBER 3, 1997)
DECEMBER 31, 1999 DECEMBER 31, 1998 THROUGH DECEMBER 31, 1999
------------------ ------------------ --------------------------

Cash flows from operating activities:
Net loss............................. $(8,488) $(10,620) $(19,108)
Loss of unconsolidated affiliate..... 8,487 10,617 19,104
Increase in related party payable.... 1 3 4
------- -------- --------
Net cash used in operating
activities........................... -- -- --
------- -------- --------
Cash flows used in investing
activities:
Investment in unconsolidated
affiliate.......................... -- (15,000) (15,000)
------- -------- --------
Cash flows from financing activities:
Proceeds from the issuance of
stock.............................. -- -- 1
Proceeds from the issuance of
warrants........................... -- 15,000 15,000
------- -------- --------
Net cash provided by financing
activities........................... -- 15,000 15,001
------- -------- --------
Net increase in cash and cash
equivalents.......................... -- -- 1
Cash and cash equivalents at beginning
of period............................ 1 1 --
------- -------- --------
Cash and cash equivalents at end of
period............................... $ 1 $ 1 $ 1
======= ======== ========
Supplemental disclosures of non-cash
investing and financing activities:
Stockholders' equity contribution
book value
Land............................... $ -- $ 6,247 $ 6,247
Construction in progress........... $ -- $ 7,000 $ 7,000
Equity costs from unconsolidated
affiliate........................ $ -- $ (581) $ (581)

See accompanying summary of accounting policies and notes to these financial
statements.

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS AND EQUITY METHOD ACCOUNTING

Aladdin Gaming Enterprises, Inc., a Nevada corporation ("Gaming
Enterprises"), was established on December 3, 1997. Gaming Enterprises holds a
25% interest in Aladdin Gaming Holdings, LLC, a Nevada limited liability company
("Gaming Holdings") which was established on December 1, 1997. Gaming Holdings
initially was owned by Gaming Enterprises (25%), Sommer Enterprises, LLC, a
Nevada limited liability company (72%) ("Sommer Enterprises"), and GAI, LLC, a
Nevada limited liability company ("GAI") (3%). On February 26, 1998, London
Clubs International plc ("London Clubs"), through its subsidiary London Clubs
Nevada Inc. ("LCNI"), contributed $50 million for a 25% interest in Gaming
Holdings common membership interests ("Holdings Common Membership Interests").
Sommer Enterprises contributed a portion of land for Holdings Common Membership
Interests. Gaming Enterprises, which is owned 100% by Sommer Enterprises,
contributed a portion of land, $7 million of predevelopment costs and
$15 million in cash for Holdings Common Membership Interests. After the
additional contributions, Sommer Enterprises owns 47% of Gaming Holdings, Gaming
Enterprises owns 25% of Gaming Holdings, LCNI owns 25% of Gaming Holdings, and
GAI owns 3% of Gaming Holdings. On November 30, 1998, the Sommer Trust and its
affiliates agreed that they will cause Sommer Enterprises and Gaming Enterprises
to vote their respective Holdings Common Membership Interests so that (taking
into account Holdings Common Membership Interests held by London Clubs or its
affiliates) London Clubs controls fifty percent of the voting power of Gaming
Holdings. On December 10, 1999, the holders of Holdings Common Membership
Interest agreed to restate the capital structure of Gaming Holdings, which
restatement provided, in addition to other matters, that LCNI has an option to
convert certain preferred membership interests of Gaming Holdings into 15% of
Holding Common Membership Interests, the creation of certain new classes of
preferred membership interests and for LCNI's control of the majority of the
Board of Managers of Gaming Holdings; however, most material decisions remain
subject to the supermajority consent of Gaming Holdings members. Aladdin
Holdings, LLC, a Delaware limited liability company ("AHL"), indirectly holds a
majority interest in Gaming Holdings. The members of AHL are the Trust Under
Article Sixth u/w/o Sigmund Sommer ("Sommer Trust") which holds a 95% interest
in AHL and GW Vegas, LLC, a Nevada limited liability company ("GW"), a wholly
owned subsidiary of Trust Company of the West ("TCW"), which holds a 5% interest
in AHL.

Gaming Enterprises has no other business or activity other than its
investment in Gaming Holdings, which is a development stage company. Gaming
Holdings is a holding company, the material assets of which are 100% of the
outstanding common membership interests and 100% of the outstanding Series A
preferred interests of Aladdin Gaming, LLC ("Gaming"). Aladdin Capital Corp.
("Capital") is a wholly owned subsidiary of Gaming Holdings and was incorporated
solely for the purpose of serving as a co-issuer of the 13 1/2% Senior Discount
Notes. Capital will not have any material operations or assets and will not have
any revenues. Gaming Holdings, through its subsidiaries, also owns 100% of
Aladdin Music, LLC ("Aladdin Music"). Gaming Holdings and its subsidiaries are
collectively referred to herein as "Company."

The operations of Gaming Holdings have been primarily limited to the design,
development, financing and construction of a new Aladdin Resort and Casino
("Aladdin"). The Aladdin will be the centerpiece of an approximately 35-acre
world-class resort, casino and entertainment complex ("Complex") located on the
site of the former Aladdin hotel and casino in Las Vegas, Nevada, a premier
location at the center of Las Vegas Boulevard. The Aladdin has been designed to
include a luxury themed hotel of approximately

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
2,600 rooms, an approximately 116,000 square foot casino, an approximately
1,200-seat production showroom and six restaurants.

The Complex will comprise: (i) the Aladdin; (ii) a themed entertainment
shopping mall with approximately 496,000 square feet of retail space ("Desert
Passage"); (iii) a second hotel and casino with a music and entertainment theme
("Aladdin Music Project"); (iv) the newly renovated 7,000 seat Theater of the
Performing Arts ("Theater"); and (v) an approximately 4,800 space car parking
facility ("Carpark" and, together with the Desert Passage, hereinafter, "Mall
Project"). The Mall Project will be separately owned in part by an affiliate of
the Company and Aladdin Music is currently seeking a joint venture partner for
the Aladdin Music Project.

Gaming Enterprises' interest in Gaming Holdings has been accounted for under
the equity method. Under the equity method, the original investment is recorded
at cost, and is adjusted by Gaming Enterprises' share of earnings, losses and
distributions, including preferred dividends accrued, received from and made to
the investee.

CASH AND CASH EQUIVALENTS

Gaming Enterprises considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.

INCOME TAXES

Gaming Enterprises accounts for income taxes using the liability method as
set forth in the Statement of Financial Accounting Standard No. 109, "Accounting
For Income Taxes". Under the liability method, deferred taxes are provided based
on the temporary differences between the financial reporting basis and the tax
basis of Gaming Enterprises' assets and liabilities.

There was no income tax expense or benefit recorded for the period from
inception (December 3, 1997) through December 31, 1999 as Gaming Enterprises is
a development stage company and the realization of any deferred tax asset is
uncertain.

LOSS PER BASIC AND DILUTED SHARE

Loss per basic and diluted share is based on the weighted average number of
shares outstanding. Basic and diluted shares outstanding were 3,322,500,
2,876,466 and 2,984,990 for the years ended December 31, 1999 and 1998 and from
inception (December 3, 1997) through December 31, 1999, respectively. Diluted
shares include stock options and warrants when dilutive. Due to the loss
accumulated during the development stage, Gaming Enterprises' warrants would be
anti-dilutive and therefore have not been utilized in the computation of
dilutive shares.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the derivative and whether it qualifies for hedge accounting. SFAS No. 133
amends or supercedes several current accounting statements. In July 1999, the
FASB issued SFAS No. 137 which delays the effective date of SFAS No. 133 from
fiscal year 2000 to fiscal year 2001. Gaming Holdings is in the process of
analyzing SFAS No. 133 and the impact on its consolidated financial position and
results of operations.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. PRIVATE OFFERING

On February 26, 1998, Gaming Holdings, Gaming Capital Corp. ("Capital"
together with Gaming Holdings, the "Issuers") and Gaming Enterprises consummated
a private offering ("Offering") under Rule 144A of the Securities Act of 1933.
The private offering consisted of 221,500 units ("Units"), each unit consisting
of (i) $1,000 principal amount at maturity of 13 1/2% Senior Discount Notes due
2010 ("Notes") of Gaming Holdings and Capital and (ii) 10 Warrants ("Warrants")
to purchase 10 shares of Class B non-voting Common Stock, no par value, of
Gaming Enterprises. The Notes and the Warrants became separately transferable on
July 23, 1998 and the Warrants became exercisable on July 23, 1998 and will
expire on March 1, 2010. The total amount paid for the warrants was $15 million
and is reflected as additional paid-in capital in the accompanying financial
statements.

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT IN UNCONSOLIDATED AFFILIATE

As discussed in Note 1, Gaming Enterprises holds a 25% interest in Gaming
Holdings. Summarized condensed financial information of Gaming Holdings as of
and for the years ended December 31, 1999 and 1998, is as follows:

1999 1998
-------- --------
(IN THOUSANDS)

Aladdin Gaming Holdings, LLC:
Statement of Operations Data:
Net revenue............................................... None None
Net loss.................................................. $ 26,112 $ 42,468
Gaming Enterprises' share of net loss..................... 8,487 10,617
Balance Sheet Data:
Assets:
Current assets.......................................... $ 89,592 $ 9,970
Property and equipment, net............................. 346,337 128,432
Other assets............................................ 32,771 264,359
-------- --------
Total assets............................................ $468,700 $402,761
======== ========
Liabilities and Members' Equity
Liabilities............................................... $441,464 $416,621
Members' equity
Gaming Enterprises...................................... 8,562 17,049
Other members........................................... 18,674 (30,909)
-------- --------
Total liabilities and members' equity................... $468,700 $402,761
======== ========

The changes in Gaming Enterprises' investment in unconsolidated affiliate is
as follows:

1999 1998
-------- --------
(IN THOUSANDS)

Beginning investment balance................................ $17,049 $ 28,247
Losses...................................................... (8,487) (10,617)
Members' share of equity costs.............................. -- (581)
------- --------
Ending Investment Balance................................. $ 8,562 $ 17,049
======= ========

During 1999, the Company increased the Main Project Budget by approximately
$79.6 million, of which $12.4 million was funded in the first quarter of 2000.
This amount reflected an increase in construction costs of approximately $53.2
million, an increase in pre-opening costs of approximately $21.9 million and an
increase in capitalized interest of $4.5 million. Pursuant to the Bank
Completion Guaranty, during 1999, a total of $67.2 million was paid,
approximately $62.8 million by London Clubs and approximately $4.4 million by
the Sommer Trust.

