SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 5, 2002
MOHEGAN TRIBAL GAMING AUTHORITY
(Exact name of registrant as specified in its charter)
Connecticut 033-80655 06-1436334
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) File Number) Identification No.)
One Mohegan Sun Boulevard, Uncasville, CT 06382
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 862-8000
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 5 2002, the Mohegan Tribal Gaming Authority ("MTGA"), an
instrumentality of the Mohegan Tribe of Indians ("Mohegan Tribe") determined to
dismiss its independent auditors, Arthur Andersen LLP and to engage the services
of PricewaterhouseCoopers LLP as it new independent auditors. This determination
followed the MTGA's decision to seek proposals from independent accountants to
audit the financial statements of the MTGA for the fiscal year ended September
30, 2002, and was approved by MTGA's Management Board upon the recommendation of
its Audit Committee. The Mohegan Tribe has also determined to dismiss its
independent auditors, Arthur Andersen, LLP and to engage the services of
PricewaterhouseCoopers LLP as its new independent auditors. The Tribal Council
of the Mohegan Tribe, upon the recommendation of its Audit Committee approved
the dismissal and engagement.
During the two most recent fiscal years of MTGA ended September 30, 2001
and 2000, and the subsequent interim period through April 5, 2002, there were no
disagreements between MTGA and Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of the Mohegan
Tribe or MTGA ended September 30, 2001 and 2000 or within the subsequent interim
period through April 5, 2002.
The audit reports of Arthur Andersen on the financial statements of MTGA as
of and for the fiscal years ended September 30, 2000 and 2001 did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. A letter from
Arthur Andersen is attached hereto as Exhibit 16.1.
During the two most recent fiscal years of MTGA ended September 30, 2001
and 2000 and the subsequent interim period through April 5, 2002, neither the
Mohegan Tribe nor MTGA consulted with PricewaterhouseCoopers LLP regarding any
of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
------- -----------
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
Mohegan Tribal Gaming Authority
Date: April 5, 2002
/s/ Mark F. Brown
By: Mark F. Brown
Chairman of the Mohegan Tribal
Management Board
/s/ Jeffrey E. Hartmann
Date: April 5, 2002 By: Jeffrey E. Hartmann
Executive Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant
E-1