1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] 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 333-49691
THE RESORT AT SUMMERLIN, LIMITED PARTNERSHIP
THE RESORT AT SUMMERLIN, INC.
- --------------------------------------------------------------------------------
(Exact name of registrants as specified in their charters)
Nevada 86-0857506
Nevada 86-0857505
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1160 Town Center Drive, Suite 200, Las Vegas, NV 89134
- --------------------------------------------------------------------------------
(Address of principal executive offices, Zip Code)
(702) 869-7000
- --------------------------------------------------------------------------------
(Registrants' telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes No X
----- -----
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
JUNE 30, 1998
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
-------------- ------------- --------------
ASSETS
Current assets:
Cash and cash equivalents ................ $ 1,268 $ 60,102,696 $ 60,103,964
Investments .............................. -- 87,508,503 87,508,503
Interest receivable ...................... -- 217,367 217,367
Related party receivable ................. 2,700 -- 2,700
------------- ------------- -------------
Total current assets ............................... 3,968 147,828,566 147,832,534
Property and equipment:
Land ..................................... -- 16,628,459 16,628,459
Construction in progress ................. -- 45,547,671 45,547,671
Furniture, fixtures and equipment ........ -- 1,688,330 1,688,330
------------- ------------- -------------
-- 63,864,460 63,864,460
Accumulated depreciation ................. -- (252,938) (252,938)
------------- ------------- -------------
-- 63,611,522 63,611,522
Restricted assets .................................. -- 12,400,000 12,400,000
Debt issuance costs ................................ -- 11,996,582 11,996,582
Investment in The Resort at Summerlin, L.P. ........ 592,546 -- --
Licensing costs and other intangible assets ........ -- 138,333 138,333
Preopening costs ................................... -- 7,019,810 7,019,810
------------- ------------- -------------
Total assets ....................................... $ 596,514 $ 242,994,813 $ 242,998,781
============= ============= =============
LIABILITIES
Current liabilities:
Accounts payable ......................... $ -- $ 278,213 $ 278,213
Construction and preopening payables ..... -- 12,500,191 12,500,191
Related party payable .................... 1,010 28,280 29,290
Interest payable ......................... -- 1,940,413 1,940,413
------------- ------------- -------------
Total current liabilities .......................... 1,010 14,747,097 14,748,107
Long-term debt, net of discount .................... -- 160,203,280 160,203,280
Warrants redeemable for partnership interests ...... -- 10,484,565 10,484,565
------------- ------------- -------------
Total liabilities .................................. 1,010 185,434,942 185,435,952
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued .......... 682,500 -- 682,500
General partner interest ........................... -- 675,000 --
Limited partners' interests ........................ -- 65,130,283 56,967,325
Deficit accumulated during development stage ....... (86,996) (8,245,412) (86,996)
------------- ------------- -------------
Total stockholder's equity and partnership interests 595,504 57,559,871 57,562,829
------------- ------------- -------------
Total liabilities, stockholder's equity and
partnership interests .................... $ 596,514 $ 242,994,813 $ 242,998,781
============= ============= =============
See accompanying notes.
3
BALANCE SHEETS
(DEVELOPMENT STAGE COMPANIES)
DECEMBER 31, 1997
-------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ------------- -------------
ASSETS
Current assets:
Cash and cash equivalents ................ $ 3,968 $ 175,487,660 $ 175,491,628
Interest receivable ...................... -- 24,167 24,167
------------- ------------- -------------
Total current assets ............................... 3,968 175,511,827 175,515,795
Property and equipment:
Land ..................................... -- 16,628,459 16,628,459
Construction in progress ................. -- 3,782,333 3,782,333
Furniture, fixtures and equipment ........ -- 573,000 573,000
------------- ------------- -------------
-- 20,983,792 20,983,792
Accumulated depreciation ................. -- (112,680) (112,680)
------------- ------------- -------------
-- 20,871,112 20,871,112
Restricted assets .................................. -- 12,400,000 12,400,000
Debt issuance costs ................................ -- 12,561,721 12,561,721
Investment in The Resort at Summerlin, L.P. ........ 668,012 -- --
Licensing costs and other intangible assets ........ -- 50,000 50,000
Preopening costs ................................... -- 4,838,812 4,838,812
------------- ------------- -------------
Total assets ....................................... $ 671,980 $ 226,233,472 $ 226,237,440
============= ============= =============
LIABILITIES
Current liabilities:
Accounts payable ......................... $ -- $ 158,471 $ 158,471
Construction and preopening payables ..... -- 619,373 619,373
Related party payable .................... 1,010 348,459 349,469
------------- ------------- -------------
Total current liabilities .......................... 1,010 1,126,303 1,127,313
Long-term debt, net of discount .................... -- 154,131,067 154,131,067
Warrants redeemable for partnership interests ...... -- 5,869,565 5,869,565
------------- ------------- -------------
Total liabilities .................................. 1,010 161,126,935 161,127,945
Limited partners' interests ........................ -- -- 64,438,525
STOCKHOLDER'S EQUITY AND PARTNERSHIP INTERESTS
Common stock, no par value, 2,500 shares
authorized, 1,000 shares issued .......... 682,500 -- 682,500
General partner interest ........................... -- 675,000 --
Limited partners' interests ........................ -- 65,130,283 --
Deficit accumulated during development stage ....... (11,530) (698,746) (11,530)
------------- ------------- -------------
Total stockholder's equity and partnership interests 670,970 65,106,537 670,970
------------- ------------- -------------
Total liabilities, stockholder's equity and
partnership interests .................... $ 671,980 $ 226,233,472 $ 226,237,440
============= ============= =============
See accompanying notes.