The Aladdin project budget ("Budget") was $826 million when Gaming and
Gaming Holdings entered into arrangements to finance construction of the Aladdin
in February 1998. Since that time and to

ALADDIN GAMING ENTERPRISES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. INVESTMENT IN UNCONSOLIDATED AFFILIATE (CONTINUED)
March 1, 2000, the Budget was increased by an aggregate of $87.8 million to $913
million, which amounts were funded pursuant to the Bank Completion Guaranty by
London Clubs and the Sommer Trust. Pursuant to the Contribution Agreement
between London Clubs and the Sommer Trust, dated February 26, 1998
("Contribution Agreement"), Sommer Trust and London Clubs agreed that any
amounts required to be paid pursuant to the Bank Completion Guaranty would be
funded 75% by the Sommer Trust and 25% by London Clubs. Effective as of October
1, 1999, these contribution percentages were amended to be 60% in the case of
the Sommer Trust and 40% in the case of London Clubs. Notwithstanding the
Contribution Agreement, the $87.8 million Budget increase was funded
approximately $83.5 million by London Clubs and approximately $4.3 million by
the Sommer Trust. During March 2000, the Company completed a review of the
estimated total costs to complete and open the Aladdin and, as a result of that
review, increased the Budget by $60.4 million. The Company advised the Sommer
Trust and London Clubs of the need to fund such increase pursuant to the Bank
Completion Guaranty. The Sommer Trust advised the Company and London Clubs that
it is not at this time making any capital contribution in order to fund any
portion of this Budget increase of $60.4 million. In light of the joint and
several obligation of the Bank Completion Guaranty, London Clubs has advised the
Company that it would fund all of this Budget increase by (a) providing a cash
equity contribution to the Company of approximately $13.1 million, which the
Company received on March 30, 2000, and (b) establishing a letter of credit in
the amount of approximately $47.3 million to be used to fund the Budget
increase. The Company believes that the Budget as set out above is reasonable
and can be achieved.

The Company is subject to risks common to developing a large scale
construction project. While the Company believes that its estimates are
reasonable, and that the projected targets can be met, there can be no assurance
that the Complex will be completed within the time period or budget currently
contemplated. In addition, if the additional identified potential funding
sources are insufficient or unavailable to fully cover any excess, the Company
could be materially and adversely affected. So, while the Company believes that
its estimates are reasonable, and that the projected targets can be met, there
can be no assurance that the Complex, including the Aladdin, will be completed
within the time period or budget currently contemplated.

4. EQUITY CONTRIBUTIONS

On February 26, 1998, Sommer Enterprises, LLC contributed land and
$7 million of predevelopment costs in exchange for 100% of the Class A Common
Stock in Gaming Enterprises. Gaming Enterprises contributed the land, the
$7 million of predevelopment costs and the net proceeds, $15 million allocable
from the sale of the warrants to Gaming Holdings in exchange for 25% of the
common membership interests in Gaming Holdings.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth the executive officers and the directors of
Gaming Enterprises, Gaming Holdings, Gaming and Capital. A "director" of the
Gaming Holdings or Gaming as such term is used in this Form 10-K, shall refer to
a person who sits on the Board of Managers of Gaming Holdings ("Gaming Holdings
Board") or Gaming ("Gaming Board").

NAME AGE POSITION
- - ---- -------- --------

Jack Sommer............................... 52 Chairman of the Gaming Holdings Board and
the Gaming Board; Director of Gaming
Enterprises and Capital; President and
Director of Gaming Enterprises

Richard J. Goeglein....................... 65 Chief Executive Officer and President of
Gaming Holdings, Gaming and Capital;
Director of Gaming Holdings, Gaming and
Capital

Ronald Dictrow............................ 56 Executive Vice President and Director of
Gaming Holdings, Gaming and Capital; and
Director and Secretary of Gaming
Enterprises

Alan Goodenough........................... 56 Director of Gaming Holdings, Gaming and
Capital

G. Barry C. Hardy......................... 52 Director of Gaming Holdings, Gaming and
Capital

William Timmins........................... 52 Director of Gaming Holdings, Gaming and
Capital; Executive Vice President of
Gaming Holdings and Gaming,
President/Chief Operating Officer of the
Aladdin Resort & Casino

Jose A. Rueda............................. 63 Senior Vice President/Gaming of Gaming
Holdings, Gaming and Capital

David Attaway............................. 44 Senior Vice President of Gaming Holdings,
Gaming and Capital; President and Chief
Operating Officer of the Aladdin Music
Project

Patricia Becker........................... 48 Senior Vice President/Corporate Affairs
and Legal and Secretary of Gaming
Holdings, Gaming and Capital

Barbara Falvey............................ 41 Senior Vice President/Human Resources of
Gaming Holdings, Gaming and Capital

Thomas A. Lettero(1)...................... 43 Senior Vice President/Chief Financial
Officer/ Treasurer of Gaming Holdings,
Gaming and Capital; Treasurer of Gaming
Enterprises

NAME AGE POSITION
- - ---- -------- --------

Mark A. Clayton........................... 34 Vice President and General Counsel of
Gaming Holdings and Gaming

- - ------------------------

(1) On March 7, 2000, Mr. Lettero and the Company entered into an employment
agreement which agreement becomes effective upon the expiration or waiver of
Mr. Lettero's obligations under his prior employment agreement, which the
Company anticipates will occur during the second quarter of 2000.

Jack Sommer has been the Chairman of the Gaming Holdings Board and a
director of Capital since November, 1997 and has been the chairman of the Gaming
Board since February, 1998; and President of Gaming Enterprises since
December 1997. Mr. Sommer has been a full time resident of Las Vegas since 1988.
Mr. Sommer is both a trustee and contingent beneficiary of the Trust. He has
over 25 years of experience in developing residential and commercial real
estate, including luxury residential projects such as North Shore Towers, in
Queens County, New York, and The Sovereign at 425 East 58th Street in Manhattan.
The Sommer family has been in the real estate development business for over
100 years, operating for part of that time as Sommer Properties ("Sommer
Properties") founded by Mr. Sommer's father (who passed away in 1979), and which
is controlled by Mr. Sommer and his mother, Mrs. Viola Sommer. Other
developments of Sommer Properties have included 280 Park Avenue, Manhattan, an
820,000 square foot office building in Manhattan formerly owned and currently
partially occupied by the Bankers Trust Company; 135 West 50th Street,
Manhattan, an 800,000 square foot office building also known as the AMA
Building; and 600 Third Avenue, Manhattan, a 500,000 square foot office
building. Sommer Properties has also developed over 35,000 single family homes,
primarily in New Jersey, as well as several major office buildings and mixed-use
developments.

Richard J. Goeglein has been Chief Executive Officer and a director of
Gaming Holdings and Capital since November 1997 and has been a director of
Gaming since February 1998. Mr. Goeglein has spent over 35 years in the
hotel/casino and food service industry. He was an Executive Vice President and a
member of the Board of Directors of Holiday Inns and Holiday Corp. from 1978
through 1987. Mr. Goeglein also served as President and Chief Executive Officer
of Harrah's Hotels and Casinos ("Harrah's") after Holiday Inns acquired Harrah's
from 1980 to the Fall of 1984 and as President and Chief Operating Officer of
Holiday Corp. (the parent company of Holiday Inns, Harrah's, Hampton Inns and
Embassy Suites) from October 1984 through 1987. From 1988 to 1992, Mr. Goeglein
participated in several corporate turnarounds in the technology and consumer
services fields. In 1992, Mr. Goeglein formed Gaming Associates, Inc. ("Gaming
Associates") to take management control of Dunes Hotel and Casino in Las Vegas
and to prepare a plan of closure for and carry out the closure of the property.
Gaming Associates provided consulting services to the lodging and gaming
industries. Mr. Goeglein recently served as a member of the Gaming Oversight
Committee of Marriott Corporation ("Marriott") and through Gaming Associates,
provided consulting services to Marriott's gaming operations situated outside of
the United States through December 1997. Mr. Goeglein served as a director of
Hollywood Park, Inc. until October 1998.

Ronald Dictrow has been Executive Vice President and Director of Gaming
Holdings and Capital since November 1997 and has been a director of Gaming since
February 1998; and Director and Secretary of Gaming Enterprises since
December 1997. Mr. Dictrow spent the first 12 years of his professional career
as a CPA with the New York accounting firm David Berdon & Company and has a
master's degree in accounting and taxation. In 1979, he was hired by Sigmund
Sommer as Controller with financial responsibility for all of Mr. Sommer's
properties. In 1984, Mr. Dictrow became Treasurer and Chief Financial Officer of
the Sommer Trust with the additional responsibility for the operations and
management of these properties. Mr. Dictrow is an advisor and consultant to
Mrs. Viola Sommer and has been an officer and director of Sovereign
Apartments, Inc., a New York City cooperative apartment building since 1979.
Mr. Dictrow has had business dealings with the Sommer family for over 20 years.

Alan Goodenough has been a director of Gaming Holdings, Gaming and Capital
since February 1998. Mr. Goodenough, who is the Executive Chairman of London
Clubs, has over 30 years of experience in the leisure and gaming industry,
having worked as a public company director and at other senior levels with
several major public leisure and casino companies in the United Kingdom.
Mr. Goodenough is also presently a fellow of the United Kingdom Hotel and
Catering Institute and a member of the Institute of Directors of England and
Wales.

G. Barry C. Hardy has been a director of Gaming Holdings, Gaming and Capital
since February 1998. Mr. Hardy has served as Chief Operating Officer of London
Clubs since June 1999 and before that as Finance Director of London Clubs since
1989. Before joining London Clubs, Mr. Hardy worked in the leisure and gaming
industries. His business experience includes executive level positions with
Pleasurama, plc, where he held the offices of Development Director, Group
Finance Director and Company Secretary and Mr. Hardy was actively involved in
the development of Pleasurama's leisure and casino interests. In 1988, after the
acquisition of Pleasurama by Mecca Leisure Ltd., Mr. Hardy was appointed to
Mecca's Board as Managing Director of its casino division.

William Timmins has been a director of Gaming Holdings, Gaming and Capital
since December 1998 and has been Executive Vice President of Gaming Holdings,
Gaming and Capital and President and Chief Operating Officer of the Aladdin
Resort & Casino since February 2000. Mr. Timmins has served as Executive
Director of London Clubs since June 1999, before that as Director of
International Operations of London Clubs since March, 1996. Mr. Timmins has over
thirty years of experience in the casino industry and before joining London
Clubs, Mr. Timmins was the Managing Director of Soceite Participation
Investisments Casino, the third largest gaming company in France, from 1990
until 1995.

