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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
June 15, 2000
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(Date of earliest event reported)
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
(Exact Name of Registrants as Specified in Their Charters)
NEVADA 333-49691 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
(Registrants' Telephone Number)
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ITEM 5. OTHER EVENTS.
On September 15, 2000, The Resort at Summerlin, Limited
Partnership (the "Partnership") and The Resort at Summerlin, Inc., its general
partner (the "Company" and, together with the Partnership, the "Registrants"),
failed to make certain interest payments (the "Interest Payments") in the
aggregate amount of $3,905,525 required pursuant to their 13% Senior
Subordinated PIK Notes (the "Notes") due 2007, Series B in the aggregate
principal amount of $120 million, which constitutes a default under the December
31, 1997 Indenture (the "Indenture"). The Partnership and the Company believe
that, pending a restructuring of their indebtedness, it is in the best interest
of both the Partnership and the Company not to make the Interest Payments. The
default rate of interest on the interest payments pursuant to the Indenture is
the applicable interest rate plus two percent per annum. The default under the
Indenture also violates, and constitutes a default under, the December 30, 1997
Credit Agreement with respect to the First Mortgage Notes (the "First Mortgage
Notes") in the aggregate principal amount of $100 million of the Partnership and
the Company which are secured by substantially all of the tangible and
intangible property of the Partnership and the Company. The Partnership and the
Company intend to initiate discussions with holders of both the Notes and the
First Mortgage Notes concerning a restructuring of this indebtedness. The
Partnership and the Company also failed to make regularly scheduled payments
pursuant to certain leases (the "Master Leases") between the Partnership and the
Company and PDS Financial Corporation-Nevada for, among other things, gaming
equipment. The aggregate amount of the payments in default under these Master
Leases is approximately $1,054,802.
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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 27, 2000
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP, a Nevada
limited partnership (Registrant)
By: THE RESORT AT SUMMERLIN, INC., its General Partner
By: /s/ Paul Hanley
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Paul Hanley
President and Chief Executive Officer
(Principal Executive Officer)
THE RESORT AT SUMMERLIN, INC., a Nevada corporation
(Registrant)
By: /s/ Paul Hanley
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Paul Hanley
President and Chief Executive Officer
(Principal Executive Officer)