4
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED JUNE 30, 1998
--------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------- ----------- ------------
Revenues ................................................ $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 39,640 -- --
General and administrative .................... -- 134,079 134,079
Depreciation and amortization ................. -- 535,640 535,640
----------- ----------- -----------
39,640 669,719 669,719
Other income (expense):
Interest income ............................... -- 2,178,304 2,178,304
Interest expense .............................. -- (5,472,622) (5,472,622)
----------- ----------- -----------
-- (3,294,318) (3,294,318)
----------- ----------- -----------
Loss before limited partners' interest .................. (39,640) (3,964,037) (3,964,037)
Limited partners' interest .............................. -- -- 3,924,397
----------- ----------- -----------
Net loss ................................................ $ (39,640) $(3,964,037) $ (39,640)
=========== =========== ===========
See accompanying notes.
5
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
QUARTER ENDED JUNE 30, 1997
----------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
--------- ---------- ------------
Revenues ................................................ $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 1,006 -- --
General and administrative .................... -- 100,633 100,633
--------- --------- ---------
1,006 100,633 100,633
Loss before limited partners' interest .................. (1,006) (100,633) (100,633)
Limited partners' interest .............................. -- -- 99,627
--------- --------- ---------
Net loss ................................................ $ (1,006) $(100,633) $ (1,006)
========= ========= =========
See accompanying notes.
6
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998
------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- -------------- --------------
Revenues ................................................ $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 75,466 -- --
General and administrative .................... -- 287,483 287,483
Depreciation and amortization ................. -- 1,055,164 1,055,164
------------ ------------ ------------
75,466 1,342,647 1,342,647
Other income (expense):
Interest income ............................... -- 4,749,952 4,749,952
Interest expense .............................. -- (10,953,971) (10,953,971)
------------ ------------ ------------
-- (6,204,019) (6,204,019)
------------ ------------ ------------
Loss before limited partners' interest .................. (75,466) (7,546,666) (7,546,666)
Limited partners' interest .............................. -- -- 7,471,200
------------ ------------ ------------
Net loss ................................................ $ (75,466) $ (7,546,666) $ (75,466)
============ ============ ============
See accompanying notes.
7
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1997
--------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
--------- --------- ------------
Revenues ................................................ $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 1,034 -- --
General and administrative .................... -- 103,434 103,434
--------- --------- ---------
1,034 103,434 103,434
Loss before limited partners' interest .................. 1,034 103,434 103,434
Limited partners' interest .............................. -- -- (102,400)
--------- --------- ---------
Net loss ................................................ $ 1,034 $ 103,434 $ 1,034
========= ========= =========
See accompanying notes.
8
STATEMENTS OF OPERATIONS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
PERIOD FROM INCEPTION THROUGH JUNE 30, 1998
----------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------ ------------ ------------
Revenues ................................................ $ -- $ -- $ --
Costs and expenses:
Equity in loss of The Resort at Summerlin, L.P. 82,454 -- --
General and administrative .................... 4,542 865,826 870,368
Depreciation and amortization ................. -- 1,168,476 1,168,476
------------ ------------ ------------
86,996 2,034,302 2,038,844
Other income (expense):
Interest income ............................... -- 4,791,207 4,791,207
Interest expense .............................. -- (11,002,317) (11,002,317)
------------ ------------ ------------
-- (6,211,110) (6,211,110)
------------ ------------ ------------
Loss before limited partners' interest .................. (86,996) (8,245,412) (8,249,954)
Limited partners' interest .............................. -- -- 8,162,958
------------ ------------ ------------
Net loss ................................................ $ (86,996) $ (8,245,412) $ (86,996)
============ ============ ============
See accompanying notes.