Jose A. Rueda has been the Senior Vice President/Gaming of Gaming Holdings,
Gaming and Capital since November 1997. Mr. Rueda has 39 years experience in the
gaming industry, including gaming operations as well as the sale and
distribution of gaming equipment. He was the Vice President, North East Region
of Mikohn Gaming Corporation, which supplies gaming equipment to the casino
industry, from 1995 to 1997. Prior to joining Mikohn, Mr. Rueda was with
Harrah's for 31 years in a variety of management positions that included
Director of Slot Operations, Harrah's Atlantic City, from 1986 to 1994; Vice
President of Gaming/Slots, Harrah's Corporate from 1984 to 1986; Vice President
of Operations, Harrah's at Trump Plaza from 1983 to 1984 and Vice President of
Gaming, Harrah's Corporate from 1980 to 1983.

David Attaway has been the Senior Vice President of Gaming Holdings, Gaming
and Capital and President and Chief Operating Officer of the Aladdin Music
Project since June 1998. Mr. Attaway has 18 years experience in the
entertainment, hotel and casino industry in a variety of executive positions. He
joined Caesars Tahoe in 1986 and held the following positions during his
12 year tenure: Senior Vice President and General Manager from 1996 to 1998;
Senior Vice President of Casino Operations and Marketing, 1996 and Senior Vice
President of Marketing, 1992 to 1996. Prior to joining Caesars Tahoe,
Mr. Attaway was the Director of Marketing and Finance for Lawlor Event Center in
Reno, Nevada from 1983 to 1985. He held management positions with Five Flag
Center in Dubuque, Iowa from 1981 to 1983.

Patricia Becker has been the Senior Vice President/Corporate Affairs and
Legal of Gaming Holdings, Gaming and Capital and Secretary of Gaming Holdings,
Gaming and Capital since March 1999. Ms. Becker currently is a director of
Fitzgerald's Gaming Corporation and chairs the Compliance Committee. From 1993
to 1995, Ms. Becker was Chief of Staff for Nevada Governor, Bob Miller. From
1985 to 1993, Ms. Becker was with Harrah's, where she held the position of
Senior Vice President and General Counsel. Prior to joining Harrah's, she was a
member of Nevada State Gaming Control Board from 1983 to 1985.

Barbara D. Falvey has been the Senior Vice President of Human Resources of
Gaming Holdings, Gaming and Capital since February 2000. Ms. Falvey has
15 years of human resources experience in the gaming industry. From July 1998 to
January 2000, Ms. Falvey was the Vice President of Organization

Development and Training for Caesars World, Inc., where she was responsible for
overseeing employee and organization development activities for all
Caesars-owned properties. From 1996 to 1998, Ms. Falvey was Vice President of
Human Resources for The Desert Inn in Las Vegas. From 1984 to 1996, she worked
in a variety of positions in Human Resources for Caesars Tahoe in Lake Tahoe,
Nevada, serving as Director of Human Resources and subsequently Vice President
of Human Resources for the property from 1990 to 1996.

Thomas A. Lettero, upon the effectiveness of his Employment Agreement, will
be Senior Vice President/Chief Financial Officer/Treasurer of Gaming Holdings,
Gaming and Capital; and Treasurer of Gaming Enterprises. From December 1994 to
March 2000, Mr. Lettero was the Senior Vice President Administration and Chief
Financial Officer of Stratosphere Corporation, which filed for reorganization
under Chapter 11 of the Bankruptcy Code with its wholly-owned subsidiary,
Stratosphere Gaming Corp., on January 27, 1997. The effective date for the
companies' Restated Second Amended Plan of Reorganization was October 14, 1998.
From March 1994 until December 1994, Mr. Lettero was the Vice President and
Chief Financial Officer at Palace Casinos, Inc. ("Palace") in Las Vegas. Palace
filed for Chapter 11 Bankruptcy in December 1994. From February 1993 until
March 1994, Mr. Lettero served as Vice President of Casino Marketing
Administration of MGM Grand Hotel Casino in Las Vegas. From March 1992 until
February 1993, Mr. Lettero served as Executive Vice President and Chief
Financial Officer of HP Casino Management, L.P. ("HP") in Golden, Colorado, the
owner and operator of three Bullwacker casinos in Central City and Blackhawk,
Colorado. At HP, as a licensed operator, Mr. Lettero was responsible for opening
the properties, all marketing efforts and daily operations. From September 1990
until March 1992, Mr. Lettero served as Chief Financial Officer of Main Street
Station in Las Vegas. Main Street Station filed for Chapter 11 Bankruptcy in
December 1991, which was converted into a Chapter 7 liquidation in
September 1992. From May 1989 until September 1990, Mr. Lettero served as
Director of Operational Accounting of Mirage Hotel and Casino in Las Vegas.

Mark A. Clayton has been Vice President and General Counsel of Gaming
Holdings and Gaming since April 1999, and was from July 1998 to April 1999, Vice
President and Associate General Counsel of Gaming Holdings and Gaming. From
July 1995 until June 1998, Mr. Clayton served as Vice President and General
Counsel of Showboat, Inc. From May 1993 until October 1993 and from
October 1993 until June 1995, Mr. Clayton served as Deputy Chief and the Chief,
respectively, of the Corporate Securities Division of the Nevada State Gaming
Control Board.

COMMITTEES

There are currently no committees of the Board of Directors of Gaming
Enterprises. The Gaming Holdings Operating Agreement provides that there will be
Executive Management Committees which will be responsible for the day to day
management of Gaming Holdings and Gaming. The Executive Management Committee of
Gaming includes the following persons: the President and Chief Executive Officer
of Gaming; the Chief Financial Officer of Gaming; the President and Chief
Operating Officer of the Aladdin; the President and Chief Operating Officer of
the Aladdin Music Project; the Senior Vice President of Human Resources of
Gaming; the Senior Vice President/Gaming of Gaming; the Senior Vice President/
Corporate Affairs and Legal of Gaming and a London Club Board member. The Gaming
Holdings Board may also establish committees of the Gaming Holdings Board as it
may deem necessary or advisable. Each of London Clubs and Sommer Enterprises is
entitled to have one of its nominee Gaming Holdings Board members on each such
committee. The Gaming Holdings Board has established a Compensation Committee,
which currently consists of Messrs. Goeglein, Timmins and Dictrow and
Ms. Falvey.

ITEM 11. EXECUTIVE COMPENSATION.

Gaming Enterprises has not compensated any of its officers during 1997, 1998
or 1999.

The following table summarizes the compensation earned during 1999, 1998 and
1997 by Gaming Holdings', Gamings' and Capital's Chief Executive Officer and the
four highest compensated executive officers of the Gaming Holdings, Gaming or
Capital who earned over $100,000 in 1999, 1998 or 1997.

ANNUAL COMPENSATION(1) LONG-TERM
------------------------------------- COMPENSATION/
OTHER ANNUAL RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS COMPENSATION(1)
- - --------------------------- -------- -------- -------- ------------ ---------------- ---------------

Richard J. Goeglein, Chief
Executive Officer....... 1999 $647,753(2) $ 0 $ 17,665(3) $0 $ 7,911(4)
1998 $630,770(2) $ 0 $248,379(5) $0 $22,137(4)
1997 $650,000(2) $ 0 N/A(6) $0(7) $16,343(4)
Jose A. Rueda, Senior Vice
President............... 1999 $259,195 $ 0 $ 10,000(3) $0 $ 2,364(4)
1998 $243,423 $ 0 $ 10,833(3) $0 $ 1,896(4)
1997 $ 86,538(9) $ 0 N/A(8) $0(10) $ 0
Cornelius T. Klerk, Senior
Vice President and Chief
Financial Officer(14)... 1999 $241,652 $ 0 $ 10,000(3) $0 $ 348(4)
1998 $195,785 $50,000 $ 10,000(3) $0 $ 381(4)
1997 $ 96,154(9) $ 0 N/A(8) $0(11) $ 0
David Attaway, Senior Vice
President............... 1999 $308,104 $ 0 $ 12,000(3) $0 $ 204(4)
1998 $204,669(12) $ 0 $181,663(13) $0 $ 136(4)
Mark A. Clayton, Vice
President and General
Counsel................. 1999 $175,531 $ 0 N/A(8) $0 $ 108(4)
1998 $ 70,908(12) $ 0 N/A(8) $0 $ 54(4)

- - --------------------------

(1) All of the executive officers of the Company (other than Mr. Dictrow) are
compensated by Gaming. Mr. Dictrow is principally employed by the Sommer
Trust and is compensated by the Sommer Trust. Compensation has been paid on
the Company's behalf by Aladdin Holdings, LLC for 1997 and until
February 26, 1998.

(2) Includes $150,000 paid to GAI in 1999, 1998 and 1997 for consulting fees.

(3) Represents automobile allowance paid to executive including federal income
tax gross-up.

(4) Represents life and disability insurance premiums paid on behalf of the
executive.

(5) Represents automobile allowance of $19,536 and moving expenses of $228,843
including federal income tax gross-up paid to Mr. Goeglein.

(6) GAI purchased vested Holdings Common Membership Interests representing 3% of
the outstanding Holdings Common Membership Interests for $1,800. The price
paid by GAI for such interests was equal to the fair market value of such
interests at the time of purchase. The aggregate amount of all perquisites
and other personal benefits received by Mr. Goeglein in 1997 was less than
$50,000.

(7) Mr. Goeglein purchased unvested Holdings Common Membership Interests
representing 2% of the outstanding Holdings Common Membership Interests for
a purchase price of $1,200. Such interests had a fair market value of $1,200
on the date of purchase. See "Employment Agreements" for information
regarding the vesting of the Holdings Common Membership Interests.

(8) The aggregate amount of all perquisites and other personal benefits received
by the executive was less than 10% of the total annual salary and bonus paid
to the executive.

(9) Executive's employment with Gaming began during 1997.

(10) Mr. Rueda purchased unvested Holdings Common Membership Interests
representing approximately 0.75% of the outstanding Holdings Common
Membership Interests for a purchase price of $450. Such interests had a fair
market value of $450 on the date of purchase. See "Employment Agreements"
for information regarding the vesting of the Holdings Common Membership
Interests.

(11) Mr. Klerk purchased unvested Holdings Common Membership Interests
representing approximately 0.75% of the outstanding Holdings Common
Membership Interests for a purchase price of $450. Such interests had a fair
market value of $450 on the date of purchase. On March 24, 2000, pursuant to
Mr. Klerk's Employment Agreement, the Company purchased for $450
Mr. Klerk's total unvested Holdings Common Membership Interests.

(12) The executive's employment with the Company began in 1998.

(13) Represents moving expenses of $173,163 and automobile allowance of $8,500
paid to Mr. Attaway including federal income tax gross-up.

(14) Mr. Klerk resigned all of his positions effective March 2000.

