1
UNITED STATES
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
January 10, 2000
----------------
(Date of earliest event reported)
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
(Exact Name of Registrant as Specified in Its Charter)
86-0857506
NEVADA 333-49691 86-0857505
(State of Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1160 TOWN CENTER DRIVE, SUITE 200, LAS VEGAS, NV 89144
(Address of Principal Executive Offices)
(702) 869-7000
(Registrant's Telephone Number)
2
ITEM 5. OTHER EVENTS.
A. Litigation
On February 11, 2000, The Resort at Summerlin, Limited Partnership (the
"Partnership") and The Resort at Summerlin, Inc., its general partner (the
"Company") initiated an action in the United States District Court, District of
Nevada (CV-S-00-0182-PMP-RLH) against J.A. Jones Construction Company ("Jones"),
J.A. Jones, Inc. ("J.A. Jones"), Helix Electric, Inc. ("Helix") and Micco, Inc.
("Micco"). Jones is the construction manager under a December 22, 1997 Standard
Form of Agreement between Owner and Construction Manager among the Partnership,
the Company and Jones with respect to the construction of the resort casino (the
"Resort Casino") on the property (the "Construction Management Agreement"). J.A.
Jones is the parent corporation of Jones. Helix and Micco are contractors with
respect to the construction project.
The Complaint alleges breach of contract, negligence, breach of
fiduciary duty, fraud and negligent misrepresentation by Jones in connection
with its performance under the Construction Management Agreement and/or
otherwise related to the services it rendered in connection with the
construction of the Resort Casino, breach of guaranty by J.A. Jones and breach
of contract, breach of covenant of good faith and fair dealing and negligence by
each of Helix and Micco in connection with the construction of the Resort
Casino. The Complaint seeks compensatory damages in excess of $50 million and
exemplary damages in excess of $100 million against Jones; compensatory damages
in excess of $50 million against J.A. Jones; and compensatory damages in excess
of $1 million and exemplary damages in excess of $1 million against each of
Helix and Micco.
On or about January 21, 2000, Jones filed a Notice and Claim of Lien
against the Partnership's property in Las Vegas, Nevada (the "Property) in the
amount of $16,620,983 for labor and materials allegedly furnished by Jones in
connection with the construction of the Resort Casino being operated by the
Partnership on the Property. The Partnership also has received notices of other
liens against the Property in the aggregate amount of approximately $27.0
million from various parties for labor and materials allegedly furnished in
connection with the construction of the Resort Casino.
On January 10, 2000, Employers Insurance Company of Nevada initiated an
action against the Partnership, the Company and ten unnamed defendants in the
District Court of Clark County, Nevada (Case No. A413340). The Complaint alleges
that as of January 1, 2000, the Partnership, the Company and each defendant owe
the plaintiff $1,171,200.00 plus interest, for unpaid insurance premiums.
B. Additional Borrowing
Beginning in November 1999, and on various dates through February 28,
2000, the Partnership has borrowed in the aggregate $30.9 million from Swiss
Casinos of America, Inc. ("SCA") an affiliate and a limited partner of the
Partnership. This indebtedness will be secured by a subordinated deed of trust
and security interest on the Property. The amount of these borrowings is in
excess of that permitted under certain restrictive covenants in, and constitutes
a default under, each of (i) the December 30, 1997 Credit Agreement with respect
to $100 million aggregate principal amount of First Mortgage Notes of the
Partnership and the Company, and (ii) the December 31, 1997 Indenture with
respect to the Partnership's and the Company's $100 million aggregate principal
amount of 13% Senior Subordinated PIK Notes due 2007, Series B. The security
interest to be created with respect to this indebtedness also will be in
violation of, and constitute a default under, certain restrictive covenants in
each of the Indenture and the Credit Agreement.
3
Certificates executed by officers of both the Partnership and the
Company concerning the incurrence of this indebtedness and the intention to
create this security interests on the Property have been provided to the
Administrative Agent under the Credit Agreement and the Indenture Trustee. The
Partnership currently anticipates that it may incur additional indebtedness with
SCA or other affiliates from time to time as may be necessary to fund the
Partnership's ongoing capital needs. Neither SCA, or any other affiliates or any
other party has committed to provide such additional debt financing and there
can be no assurance that such financing will be available from SCA, any other
affiliate or any other party on acceptable terms, or at all.
ITEM 7. EXHIBITS.
EXHIBIT NO.
- -----------
4 December 31, 1997 Indenture*
10 December 30, 1997 Credit Agreement*
* filed on April 8, 1998 with the Registrants' Form S-4 Registration Statement
Under the Securities Act of 1933
FORWARD-LOOKING STATEMENTS
This Form 8-K contains certain "forward-looking statements" which
represent the Partnership's and the Company's expectations or beliefs,
including, but not limited to, statements concerning industry performance and
the Partnership's and the Company's operations, performance, financial
condition, plans, growth and strategies. Any statements contained in this Form
8-K which are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "anticipate," "intend," "could,"
"estimate" or "continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
certain of which are beyond the Partnership's and the Company's control, and
actual results may differ materially depending on a variety of important factors
many of which are beyond the control of the Partnership and the Company.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 1, 2000
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP, a Nevada
limited partnership (Registrant)
By: THE RESORT AT SUMMERLIN, INC., its
General Partner
By: /s/ Darrell Luery
-----------------
Darrell Luery
President and Chief Executive Officer
(Principal Executive Officer)
THE RESORT AT SUMMERLIN, INC., a Nevada corporation
(Registrant)
By: /s/ Darrell Luery
-----------------
Darrell Luery
President and Chief Executive Officer
(Principal Executive Officer)