9
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1998
-------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ------------- -------------
OPERATING ACTIVITIES
Net loss ............................................ ($75,466) ($7,546,666) ($75,466)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization ............. -- 1,055,164 1,055,164
Non-cash interest expense for warrant
put options .......................... -- 4,615,000 4,615,000
Interest capitalized to construction
in progress........................... -- (3,245,810) (3,245,810)
Interest paid by issuance of Senior
Subordinated Notes .................. 5,955,000 5,955,000
Equity in loss of The Resort at
Summerlin, L.P....................... 75,466 -- --
Limited partners' interest ................ -- -- (7,471,200)
Changes in operating assets and liabilities
Related party receivable ............. (2,700) -- (2,700)
Interest payable ..................... -- 1,885,135 1,885,135
Interest receivable .................. -- (193,200) (193,200)
------------- ------------- -------------
Net cash provided by (used in) operating activities . (2,700) 2,524,623 2,521,923
INVESTING ACTIVITIES
Capital expenditures ................................ -- (39,634,858) (39,634,858)
Preopening costs .................................... -- (2,180,997) (2,180,997)
Increase in construction and preopening payables .... -- 11,753,199 11,753,199
Purchases of investments ............................ -- (87,508,503) (87,508,503)
Investment in licensing costs and other intangible
assets .................................... -- (88,333) (88,333)
------------- ------------- -------------
Net cash used in investing activities ............... -- (117,659,492) (117,659,492)
FINANCING ACTIVITIES
Debt issuance costs ................................. -- (250,095) (250,095)
------------- ------------- -------------
Net cash used in financing activities ............... -- (250,095) (250,095)
------------- ------------- -------------
Net change in cash and cash equivalents ............. (2,700) (115,384,964) (115,387,664)
Cash and cash equivalents at beginning of period .... 3,968 175,487,660 175,491,628
------------- ------------- -------------
Cash and cash equivalents at end of period .......... $ 1,268 $ 60,102,696 $ 60,103,964
============= ============= =============
See accompanying notes.
10
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1997
--------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
----------- ----------- ------------
OPERATING ACTIVITIES
Net loss ............................................ ($1,034) ($103,434) ($1,034)
Adjustments to reconcile net loss to net cash used
in operating activities:
Equity in loss of The Resort at
Summerlin, L.P............................. 1,034 -- --
Limited partners' interest ................ -- -- (102,400)
----------- ----------- -----------
Net cash used in operating activities ............... -- (103,434) (103,434)
INVESTING ACTIVITIES
Capital expenditures ................................ -- (333,512) (333,512)
Increase in construction and preopening payables .... -- (1,126,002) (1,126,002)
----------- ----------- -----------
Net cash used in investing activities ............... -- (1,459,514) (1,459,514)
FINANCING ACTIVITIES
Capital contribution from limited partners .......... -- 1,926,473 1,926,473
Debt issuance costs ................................. -- (185,600) (185,600)
----------- ----------- -----------
Net cash provided by financing activities ........... -- 1,740,873 1,740,873
----------- ----------- -----------
Net change in cash and cash equivalents ............. -- 177,925 177,925
Cash and cash equivalents at beginning of period .... --
----------- ----------- -----------
Cash and cash equivalents at end of period .......... $ -- $ 177,925 $ 177,925
=========== =========== ===========
See accompanying notes.
11
STATEMENTS OF CASH FLOWS
(DEVELOPMENT STAGE COMPANIES)
(UNAUDITED)
PERIOD FROM INCEPTION THROUGH JUNE 30, 1998
--------------------------------------------------------
CONSOLIDATED
RAS INC. RAS L.P. RAS INC.