EMPLOYMENT AGREEMENTS

Richard J. Goeglein, William Timmins, Jose A. Rueda, David Attaway, Barbara
Falvey and Thomas A. Lettero (collectively, "Officers") each signed an
employment agreement ("Employment Agreement") with the Company. Patricia Becker
is currently negotiating an employment agreement with the Company that is
expected to be comparable to the employment agreements discussed herein. The
initial term of Mr. Goeglein's Employment Agreement is five years and six
months, and the remaining Officers' Employment Agreements have varying durations
depending upon when the Employment Agreements were executed. Pursuant to each
Employment Agreement, the Officers have such authority, responsibilities and
duties as are customarily associated with their positions with Gaming. The
Employment Agreements provide that, during the term of their employment, the
Officers will devote their full time, efforts and attention to the business and
affairs of Gaming.

The terms of the Employment Agreements provide for an annual base salary for
Mr. Goeglein of $500,000 ($600,000 after the opening of the Aladdin),
Mr. Timmins of $252,000 (subject to adjustment after the opening of the
Aladdin), Mr. Rueda $250,000, Mr. Attaway $312,000, Ms. Falvey $175,000
($200,000 after the opening of the Aladdin), and Mr. Lettero $300,000,
respectively, plus any bonus granted by the Board of Directors based on relevant
criteria and performance standards. All of the Officers have been receiving and
are expected to continue to receive their compensation from Gaming, except that
prior to February 26, 1998, such amounts were paid by AHL on Gaming's behalf.
Mr. Goeglein's Employment Agreement provides for annual bonuses based upon "on
target" performances, ranging from 50% to 75% of his base salary, and is subject
to certain tax provisions. The Gaming Board will consider increases to the
Officers' base salary no less frequently than annually, commencing at the end of
each Officer's first employment year. Any increase in base salary shall be
within the sole discretion of the Gaming Board. The Employment Agreements
provide that the Officers' salary cannot be reduced. After the initial term of
Mr. Goeglein's Employment Agreement, Gaming has agreed to retain Mr. Goeglein as
a consultant to Gaming for an additional five years at $100,000 per year. The
Officers are entitled to receive other employee benefits from Gaming, such as
health, pension and retirement and reimbursement of certain expenses.
Mr. Lettero's Employment Agreement is effective upon the earlier termination of
Mr. Lettero's prior employment agreement and all obligations therein or the
waiver of the notification and termination provisions therein. Mr. Lettero's
Employment Agreement provides for a

signing bonus of $300,000 ("Signing Bonus") which (a) if the Employment
Agreement is terminated due to Mr. Lettero's disability, or by the Company for
"Cause" or by Mr. Lettero without "Good Reason," each as defined in the
Employment Agreement, Mr. Lettero is obligated to pay the Company the net after
tax amount of the Signing Bonus or (b) shall be applied to Mr. Lettero's
compensation otherwise payable in the third year of the Employment Agreement.

Pursuant to the terms of the Employment Agreements, as amended,
Messrs. Goeglein and Rueda have purchased for a total purchase price of $1,200
and $450, respectively, unvested Gaming Common Membership Interests which were
contributed to Gaming Holdings on February 26, 1998 in return for unvested
Holdings Common Membership Interests representing approximately 2.0% and 0.75%,
respectively, of the Holdings Common Membership Interests ("Restricted
Membership Interests") subject to the receipt of applicable Nevada Gaming
Approval. Gaming Enterprises' interest in Gaming Holdings will be unaffected by
the vesting of the officers' Restricted Membership Interests. On January 27,
1999, the Gaming Holdings' Board of Directors, except with respect to
Mr. Goeglein, amended the vesting schedule of each officer's Restricted
Membership Interests during the terms of the Employment Agreement to vest 25% on
the date of the opening of the Aladdin and a further 25% upon the expiration of
the initial term of the Employment Agreement. If Gaming continues to employ each
officer after the expiration of the initial term of his Employment Agreement,
25% of the officer's Restricted Membership Interests will continue to vest on
each anniversary of the opening date until such interests are fully vested.
After the terms of the Employment Agreements, if Gaming does not continue to
employ the officer other than for Cause, or if the officer no longer continues
his employment for Good Reason, only an additional 25% of the officer's
Restricted Membership Interests vest. Mr. Goeglein's Restricted Membership
Interests become fully vested at the earlier of July 1, 2002 and the date on
which such interests become publicly traded, conditioned upon Mr. Goeglein's
continued relationship with Gaming. If an officer's employment with Gaming and
Gaming Holdings terminates, Gaming and Gaming Holdings have the right to
repurchase any unvested portion of the officer's Restricted Membership Interest
for an amount equal to the purchase price originally paid by the officer for the
Common Membership Interests. Under certain circumstances as set forth in the
Employment Agreements, including if an initial public offering with respect to
the Restricted Membership Interests has not occurred prior to the full vesting
of such interests, the officers have the right to sell their vested Restricted
Membership Interests to Gaming Holdings at fair market value (subject to the
receipt of applicable Gaming Approvals and to certain restrictions on restricted
payments set forth in the Notes Indenture and the Bank Credit Facility). If
Gaming Holdings does not satisfy its obligation to purchase the Restricted
Membership Interests within seven days, the officers have the right to require
Gaming to purchase such interests at fair market value (subject to certain
restrictions on Restricted Payments set forth in the Note Indenture). After
Gaming has satisfied its obligation to purchase the Restricted Membership
Interests, Gaming Holdings has the right to call such interests from Gaming for
nominal consideration. If, prior to the date of an initial public offering with
respect to the Restricted Membership Interests, an officer is terminated for
Cause, except with respect to Mr. Goeglein, Gaming and Gaming Holdings have the
right to purchase any vested Restricted Membership Interests from the officers
at two times the original price paid by the officer for such interests (in each
case with corresponding rights in Gaming Holdings to purchase the Common
Membership Interests which correspond to such Restricted Membership Interests
for nominal consideration).

The Company is currently developing a further equity compensation
arrangement, or the economic equivalent thereof, for Mr. Timmins, Mr. Attaway,
Ms. Falvey, Ms. Becker and Mr. Lettero.

The Employment Agreements may be terminated by Gaming with or without Cause
(as defined in each Employment Agreement) or by the Officers for Good Reason (as
defined in each Employment Agreement). If an Officer is terminated for Cause, he
shall be entitled only to such salary, bonus and benefits then accrued or
vested. If an Officer is terminated without Cause or upon a Change in Control
(as defined in the Employment Agreements), the Officer shall be entitled to such
salary, bonus and benefits to which he would have been entitled for the
remainder of the four-year term or twelve months, whichever is

longer (in the case of Mr. Goeglein, any such amount remaining in connection
with his term plus certain other amounts).

Each Officer has agreed not to compete with Gaming during the term of the
Employment Agreements (plus one additional year if the Officer was terminated
for Cause) and has agreed to refrain from certain other activities in
competition with Gaming.

Each of the Employment Agreements provides that Gaming shall indemnify and
hold the Officers harmless to the fullest extent permitted by Nevada law against
costs, expenses, liabilities and losses, including reasonable attorneys' fees
and disbursements of counsel, incurred or suffered by the Officer in connection
with his services as an employee of Gaming during the term of the respective
Employment Agreement.

Mr. Goeglein's Employment Agreement provides Mr. Goeglein with relocation
expense reimbursement, an interest-free mortgage loan of $500,000 from AHL, and
certain excise tax gross-up provisions.

GAI CONSULTING AGREEMENT

Gaming has entered into a consulting agreement (as amended, "Consulting
Agreement") with GAI. The Consulting Agreement was subsequently amended on
February 26, 1998 to add Gaming Holdings as a party and pursuant to which
amendment GAI contributed its Common Membership Interests in Gaming to Gaming
Holdings in return for Holdings Common Membership Interests. Pursuant to the
Consulting Agreement, GAI will render such consulting services as are reasonably
requested by the Gaming Board until June 30, 2002.

During the term of the Consulting Agreement, Gaming shall pay GAI a retainer
of $12,500 each month as payment for remaining on call to provide services and
expertise for such month. In addition, GAI purchased a 3% Common Membership
Interest in Gaming which, was contributed to Gaming Holdings on February 26,
1998 in return for a 3% Holdings Common Membership Interest ("GAI Membership
Interest") for a purchase price of $1,800. The GAI Membership Interest is fully
vested and is subject to certain anti-dilution provisions contained in the
Consulting Agreement (but subject to dilution upon exercise of the warrants
issued in connection with the offering of the Notes). In addition: (a) if
Richard Goeglein is terminated from his employment with Gaming other than for
"Cause" or voluntarily terminates for "Good Reason" (as such terms are defined
in Mr. Goeglein's Employment Agreement with Gaming) after the consummation of
the Funding Transactions and the Offering; or (b) if an initial public offering
in respect of the GAI Membership Interest has not occurred prior to July 1,
2002, GAI has the right to sell any shares purchased under the Consulting
Agreement back to Gaming Holdings at their fair market value at the time of such
sale (subject to the receipt of applicable Gaming Approvals and to certain
restrictions on restricted payments set forth in the Notes Indenture and the
Bank Credit Facility). If Gaming Holdings does not satisfy its obligation to
purchase the GAI Membership Interest within seven days, GAI has the right to
require Gaming to purchase such interests at fair market value. After Gaming has
satisfied its obligation to purchase the GAI Membership Interest, Gaming
Holdings will have the right to call such interests from Gaming at nominal
value.

Pursuant to the Consulting Agreement, GAI has certain "piggyback"
registration rights with respect to its interests purchased pursuant to the
Consulting Agreement. Gaming Holdings has agreed to indemnify GAI, its legal
counsel and independent accountants against all expenses, claims, losses,
damages and liabilities which may arise out of certain acts or omissions
committed in connection with the registration of such membership interests, and,
in connection with certain acts or omissions not committed in connection with
the registration of such membership interests, to the same extent that other
senior management and directors of Gaming and Gaming Holdings are indemnified.
For further details on the Consultant Agreement, see Exhibit 10.40 to Gaming
Enterprises' Registration Statement on Form S-4, Amendment No. 1, filed
June 10, 1998, Part II, Item 21.

Mr. Goeglein has granted a third party an option to acquire a 15% interest
in GAI. The Company believes that any exercise of the option will not have a
material adverse effect on the Company.

BONUS AND INCENTIVE PLANS

Gaming and Gaming Holdings are currently developing bonus and/or incentive
plans (subject to supermajority approval by the Gaming Holdings Members, such
approval not to be unreasonably withheld). It is expected that the terms of any
such plans would be comparable to those customary in the industry.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following tables set forth certain information with respect to the
beneficial ownership of and the capital stock of Gaming Enterprises and the
membership interests of Gaming Holdings by: (i) each person who, to the
knowledge of Gaming Enterprises or the Company, beneficially owns more than 5%
of the outstanding capital stock or membership interests (as the case may be);
(ii) the directors of Gaming Enterprises and Gaming Holdings; (iii) all
executive officers of Gaming Enterprises and Gaming Holdings included in the
Executive Compensation Table under "Item 11. Executive Compensation;" and
(iv) all directors and executive officers of Gaming Enterprises and Gaming
Holdings, respectively, as a group. Neither the capital stock of Gaming
Enterprises nor the membership interests of Gaming Holdings is presently listed
or traded on any securities exchange or securities market.

