SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2002
Mohegan Tribal Gaming Authority
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(Exact name of registrant as specified in its charter)
Connecticut 033-80655 06-1436334
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File No.) Identification No.)
One Mohegan Sun Boulevard
Uncasville, CT 06382
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (860) 862-8000
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Item 5. Other Events.
The Mohegan Tribal Gaming Authority (the "Authority") issued a press
release today, attached hereto as Exhibit 99.1 and incorporated herein by
reference, announcing that it will file with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2002, which will contain revised financial information as compared to the
information that was included in the press release issued by the Authority on
July 26, 2002.
During the preparation of the Form 10-Q for the quarterly period ended June
30, 2002, the Authority reviewed its capitalized interest calculation for the
major expansion of Mohegan Sun, known as Project Sunburst, and determined that
capitalized interest for this project was understated, and interest expense was
overstated, for the fiscal year ended September 30, 2001 and capitalized
interest was overstated, and interest expense was understated, for the nine
months ended June 30, 2002. In its press release, the Authority also announced
that, as a result of this determination, the Authority intends to restate its
financial statements for the quarterly periods ended December 31, 2000, March
31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002 and for the fiscal
year ended September 30, 2001 to reflect the anticipated corrections to
capitalized interest and interest expense during these periods.
The net effect of the restatements increases the Authority's net income by
$13.2 million for the fiscal year ended September 30, 2001 and reduces the
Authority's net income by $8.4 million for the nine months ended June 30, 2002.
The restatements are non-cash adjustments that do not affect EBITDA or adjusted
EBITDA and thus have no impact on leverage or fixed charge calculations relevant
to compliance with covenants contained in the Authority's $400 million reducing,
revolving, secured credit facility with a syndicate of lenders led by Bank of
America N.A. (formerly known as Bank of America National Trust and Savings
Association) (the "Bank Credit Facility") and related documents thereto, and the
indentures related to the Authority's (i) $200 million Senior Notes with fixed
interest payable at a rate of 8.125% per annum issued March 3, 1999; (ii) $300
million Senior Subordinated Notes with fixed interest payable at a rate of 8.75%
per annum issued March 3, 1999; (iii) $150 million Senior Subordinated Notes
with fixed interest payable at a rate of 8.375% per annum issued July 26, 2001
and (iv) $250 million Senior Subordinated Notes with fixed interest payable at a
rate of 8% per annum issued February 20, 2002. In addition, the Authority also
has reclassified certain other costs, expenses, and balances in the financial
statements. However, these reclassifications have no effect on the Authority's
net income. Such adjustment impacted the Authority's cash flow statement
presentation between operating and investing activities.
Revised financial information that reflects the anticipated effect of the
restatements for these periods is included in the Form 10-Q for the quarterly
period ended June 30, 2002. The Authority expects to file amended Quarterly
Reports on Form 10-Q for the quarterly periods ended December 31, 2000, March
31, 2001, June 30, 2001, December 31, 2001, March 31, 2002 and June 30, 2002 and
an amended Annual Report on Form 10-K for the fiscal year ended September 30,
2001 once the Authority's independent accountants complete their audit of the
restated financial statements for the fiscal year ended September 30, 2001,
their reviews of the restated financial statements for the quarterly periods
ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001,
March 31, 2002 and their review of the amended financial statements for the
quarterly period ended June 30, 2002.
The Authority also announced that it had received the consent of its
requisite lenders to Amendment No. 5 to the Bank Credit Facility (the
"Amendment") on August 14, 2002. The Amendment (i) expanded the definition of
"approved swap agreements" and increased the amount of approved swap agreements
and other swap agreements that may be used to secure other indebtedness of the
Authority from the notional amount of $200 million to the notional amount of
$300 million and (ii) waived, for a period of 90 days from the date of the
Amendment, (a) the delivery of audited financial statements for the fiscal year
ended September 30, 2001 and reviewed financial statements for the quarterly
periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31,
2001 and March 31, 2002, (b) the requirement to file amended Quarterly Reports
on Form 10-Q for the quarterly periods ended December 31, 2000, March 31, 2001,
June 30, 2001, December 31, 2001 and March 31, 2002 and an amended Annual Report
on Form 10-K for the fiscal year ended September 30, 2001, (c) any defaults
which may have arisen by reason of any of the restatements in the financial
statements which are described above in this Current Report on Form 8-K and (d)
any resulting technical non-compliance with a requirement of law. A copy of the
Amendment is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Some information included in this Current Report on Form 8-K and other
materials filed by the Authority with the Securities and Exchange Commission
contain forward-looking statements, 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. These statements can sometimes be identified by our use
of forward-looking words such as "may," "will," "anticipate," "estimate,"
"expect," or "intend" and similar expressions. Similarly, these statements
include information relating to plans for future expansion and other business
development activities, as well as other capital spending, financing sources and
the effects of regulation (including gaming and tax regulation) 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 materially from those expressed in any forward-looking
statements made by or on behalf of the Authority. These risks and uncertainties
include, but are not limited to, those relating to development and construction
activities, dependence on existing management, leverage and debt service,
domestic or global economic conditions, pending litigation, changes in federal
tax laws or the administration of such laws and changes in gaming laws or
regulations (including the legalization of gaming in certain jurisdictions).
Additional information concerning potential factors that could affect the
Authority's financial results are included in the Authority's Form 10-K for the
fiscal year ended September 30, 2001 and the Registrant's other periodic filings
and reports with the Securities and Exchange Commission. The forward-looking
statements included in this Current Report on Form 8-K are made only as of the
date of this report. The Authority does not have and does not undertake any
obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances. The Authority cannot assure you that
projected results or events will be achieved.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The Exhibit Index filed herewith is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOHEGAN TRIBAL GAMING AUTHORITY
Date: August 19, 2002 By: /s/ Mark Brown
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Mark Brown
Chairman, Management Board
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated August 19, 2002.
99.2 Amendment No. 5 to Loan Agreement.