------------- ------------- --------------
OPERATING ACTIVITIES
Net loss ............................................ ($86,996) ($8,245,412) ($86,996)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization ............. -- 1,168,476 1,168,476
Non-cash interest expense for warrant
put options .......................... -- 4,615,000 4,615,000
Equity in loss of The Resort at
Summerlin, L.P........................ 82,454 -- --
Interest capitalized to construction
in progess........................... -- (3,252,742) (3,252,742)
Interest paid by issuance of Senior
Subordinated Notes .................... -- 5,955,000 5,955,000
Limited partners' interest ................ -- -- (8,162,958)
Changes in operating assets and liabilities
Related party receivable ............. (2,700) -- (2,700)
Accounts payable ..................... 1,010 -- 1,010
Interest payable ..................... -- 1,940,413 1,940,413
Interest receivable .................. -- (217,367) (217,367)
------------- ------------- -------------
Net cash provided by (used in) operating activities . (6,232) 1,963,368 1,957,136
INVESTING ACTIVITIES
Capital expenditures ................................ -- (60,611,720) (60,611,720)
Preopening costs .................................... -- (4,369,373) (4,369,373)
Increase in construction and preopening payables .... -- 12,824,226 12,824,226
Purchases of investments ............................ -- (87,508,503) (87,508,503)
Investment in The Resort at Summerlin, L.P. ......... (675,000) -- --
Investment in licensing costs and other intangible
assets .................................... -- (138,333) (138,333)
Investment in option fee ............................ -- (1,181,212) (1,181,212)
------------- ------------- -------------
Net cash used in investing activities ............... (675,000) (140,984,915) (140,984,915)
FINANCING ACTIVITIES
Capital contributions ............................... 682,500 -- 682,500
Capital contribution from RAS Inc. .................. -- 675,000 --
Capital contribution from limited partners .......... -- 63,661,059 63,661,059
Issuance of first mortgage notes .................... -- 60,000,000 60,000,000
Purchases of restricted investments ................. -- (12,400,000) (12,400,000)
Issuance of senior subordinated notes ............... -- 100,000,000 100,000,000
Debt issuance costs ................................. -- (12,811,816) (12,811,816)
------------- ------------- -------------
Net cash provided by financing activities ........... 682,500 199,124,243 199,131,743
------------- ------------- -------------
Net change in cash and cash equivalents ............. 1,268 60,102,696 60,103,964
Cash and cash equivalents at beginning of period .... -- -- --
------------- ------------- -------------
Cash and cash equivalents at end of period .......... $1,268 $ 60,102,696 $ 60,103,964
============= ============= =============
SUPPLEMENTAL INFORMATION
Preopening costs incurred and paid by affiliate on
behalf of The Resort at Summerlin, L.P. ... $ 2,650,436 $ 2,650,436
Distribution of non-cash asset ...................... 1,181,202 1,181,202
See accompanying notes.
12
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Resort at Summerlin, Limited Partnership ("RAS L.P.") is majority owned by
Swiss Casinos of America, Inc., formerly known as Seven Circle Gaming
Corporation ("SCA"). RAS L.P. was formed on August 15, 1996 for the purpose of
acquiring land and developing a resort casino in the Summerlin master planned
community in Las Vegas, Nevada ("Summerlin"). The Resort at Summerlin, Inc.
("RAS Inc.") is a wholly owned subsidiary of SCA and serves as general partner
of RAS L.P. The ownership percentages in RAS L.P. of RAS Inc., SCA and
unaffiliated investors are 1.00%, 91.26% and 7.74%, respectively. RAS L.P.
allocates earnings and losses to the partners in accordance with these
percentages.
RAS L.P. purchased 54.5 acres of land located in Summerlin on which it is
developing and plans to operate a resort facility (the "Resort Casino"), to
include a casino, hotel, conference center, spa, restaurants, and retail center.
The land is zoned for gaming, and the Las Vegas City Council has granted the
special use permit required to develop the Resort Casino. On June 30, 1998, RAS
L.P. and RAS Inc. (collectively the "Companies") filed applications with the
Nevada State Gaming Control Board for a nonrestricted gaming license to operate
the Resort Casino. A comprehensive discussion of Nevada gaming law pertinent to
the aforementioned application as well as to the Mortgage Notes (as hereinafter
defined), Senior Subordinated Notes (as hereinafter defined) and Note Warrants
(as hereinafter defined) appears in the Companies' Form S-4 Registration
Statement, declared effective by the Securities and Exchange Commission on June
29, 1998 (the "Registration Statement").
The Companies are development stage companies as they are devoting
substantially all of their efforts to develop the Resort Casino. The Companies
have no current source of income and do not anticipate any material income
until such time as the Resort Casino is operational. The Resort Casino is
expected to open for business in the second quarter of 1999.
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the accounting policies described in the Companies' December
31, 1997 audited consolidated financial statements and should be read in
conjunction with the Notes to Consolidated Financial Statements which appear in
that report. The Companies' December 31, 1997 audited consolidated financial
statements are contained in the Registration Statement. The Consolidated
Balance Sheet as of December 31, 1997 contained herein was derived from audited
financial statements, but does not include all disclosures included in the
December 31, 1997 audited consolidated financial statements and applicable
under generally accepted accounting principles.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for the
interim periods have been included. The results for the 1998 interim periods
reported upon are not necessarily indicative of expected results for the full
year.