ALADDIN GAMING ENTERPRISES, INC.

CLASS A COMMON STOCK
---------------------------------------------------------
PRIOR TO EXERCISE OF THE ASSUMING FULL EXERCISE OF
WARRANTS CLASS A THE WARRANTS CLASS A
COMMON STOCK(5) COMMON STOCK (5)(6)
--------------------------- ---------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
SHARES OF CLASS SHARES OF CLASS
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED OWNED OWNED
- - ------------------------ ------------ ------------ ------------ ------------

Viola Sommer, Jack Sommer and Eugene Landsberg, as
trustees of the Sommer Trust(1)(2).............. 1,093,103 98.7% 1,093,103 98.7%
Jack Sommer(1)(2)................................. 1,093,103 98.7% 1,093,103 98.7%
Ronald Dictrow(3)................................. 14,398 1.3% 14,398 1.3%
All Directors and Executive Officers as a group
(4)............................................. 1,107,500 100% 1,107,500 100%

ALADDIN GAMING ENTERPRISES, INC.

CLASS B COMMON STOCK
---------------------------------------------------------
PRIOR TO EXERCISE OF THE ASSUMING FULL EXERCISE OF
WARRANTS CLASS B THE WARRANTS CLASS B
COMMON STOCK COMMON STOCK (5)(6)
--------------------------- ---------------------------
NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE
SHARES OF CLASS SHARES OF CLASS
BENEFICIALLY BENEFICIALLY BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED OWNED OWNED
- - ------------------------ ------------ ------------ ------------ ------------

Viola Sommer, Jack Sommer and Eugene Landsberg, as
trustees of the Sommer Trust(1)(2).............. 2,186,205 98.7% 2,186,205 49.4%
Jack Sommer(1)(2)................................. 2,186,205 98.7% 2,186,205 49.4%
Ronald Dictrow(3)................................. 28,795 1.3% 28,795 *
All Directors and Executive Officers as a group
(4)............................................. 2,215,000 100% 2,215,000 50%

- - ------------------------

* Represents less than one percent of the outstanding shares of Class B
Common Stock.

(1) The Sommer Trust has an option to acquire 5% of the common membership
interest in AHL from GW Vegas (representing all of GW Vegas' common
membership interest in AHL). Such option is exercisable at any time prior to
December 2001. The address of the Sommer Trust is 280 Park Avenue, New York,
New York 10017.

(2) Includes Gaming Holdings Common Membership Interests held by the Sommer
Trust. Mr. Jack Sommer, who is Chairman and a director of Gaming and Gaming
Holdings and a director of Capital and director and the President of Gaming
Enterprises, is a trustee and contingent beneficiary of the Sommer Trust.
Mrs. Sommer, Mr. Sommer and Mr. Landsberg are each deemed to beneficially
own the same interest as the Sommer Trust owns in Gaming Enterprises because
each of them is a trustee of the Sommer Trust.

(3) Mr. Ronald Dictrow is the Secretary and a director of Gaming Enterprises.
Mr. Dictrow's address is 280 Park Avenue, New York, New York 10017.

(4) The directors of Gaming Enterprises are Messrs. Sommer and Dictrow. The
executive officers of Gaming Enterprises are Messrs. Sommer, Dictrow and
Klerk.

(5) The Class A Common Stock and Class B Common Stock in Gaming Enterprises held
by Sommer Enterprises were pledged on February 26, 1998 to the Bank Lenders
under the Credit Agreement.

(6) Upon the exercise of the Warrants, holders of the Warrant Shares will own
50% of the outstanding Class B Common Stock and 0% of the outstanding
Class A Common Stock of the Issuer.

ALADDIN GAMING HOLDINGS, LLC
---------------------------------------------------------------
PERCENTAGE OWNERSHIP OF
GAMING HOLDINGS
COMMON PERCENTAGE OWNERSHIP OF
MEMBERSHIP INTERESTS GAMING HOLDINGS COMMON
BENEFICIALLY OWNED PRIOR TO MEMBERSHIP INTERESTS
EXERCISE OF THE BENEFICIALLY OWNED ASSUMING
NAME OF BENEFICIAL OWNER WARRANTS(9) FULL EXERCISE OF THE WARRANTS(10)
- - ------------------------ --------------------------- ---------------------------------

Viola Sommer, Jack Sommer and Eugene
Landsberg, as trustees of the Sommer Trust
(1)(2)(3)..................................
71.1% 61.6%
Jack Sommer (2)(3)........................... 71.1% 61.6%
London Clubs (3)............................. 50.0% 50.0%
Alan Goodenough (3).......................... 0.0% 0.0%
G. Barry C. Hardy (3)........................ 0.0% 0.0%
William Timmins (3).......................... 0.0% 0.0%
Ronald Dictrow (4)........................... * *
Richard J. Goeglein (5)(7)................... 3.0% 2.6%
Jose A. Rueda (6)(7)......................... 0.0% 0.0%
David Attaway (6)............................ 0.0% 0.0%
Cornelius T. Klerk (10)...................... 0.0% 0.0%
Thomas A. Lettero............................ 0.0% 0.0%
Mark A. Clayton.............................. 0.0% 0.0%
All Directors and Executive Officers as a
group (twelve persons) (8)................. 75.0% 65.0%

* Represents less than one percent of the outstanding Holdings Common
Membership Interests.

(1) The Sommer Trust has an option to acquire 5% of the common membership
interests in AHL from GW Vegas (representing all of GW Vegas' common
membership interests in AHL). Such option is exercisable at any time prior
to December, 2001. The address of the Sommer Trust is 280 Park Avenue, Floor
38 West, New York, New York 10017.

(2) Includes Gaming Holdings Common Membership Interest held by the Sommer
Trust. Mr. Jack Sommer, who is Chairman and a director of Gaming Holdings
and Gaming and a director of Capital and Gaming Enterprises, is a trustee
and contingent beneficiary of the Sommer Trust. Mrs. Sommer, Mr. Sommer and
Mr. Landsberg are each deemed to beneficially own the same interest as the
Sommer Trust owns in Gaming Holdings because each of them is a trustee of
the Sommer Trust. The address for Mrs. Sommer, Mr. Sommer and Mr. Landsberg
is 280 Park Avenue, Floor 38 West, New York, New York 10017.

(3) London Clubs owns 25% of the Gaming Holdings Common Membership Interests and
has an option to convert certain preferred membership interests of Gaming
Holdings into 15% of Holdings Common Membership Interests. On November 30,
1998, London Clubs and the Sommer Trust agreed that the Sommer Trust and its
affiliates shall vote their respective Holdings Common Membership Interests
and cause Gaming Enterprises to vote its Holdings Common Membership
Interests so that (taking into account Holdings Common Membership Interests
held by London Clubs or its affiliates) London Clubs controls fifty percent
of the voting power of Gaming Holdings. See "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations." Mr. Alan
Goodenough is Executive Chairman of London Clubs and a director of Gaming
Holdings, Gaming and Capital. Mr. G. Barry C. Hardy is Chief Operating
Officer of London Clubs and a director of

Gaming Holdings, Gaming and Capital. William Timmins is Executive Director
of London Clubs and is a director of Gaming Holdings, Gaming and Capital.
The address of London Clubs and Messrs. Goodenough and Hardy is 10 Brick
Street, London, W1Y, 8HQ, United Kingdom.

(4) Mr. Ronald Dictrow is a director of Gaming Enterprises and the Executive
Vice President/Secretary and a director of Gaming Holdings, Gaming and
Capital. Mr. Dictrow's address is 280 Park Avenue, Floor 38 West, New York,
New York 10017.

(5) Mr. Richard J. Goeglein, who is Chief Executive Officer, President and a
director of Gaming Holdings, Gaming and Capital, beneficially owns 100% of
GAI, which holds 3% of the Holdings Common Membership Interests; however,
Mr. Goeglein has granted to a third party an option to acquire a 15%
interest in GAI. Mr. Goeglein's address is 831 Pilot Road, Las Vegas, Nevada
89119.

(6) The address of Messrs. Timmins, Rueda, Attaway, Lettero and Clayton is 831
Pilot Road, Las Vegas, Nevada 89119.

(7) Messrs. Goeglein and Rueda have rights to acquire beneficial ownership of
Gaming Holdings Common Membership Interests representing an aggregate of
2.75% of such interests, which rights do not vest within 60 days. See "Item
11. Executive Compensation."

(8) Gaming Holdings owns 100% of the Common Membership Interests and Series A
Preferred Interests of Gaming. The Common Membership Interests were, on
closing of the Bank Credit Facility, pledged to the Bank Lenders. The
Series A Preferred Interests were, on closing of the Notes offering, pledged
to the Trustee for the benefit of the Note Holders.

(9) Gaming Enterprises owns 25% of the Gaming Holdings Common Membership
Interests. Upon full exercise of the warrants issued in connection with the
offering of the Notes, holders of the shares issued upon conversion of
warrants will indirectly own 10% of the outstanding Holdings Common
Membership Interests.

(10) Mr. Klerk purchased unvested Holdings Common Membership Interests
representing approximately 0.75% of the outstanding Holdings Common
Membership Interests for a purchase price of $450. Such interests had a fair
market value of $450 on the date of purchase. On March 24, 2000, pursuant to
Mr. Klerk's Employment Agreement, the Company purchased for $450
Mr. Klerk's total unvested Holdings Common Membership Interests.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

THE LONDON CLUB MANAGEMENT AGREEMENT

Gaming, London Clubs and LCNI are parties to a management agreement which
relates to The London Club at Aladdin. Under the management agreement, London
Clubs has agreed to guaranty the obligations of LCNI. In consideration for the
services to be furnished by LCNI under the management agreement, Gaming will pay
to LCNI a performance-based incentive fee ("Incentive Marketing and Consulting
Fee") calculated as follows: (i) 10% of The London Club at Aladdin EBITDA
(defined in the management agreement to mean gross revenue attributable to The
London Club at Aladdin, less all costs and expenses directly attributable to The
London Club at Aladdin), up to and including $15.0 million of EBITDA; plus
(ii) 12.5% of The London Club at Aladdin EBITDA, in excess of $15.0 million, up
to and including $17.0 million; plus (iii) 25% of The London Club at Aladdin
EBITDA, in excess of $17.0 million, up to and including $20.0 million; plus
(iv) 50% of The London Club at Aladdin EBITDA, in excess of $20.0 million. The
foregoing thresholds will be adjusted in accordance with consumer price index
changes every five years. For further details, see Part II, Item 16,
Exhibit 10.11 to Gaming Enterprises' Registration Statement on Form S-1 filed
April 9, 1999.

OTHER PAYMENTS TO CONTROLLING STOCKHOLDERS

In consideration for certain expenses incurred by the Sommer Trust prior to
February 26, 1998, relating to the management and coordination of the
development of the Aladdin, Gaming reimbursed $3.0 million to the Sommer Trust
on February 26, 1998. In addition, Gaming will reimburse certain ongoing
out-of-pocket expenses of the Sommer Trust relating to the development of the
Aladdin, not to exceed $0.9 million. In November 1998, the Sommer Trust agreed
to defer reimbursement until the Main Project Budget under the Bank Credit
Facility is In Balance (as defined in the Bank Credit Facility). As of
December 31, 1999, the Sommer Trust had received approximately $3.3 million of
the total $3.9 million reimbursement.

In consideration for its obligations under the Keep-Well Agreement (as
defined below) and related arrangements, under the London Clubs Purchase
Agreement, the parties agreed that London Clubs receive (a) an initial fee of
1.0% of Gaming's indebtedness with respect to a $265.0 million portion of the
Bank Credit Facility, which is supported and enhanced by the Keep-Well
Agreement, which fee was paid on February 26, 1998, and (b) an annual fee of
1.5%, payable in arrears, of Gaming's annual average indebtedness with respect
to a $265.0 million portion of the Bank Credit Facility, which is supported and
enhanced by the Keep-Well Agreement for each relevant twelve month period ending
on an anniversary of the closing date of the Bank Credit Facility, which amount
shall reflect the extent, if any, by which the obligations under the Keep-Well
Agreement are reduced or eliminated over time (such fees accrue from the closing
date of the Bank Credit Facility, and shall be paid from available proceeds
after the opening date of the Aladdin). Additionally, Gaming agreed to reimburse
approximately $2.8 million to London Clubs for certain expenses incurred
relating to the Aladdin; however, in November 1998, London Clubs agreed to defer
the payment of approximately $189,000 of this reimbursement until the Main
Project Budget under the Credit Agreement is In Balance (as defined in the Bank
Credit Facility). As of December 31, 1999, London Clubs received approximately
$2.4 million of this $2.8 million reimbursement obligation.

MUSIC INDEBTEDNESS PAYMENTS BY THE SOMMER TRUST AND MR. SOMMER

During 1998, the Sommer Trust paid approximately $260,000 to certain trade
creditors on behalf of Aladdin Music and Mr. Sommer individually paid $500,000
to a trade creditor on behalf of Aladdin Music. Further, during the first
quarter of 1999, the Sommer Trust paid approximately $747,000 to a trade
creditor on behalf of Aladdin Music. To the extent permissible, Aladdin Music
has agreed, if and when Aladdin Music secures a joint venture partner and
financing for the Aladdin Music Project, to reimburse the Sommer Trust and
Mr. Sommer such advanced funds.

KEEP-WELL AGREEMENT

On February 26, 1998, London Clubs, AHL and Bazaar Holdings (collectively,
"Sponsors") entered into the Keep-Well Agreement in favor of the Administrative
Agent and the Bank Lenders under the Bank Credit Facility. The Keep-Well
Agreement is the joint and several agreement of the Sponsors to make certain
quarterly cash equity contributions to Gaming from and after the Conversion Date
if Gaming fails to comply with certain financial ratios set forth in the Bank
Credit Facility. Under the Keep-Well Agreement, the Sponsors are not required to
contribute an aggregate of more than $150 million to Gaming ($30 million in any
one fiscal year), and are not required to contribute any amounts to Gaming on or
after the earlier of the date on which Gaming complies with all of the financial
covenants set forth in the Credit Agreement for six consecutive quarterly
periods or the date on which the aggregate outstanding principal amounts of the
Credit Agreement are reduced below certain amounts.

BANK COMPLETION GUARANTY AND NOTEHOLDER COMPLETION GUARANTY

London Clubs, the Sommer Trust and Bazaar Holdings have entered into the
Bank Completion Guaranty in favor of the Bank Lenders. Pursuant to the Bank
Completion Guaranty, such parties have guaranteed, among other things, the
timely completion of the Aladdin. The Bank Completion Guaranty is not subject to
any maximum dollar limitations. While holders of the Notes are not party to the
Bank Completion Guaranty, London Clubs, the Sommer Trust and Bazaar Holdings
have entered into the Noteholder Completion Guaranty for the benefit of the
holders of the Notes.

ARRANGEMENTS WITH RICHARD GOEGLEIN AND GAI

Gaming has entered into the Consulting Agreement with GAI. Pursuant to the
Consulting Agreement, GAI will render such consulting services as are reasonably
requested by the Board of Gaming until June 30, 2002. During the term of the
Consulting Agreement, Gaming shall pay GAI a retainer of $12,500 per month as
payment for remaining on call to provide services and expertise for such month.
Pursuant to the Consulting Agreement, GAI purchased 3% of the Common Membership
Interests in Gaming (which were contributed to Gaming Holdings on February 26,
1998 for a 3% interest in Gaming Holdings) for $1,800. Such membership interest
is fully vested, subject to certain anti-dilution provisions, put rights and
certain "piggyback" registration rights. See "Item 10. Directors and Executive
Officers of the Registrant-GAI Consulting Agreement." In addition,
Mr. Goeglein's Employment Agreement provided Mr. Goeglein with a relocation
expense reimbursement, an interest free mortgage loan of $500,000 from AHL and
certain excise tax gross-up provisions.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)(l) The following consolidated financial statements of the Company and its
subsidiaries have been filed as a part of this report (See "Part II,
Item 8: Financial Statements and Supplementary Data"):

Independent Auditor's Report;

Consolidated Balance Sheets as of December 31, 1999 and 1998;

Consolidated Statements of Operations for the Year Ended December 31,
1999 and 1998 and from inception (December 31, 1997) through December
31, 1999;

Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997;

Consolidated Statements of Cash Flows for the Year Ended December 31,
1999, 1998 and from inception (December 31, 1997) through December 31,
1999; and

Notes to Consolidated Financial Statements:

(a)(2) All schedules are omitted because they are not required, inapplicable,
or the information is otherwise shown in the financial statements or
notes thereto.

(a)(3) The following exhibits(1) are filed as part of this form 10-K or
incorporated herein by reference.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

3.1 Articles of Organization of Aladdin Gaming Holdings, LLC
("Gaming Holdings") are incorporated herein by reference
from Aladdin Gaming Enterprises, Inc.'s ("Enterprises") (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 3.3.

3.2 Articles of Incorporation of Aladdin Capital Corp.
("Capital") are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.4.

3.3 Articles of Organization of Aladdin Gaming, LLC ("Gaming")
are incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 3.5.

3.4 Articles of Incorporation of Enterprises are incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 3.1; Amendment No. 1 to
Articles of Incorporation of Enterprises is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 3.2.

3.5 Operating Agreement of Gaming Holdings is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1, Amendment No.
1, filed on June 10, 1998, Part II, Item 16, Exhibit 3.7.

- - ------------------------

(1) Copies of exhibits to this Form 10-K will be furnished to any requesting
security holder who furnishes the Company a list identifying the exhibits to
be copied by the Company at a charge of $.25 per page. Alternatively, these
exhibits can be inspected, without charge, at the Public Reference Section
of the SEC located at 450 Fifth Street, NW, Washington, DC 20549 or at the
SEC internet site: http:// www.sec.gov.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

3.6 Bylaws of Capital are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.8.

3.7 Operating Agreement of Gaming is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 3.9.

3.8 Bylaws of Enterprises are incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1 filed on April 9, 1998, Part II, Item
16, Exhibit 3.6.

4.1 Warrant Agreement, dated February 26, 1998, among
Enterprises and State Street Bank and Trust Company, as
Warrant Agent ("Warrant Agent") is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 4.1.

4.2 Warrant Registration Rights Agreement, dated February 26,
1998, among Enterprises and the Initial Purchasers (as
defined) is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 4.2.

4.3 Equity Participation Agreement, dated February 26, 1998,
among Sommer Enterprises, LLC, Enterprises, London Clubs
Nevada, Inc. ("LCNI") and the Trustee (as defined) is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 4.3.

10.1 Indenture, dated February 26, 1998, among Gaming Holdings,
Capital and State Street Bank and Trust Company, as Trustee
("Trustee") is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 10.1.

10.2 Note Registration Rights Agreement, dated February 26, 1998,
among Gaming Holdings, Capital and Merrill Lynch, Pierce
Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC Oppenheimer Corp. and Scotia Capital
Markets (USA) Inc. ("Initial Purchasers") is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 10.2.

10.3 Noteholder Completion Guaranty, dated February 26, 1998,
among the Trust under Articles Sixth u/w/o Sigmund Sommer,
London Clubs International, plc ("London Clubs"), Aladdin
Bazaar Holdings, LLC and the Trustee is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
on June 10, 1998, Part II, Item 16, Exhibit 10.3.

10.4 Disbursement Agreement, dated February 26, 1998, among
Gaming Holdings, Gaming, The Bank of Nova Scotia, as
Administrative Agent under the Bank Credit Facility,
Disbursement Agent, and Securities Intermediary, U.S. Bank
National Association as Servicing Agent and the Trustee is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1 filed on June 10, 1998, Part II, Item 16, Exhibit
10.4.

10.5 The LLC Interest Pledge and Security Agreement, dated
February 26, 1998, between Gaming Holdings and the Trustee
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.5.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.6 The Gaming Holdings Collateral Account Agreement, dated
February 26, 1998, between Gaming Holdings and the Trustee
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.6.

10.7 Subsidiary Guaranty, dated February 26, 1998, among
subsidiaries of London Clubs and the Trustee is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 10.7.

10.8 Amended and Restated London Clubs Purchase Agreement, dated
February 26, 1998, among LCNI, London Clubs, Gaming
Holdings, Aladdin Holdings, LLC, Gaming, Sommer Enterprises,
LLC, and the Trust Under Article Sixth u/w/o Sigmund Sommer
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1 filed
on April 9, 1998, Part II, Item 16, Exhibit 10.8.

10.9 Closing Schedules to Amended and Restated London Clubs
Purchase Agreement are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 10.9.

10.10 Contribution Agreement, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, Aladdin
Holdings, LLC, Sommer Enterprises, LLC, London Clubs and
LCNI is incorporated herein by reference from Enterprises'
(SEC File No. 333-49715) Registration Statement on Form S-1
filed on April 9, 1998, Part II, Item 16, Exhibit 10.10.

10.11 Salle Privee Agreement, dated February 26, 1998, among
Gaming, LCNI and London Clubs is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 10.11.

10.12 Credit Agreement, dated February 26, 1998, among Gaming, a
syndicate of lenders ("Bank Lenders"), The Bank of Nova
Scotia as Administrative Agent, Merrill Lynch Capital
Corporation as Syndication Agent and CIBC Oppenheimer Corp
as Documentation Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1 filed June 10, 1998,
Part II, Item 16, Exhibit 10.13; First Amendment to Credit
Agreement dated January 29, 1999, by and among Gaming, Bank
Lenders, The Bank of Nova Scotia, as Administrative Agent,
Merrill Lynch Capital Corporation as Syndication Agent and
CIBC Oppenheimer Corp. as Documentation Agent is
incorporated herein by reference from Enterprises (SEC File
No. 333-49715) Form 10-K for the year ended December 31,
1999, Part IV Item 14, Exhibit 10.12; Second Amendment to
Credit Agreement, dated as of April 5, 1999, effective March
10, 1999, among Aladdin Gaming, LLC, various financial
institutions, The Bank of Nova Scotia, Merrill Lynch Capital
Corporation and CIBC Oppenheimer Corp. is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Form 8-K, dated April 27, 1999, Item 7, Exhibit
10.01.

10.13 Bank Completion Guaranty, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, London
Clubs, Aladdin Bazaar Holdings, LLC and the Bank Lenders is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.14.
First Amendment to Guaranty of Performance and Completion,
dated as of April 5, 1999, effective March 10, 1999, by
London Clubs International, plc, the Trust Under Article
Sixth Under the Will of Sigmund Sommer, Aladdin Bazaar
Holding, LLC and The Bank of Nova Scotia is incorporated
herein by reference from Enterprises' (SEC 333-49715) Form
8-K, dated April 27, 1999, Item 7, Exhibit 10.02.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.14 Keep-Well Agreement, dated February 26, 1998, among Aladdin
Holdings, LLC, London Clubs and Aladdin Bazaar Holdings, LLC
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1,
Amendment No. 1, filed June 10, 1998, Part II, Item 16,
Exhibit 10.15.

10.15 Design/Build Contract, dated December 4, 1997, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.16; Amendment No. 1 to
Design/Build Contract, dated January 21, 1998, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.17; Amendment
No. 2 to Design/Build Contract, dated January 28, 1998,
between Gaming and Fluor Daniel, Inc. is incorporated herein
by reference from Enterprises' File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.18; Fluor
Guaranty, dated December 4, 1997, between the Company and
Fluor Corporation is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.19.

10.16 Site Work, Development and Construction Agreement, dated
February 26, 1998, among Gaming, Aladdin Bazaar, LLC and
Aladdin Holdings, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.20.

10.17 Construction, Operation and Reciprocal Easement Agreement,
dated February 26, 1998, among Gaming, Aladdin Bazaar, LLC
and Aladdin Music Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.21.

10.18 Common Parking Area Use Agreement, dated February 26, 1998,
between Gaming and Aladdin Bazaar, LLC is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1, Amendment No.
1, filed June 10, 1998, Part II, Item 16, Exhibit 10.22.

10.19 Music Project Lease, dated February 26, 1998, between Gaming
and Aladdin Music Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 2, filed
on July 22, 1998, Part II, Item 16 Exhibit 10.23.

10.20 Mall Project Lease, dated February 26, 1998, between Gaming
and Aladdin Bazaar, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.24.

10.21 Deed of Trust, Assignment of Rents and Leases, Fixture
Filing and Security Agreement, dated February 26, 1998, made
by Gaming to Stewart Title of Nevada, as trustee for the
benefit of the Bank of Nova Scotia is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.25.

10.22 Development Agreement, dated December 3, 1997, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.26.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.23 Energy Service Agreement, dated September 24, 1998, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises; (SEC File No. 333-49715) Form
10-K for the year ended December 31, 1999, Part IV, Item 14,
Exhibit 10.23. Amendment and Agreement to the Energy Service
Agreement, dated September 25, 1998, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.01. Second Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.02. Third Amendment and Agreement to the Energy
Service Agreement, dated May 28, 1999, between Northwind
Aladdin, LLC and Aladdin Gaming, LLC is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.03. Consent and Ratification and Reaffirmation
Agreement, dated May 27, 1999, between The Bank of Nova
Scotia in its capacity as the Administrative Agent for the
Lenders and Aladdin Gaming, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.05. Energy Services Coordination Agreement, dated
May 28, 1999, between Aladdin Gaming, LLC and Aladdin
Bazaar, LLC is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.04.
Subordination Non-Disturbance and Attornment Agreement and
Consent, dated June 7, 1999, between The Bank of Nova
Scotia, as the administrative agent for the Aladdin Lenders,
Northwind Aladdin, LLC, Aladdin Gaming, LLC and State Street
Bank and Trust Company, as collateral agent for the
Northwind Noteholders, Aladdin Music, LLC and Aladdin Music
Holdings, LLC is incorporated herein by reference from the
Enterprises' (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.06.

10.24 Energy Lease, dated December 3, 1997, between Gaming and
Northwind Aladdin, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.28.

10.25 Unicom Guaranty, dated December 3, 1997, between Unicom
Corporation and Gaming is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.29.

10.26 Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated September 3, 1997, between TH Bazaar Centers, Inc. and
Aladdin Bazaar Holdings, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.30; First Amendment to the
Limited Liability Company Agreement of Aladdin Bazaar, LLC,
dated October 16, 1997, is incorporated herein by reference
to Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, filed on April 9, 1998, Part II, Item
16, Exhibit 10.31; Second Amendment to Limited Liability
Company Agreement of Aladdin Bazaar, LLC, dated May 1998, is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.50.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.27 Music Project Memorandum of Understanding and Letter of
Intent, dated September 2, 1997, between Gaming and Planet
Hollywood International, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.32; Amendment to
Music Project Memorandum of Understanding and Letter of
Intent, dated October 15, 1997, between Gaming and Planet
Hollywood International, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.50.

10.28 GAI Contribution and Amendment Agreement, dated February 26,
1998, among Gaming Holdings, Gaming, and GAI, LLC is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.34.

10.29 Goeglein Contribution and Amendment Agreement, dated
February 26, 1998, among Gaming Holdings, Gaming and Richard
J. Goeglein is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, filed on April 9, 1998, Part II, Item 16,
Exhibit 10.35.

10.30 McKennon Contribution and Amendment Agreement, dated
February 26, 1998, among Gaming Holdings, Gaming and James
H. McKennon is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, filed on April 9, 1998, Part II, Item 16,
Exhibit 10.36.

10.31 Klerk Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Cornelius T.
Klerk is incorporated herein by reference from Enterprises'
(SEC File No. 333-49715) Registration Statement on Form S-1,
filed on April 9, 1998, Part II, Item 16, Exhibit 10.37.

10.32 Galati Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Lee A. Galati is
incorporated herein by reference to Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.38.

10.33 Rueda Contribution and Amendment Agreement, dated February
26, 1998, among Gaming Holdings, Gaming and Jose A. Rueda is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed on
April 9, 1998, Part II, Item 16, Exhibit 10.39.

10.34 GAI Consulting Agreement, dated July 1, 1997, between GAI,
LLC and Gaming as amended as of January, 1998 is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.40.

10.35 Employment and Consulting Agreement, dated July 1, 1997,
between Gaming and Richard J. Goeglein, as amended as of
January, 1998, is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.41.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.36 Employment Agreement, dated July 28, 1997, between Gaming
and James H. McKennon is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.42. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and James McKennon, dated January 27,
1999 is incorporated herein by reference from Enterprises'
(SEC 333-49715) Form 10-Q for the quarter ended March 31,
1999, Part II, Item 6, Exhibit 10.01.

10.37 Employment Agreement, dated July 26, 1997, between Gaming
and Cornelius T. Klerk is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.43. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Cornelius T. Klerk, dated January
27, 1999, is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended March 31, 1999, Part II, Item 6, Exhibit
10.02.

10.38 Employment Agreement, dated August 19, 1997, between Gaming
and Lee A. Galati is incorporated herein by reference from
the Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.44. Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Lee Galati, dated January 27, 1999,
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q for the quarter ended March
31, 1999, Part II, Item 6, Exhibit 10.04.

10.39 Employment Agreement, dated July 1, 1997, between Gaming and
Jose A. Rueda is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.45. Amendment No. 2 to the Employment
Agreement between Aladdin Gaming, LLC, Aladdin Gaming
Holdings, LLC and Jose A. Rueda, dated January 27, 1999 is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q for the quarter ended March 31,
1999, Part II, Item 6, Exhibit 10.03.

10.40 FF&E Commitment Letter, dated January 23, 1998, between
Gaming and General Electric Capital Corporation is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed
April 9, 1998, Part II, Item 16, Exhibit 10.46; Facilities
Agreement between General Electric Capital Corporation and
Gaming, dated June 26, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 1998, Part II, Item 6, Exhibit 10.01;
Amendment No. 1 to Facilities Agreement between General
Electric Capital Corporation and Gaming, dated September 2,
1998.

10.41 Intercreditor Agreement by and among The Bank of Nova
Scotia, General Electric Capital Corporation and Gaming,
dated as of June 30, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q filed August 14, 1998, Part II, Item 6, Exhibit 10.02.

10.42 Mall Commitment Letter, dated December 29, 1997, between
Aladdin Bazaar, LLC and Fleet National Bank, as
Administrative Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.47.

EXHIBIT
NO. DESCRIPTION
- - --------------------- -----------

10.43 Purchase Agreement, dated February 18, 1998, among Gaming
Holdings, Capital, Enterprises, Aladdin Holdings, LLC, the
Trust under Article Sixth u/w/o Sigmund Sommer, London Clubs
and the Initial Purchasers is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.48.

10.44 Contributed Land Appraisal prepared by HVS International is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.49.

10.45 Employment Agreement dated February 25, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and William
Timmins.

10.46 Employment Agreement dated December 29, 1999 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and David Attaway.

10.47 Employment Agreement dated January 31, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Barbara
Falvey.

10.48 Employment Agreement dated March 7, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Thomas
Lettero.

10.49 Letter Agreement, dated December 10, 1999 between the Trust
Under Article Sixth u/w/o Sigmund Sommer, London Clubs
International, plc, London Clubs Nevada, Inc., Aladdin
Gaming Holdings, LLC, Sommer Enterprises, LLC, Aladdin
Gaming Enterprises, Inc., GAI, LLC and Aladdin Holdings,
LLC. Letter Agreement, dated February 23, 2000, between the
Trust under Article Sixth u/w/o Sigmund Sommer, London Clubs
International plc, London Clubs Nevada, Inc., Aladdin Gaming
Holdings, LLC, Sommer Enterprises, LLC, Aladdin Gaming
Enterprises, Inc. and GAI, LLC.

21.01 List of Subsidiaries.

27.01 Financial Data Schedule.

99.01 Consolidated Financial Statements of Aladdin Gaming
Holdings, LLC and subsidiaries.

- - ------------------------

(b) Reports on Form 8-K. During the fourth quarter of the fiscal year ended
December 31, 1999, Gaming Enterprises did not file any current Report on
Form 8-K.

(c) The exhibits required by Item 601 of Regulation S-K filed as part of this
Report or incorporated herein by reference are listed in Item 14(a)(3)
above, and the exhibits filed herewith are listed on the Index to Exhibits
which accompanies this Report.

(d) See Item 14(a)(2) of this Report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by this undersigned, thereunto duly authorized.

REGISTRANT: ALADDIN GAMING ENTERPRISES, INC.

By: /s/ JACK SOMMER
-----------------------------------------
Jack Sommer, PRESIDENT AND DIRECTOR
(PRINCIPAL EXECUTIVE OFFICER)

DATE: March 30, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

March 30, 2000 By: /s/ JACK SOMMER
-----------------------------------------
Jack Sommer, PRESIDENT AND DIRECTOR

March 30, 2000 By: /s/ RONALD DICTROW
-----------------------------------------
Ronald Dictrow, SECRETARY AND DIRECTOR
(PRINCIPAL ACCOUNTING OFFICER)

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

Other than this Form 10-K, Aladdin Gaming Enterprises, Inc. has not issued,
and will not be issuing, any annual report to its security holders covering
Aladdin Gaming Enterprises, Inc.'s last fiscal year. Aladdin Gaming
Enterprises, Inc. has not sent, and will not send, any proxy statement, form of
proxy or other proxy soliciting material to its security holders.

EXHIBIT INDEX

EXHIBIT PAGE
NO. DESCRIPTION NO.
- - --------------------- ----------- --------

3.3 Articles of Organization of Aladdin Gaming, LLC ("Gaming")
are incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Registration Statement on Form S-1
filed on April 9, 1998, Part II, Item 16, Exhibit 3.5.......

3.4 Articles of Incorporation of Enterprises are incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 3.1; Amendment
No. 1 to Articles of Incorporation of Enterprises is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 3.2................

3.5 Operating Agreement of Gaming Holdings is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed on June 10, 1998, Part II, Item 16,
Exhibit 3.7.................................................

3.6 Bylaws of Capital are incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1 filed on April 9, 1998, Part II, Item 16,
Exhibit 3.8.................................................

3.8 Bylaws of Enterprises are incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1 filed on April 9, 1998, Part II,
Item 16, Exhibit 3.6........................................

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10.2 Note Registration Rights Agreement, dated February 26, 1998,
among Gaming Holdings, Capital and Merrill Lynch, Pierce
Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC Oppenheimer Corp. and Scotia Capital
Markets (USA) Inc. ("Initial Purchasers") is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1 filed on
April 9, 1998, Part II, Item 16, Exhibit 10.2...............

10.10 Contribution Agreement, dated February 26, 1998, among the
Trust Under Article Sixth
u/w/o Sigmund Sommer, Aladdin Holdings, LLC, Sommer
Enterprises, LLC, London Clubs and LCNI is incorporated
herein by reference from Enterprises' (SEC File No.
333-49715) Registration Statement on Form S-1 filed on April
9, 1998, Part II, Item 16, Exhibit 10.10....................

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10.11 Salle Privee Agreement, dated February 26, 1998, among
Gaming, LCNI and London Clubs is incorporated herein by
reference from Enterprises' (SEC File No. 333- 49715)
Registration Statement on Form S-1 filed on April 9, 1998,
Part II, Item 16, Exhibit 10.11.............................

10.12 Credit Agreement, dated February 26, 1998, among Gaming, a
syndicate of lenders ("Bank Lenders"), The Bank of Nova
Scotia as Administrative Agent, Merrill Lynch Capital
Corporation as Syndication Agent and CIBC Oppenheimer Corp
as Documentation Agent is incorporated herein by reference
from Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1 filed June 10, 1998,
Part II, Item 16, Exhibit 10.13; First Amendment to Credit
Agreement dated January 29, 1999, by and among Gaming, Bank
Lenders, The Bank of Nova Scotia, as Administrative Agent,
Merrill Lynch Capital Corporation as Syndication Agent and
CIBC Oppenheimer Corp. as Documentation Agent is
incorporated herein by reference from Enterprises (SEC File
No. 333-49715) Form 10-K for the year ended December 31,
1999 Part IV, Item 14, Exhibit 10.12; Second Amendment to
Credit Agreement, dated as of April 5, 1999, effective
March 10, 1999, among Aladdin Gaming, LLC, various financial
institutions, The Bank of Nova Scotia, Merrill Lynch Capital
Corporation and CIBC Oppenheimer Corp. is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Form 8-K, dated April 27, 1999, Item 7,
Exhibit 10.01...............................................

10.13 Bank Completion Guaranty, dated February 26, 1998, among the
Trust Under Article Sixth u/w/o Sigmund Sommer, London
Clubs, Aladdin Bazaar Holdings, LLC and the Bank Lenders is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit 10.14.
First Amendment to Guaranty of Performance and Completion,
dated as of April 5, 1999, effective March 10, 1999, by
London Clubs International, plc, the Trust Under Article
Sixth Under the Will of Sigmund Sommer, Aladdin Bazaar
Holding, LLC and The Bank of Nova Scotia is incorporated
herein by reference from Enterprises' (SEC 333-49715)
Form 8-K, dated April 27, 1999, Item 7, Exhibit 10.02.......

10.15 Design/Build Contract, dated December 4, 1997, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, filed on April 9, 1998,
Part II, Item 16, Exhibit 10.16; Amendment No. 1 to
Design/Build Contract, dated January 21, 1998, between
Gaming and Fluor Daniel, Inc. is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.17; Amendment
No. 2 to Design/Build Contract, dated January 28, 1998,
between Gaming and Fluor Daniel, Inc. is incorporated herein
by reference from Enterprises' (SEC File No. 333-49715)
Registration Statement on Form S-1, Amendment No. 1, filed
June 10, 1998, Part II, Item 16, Exhibit 10.18; Fluor
Guaranty, dated December 4, 1997, between the Company and
Fluor Corporation is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Registration Statement
on Form S-1, Amendment No. 1, filed June 10, 1998, Part II,
Item 16, Exhibit 10.19......................................

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10.18 Common Parking Area Use Agreement, dated February 26, 1998,
between Gaming and Aladdin Bazaar, LLC is incorporated
herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, Amendment
No. 1, filed June 10, 1998, Part II, Item 16, Exhibit
10.22.......................................................

10.20 Mall Project Lease, dated February 26, 1998, between Gaming
and Aladdin Bazaar, LLC is incorporated herein by reference
from Enterprises' (SEC File No. 333- 49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.24.............................

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10.23 Energy Service Agreement, dated September 24, 1998, between
Aladdin and Northwind Aladdin, LLC is incorporated herein by
reference from Enterprises; (SEC File No. 333-49715)
Form 10-K for the year ended December 31, 1999, Part IV,
Item 14, Exhibit 10.23. Amendment and Agreement to the
Energy Service Agreement, dated September 25, 1998, between
Northwind Aladdin, LLC and Aladdin Gaming, LLC is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Form 10-Q for the quarter ended June 30,
1999, Part II, Item 6, Exhibit 10.01. Second Amendment and
Agreement to the Energy Service Agreement, dated May 28,
1999, between Northwind Aladdin, LLC and Aladdin Gaming, LLC
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q for the quarter ended
June 30, 1999, Part II, Item 6, Exhibit 10.02. Third
Amendment and Agreement to the Energy Service Agreement,
dated May 28, 1999, between Northwind Aladdin, LLC and
Aladdin Gaming, LLC is incorporated herein by reference from
Enterprises' (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.03. Consent and Ratification and Reaffirmation
Agreement, dated May 27, 1999, between The Bank of Nova
Scotia in its capacity as the Administrative Agent for the
Lenders and Aladdin Gaming, LLC is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715) Form
10-Q for the quarter ended June 30, 1999, Part II, Item 6,
Exhibit 10.05. Energy Services Coordination Agreement, dated
May 28, 1999, between Aladdin Gaming, LLC and Aladdin
Bazaar, LLC is incorporated herein by reference from
Enterprises (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit 10.04.
Subordination Non-Disturbance and Attornment Agreement and
Consent, dated June 7, 1999, between The Bank of Nova
Scotia, as the administrative agent for the Aladdin Lenders,
Northwind Aladdin, LLC, Aladdin Gaming, LLC and State Street
Bank and Trust Company, as collateral agent for the
Northwind Noteholders, Aladdin Music, LLC and Aladdin Music
Holdings, LLC is incorporated herein by reference from the
Enterprises' (SEC File No. 333-49715) Form 10-Q for the
quarter ended June 30, 1999, Part II, Item 6, Exhibit
10.06.......................................................

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10.38 Employment Agreement, dated August 19, 1997, between Gaming
and Lee A. Galati is incorporated herein by reference from
the Enterprises' (SEC File No. 333-49715) Registration
Statement on Form S-1, Amendment No. 1, filed June 10, 1998,
Part II, Item 16, Exhibit 10.44 Amendment No. 2 to the
Employment Agreement between Aladdin Gaming, LLC, Aladdin
Gaming Holdings, LLC and Lee Galati, dated January 27, 1999,
is incorporated herein by reference from Enterprises' (SEC
File No. 333-49715) Form 10-Q for the quarter ended March
31, 1999, Part II, Item 6, Exhibit 10.04....................

10.40 FF&E Commitment Letter, dated January 23, 1998, between
Gaming and General Electric Capital Corporation is
incorporated herein by reference from Enterprises' (SEC File
No. 333-49715) Registration Statement on Form S-1, filed
April 9, 1998, Part II, Item 16, Exhibit 10.46; Facilities
Agreement between General Electric Capital Corporation and
Gaming, dated June 26, 1998, is incorporated herein by
reference from Enterprises' (SEC File No. 333-49715)
Form 10-Q filed August 14, 1998, Part II, Item 6,
Exhibit 10.01; Amendment No. 1 to Facilities Agreement
between General Electric Capital Corporation and Gaming,
dated September 2, 1998.....................................

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NO. DESCRIPTION NO.
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10.45 Employment Agreement dated February 25, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and William
Timmins.....................................................

10.46 Employment Agreement dated December 29, 1999 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and David
Attaway.....................................................

10.47 Employment Agreement dated January 31, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Barbara
Falvey......................................................

10.48 Employment Agreement dated March 7, 2000 between Aladdin
Gaming Holdings, LLC, Aladdin Gaming, LLC and Thomas
Lettero.....................................................

21.01 List of Subsidiaries........................................

27.01 Financial Data Schedule.....................................

99.01 Consolidated Financial Statements of Aladdin Gaming
Holdings, LLC and subsidiaries..............................