As prescribed by Statement of Position 78-9, Accounting for Investments in Real
Estate Ventures, RAS Inc.'s indirect ownership in RAS L.P. through SCA and its
direct 1% general partnership investment constitutes a controlling interest and
is therefore considered a subsidiary requiring consolidation in the financial
statements of RAS Inc. RAS Inc.'s sole business activity at this time is its 1%
general partnership interest in RAS L.P. The consolidated RAS Inc. financial
statements include the following adjusting entries:
- Elimination of RAS Inc.'s investment in RAS L.P.
- Reclassification of the 99% limited partnership interests in RAS L.P.
to minority interest within the balance sheet.
- Allocation of the 99% minority interest in the net losses of RAS L.P.
and the elimination of RAS Inc. equity interest in the losses of RAS
L.P.
13
2. LONG-TERM DEBT
On June 29, 1998, the Securities and Exchange Commission declared the
Registration Statement effective, and the Companies initiated an exchange offer
to the holders of the Companies' outstanding Series A 13% Senior Subordinated
PIK Notes due 2007 (the "Series A Senior Subordinated Notes"), enabling each
holder to exchange Series A Senior Subordinated Notes for the Companies' Series
B 13% Senior Subordinated PIK Notes Due 2007 (the "Series B Senior Subordinated
Notes" and collectively with the Series A Senior Subordinated Notes, the "Senior
Subordinated Notes"). The exchange offer expired on July 29, 1998, at which time
all Series A Senior Subordinated Notes were exchanged.
Long-term debt is comprised of the following:
First Mortgage Notes due 2004 $ 60,000,000
Senior Subordinated Pay-in-Kind Notes due 2007 105,955,000
Original issue discount (5,751,720)
------------
100,203,280
------------
Total long-term debt $160,203,280
============
On December 31, 1997, the Companies issued, as joint and several obligors,
$100.0 million of First Mortgage Notes due March 31, 2004 (the "Mortgage Notes")
of which $60.0 million was drawn at closing and $100.0 million of Senior
Subordinated Notes. The Mortgage Notes Credit Agreement dated December 30, 1997
(the "Credit Agreement") and the Senior Subordinated Notes Indenture dated
December 31, 1997 (the "Indenture") contain various covenants and restrictions
as more fully described below.
MORTGAGE NOTES
Prior to the opening of the Resort Casino, at the option of the Companies,
interest on the Mortgage Notes will accrue at the London Interbank Offered Rate
("LIBOR") for one or three month periods plus 4.0% or at the Base Rate (higher
of Federal Reserve prime rate or federal funds rate plus 0.5%) plus 3.0%. The
interest rate was established at 11.5% on December 31, 1997 and subsequently
adjusted to 9.7% in January 1998. Interest is payable on the last business day
of each calendar quarter for Base Rate tranches and at the end of the applicable
interest period but no less frequently than quarterly for LIBOR tranches.
Subsequent to the opening of the Resort Casino, the percentage above LIBOR or
the base rate reference rates will decrease based on the leverage of RAS L.P.
The $40.0 million of unissued Mortgage Notes can be drawn in increments of at
least $10.0 million each, on one or more quarter ends from September 30, 1998
through March 31, 1999.
The Mortgage Notes are secured by a first perfected security interest in all
assets of the Companies, including all real and personal property, intangibles
and furniture, fixtures and equipment. In addition, $12.4 million was deposited
in an interest escrow account for the benefit of the Mortgage Notes holders,
which will support the interest payment obligations during the five fiscal
quarters following the opening of the Resort Casino (the "Commencement Date").
This amount has been reflected as restricted assets on the accompanying balance
sheets.
14
Prior to the conclusion of construction, the Companies anticipate drawing the
full amount of the Mortgage Notes. Scheduled maturities of the Mortgage Notes
will be as follows (in millions):
1998 $ -
1999 -
2000 12.5
2001 14.5
2002 19.0
Thereafter 54.0
-------
$100.0
=======
An additional principal payment equal to 75% of the first $15.0 million of
excess cash flow, as defined in the Credit Agreement, and 25% of the excess cash
flow above $15.0 million is due annually.
The Credit Agreement contains certain covenants including those restricting
additional indebtedness, liens, change of business, sale and purchase of assets,
mergers and consolidations, investments thereafter with affiliates and financial
covenants. At June 30, 1998, management believes the Companies are in compliance
with all covenants.
SENIOR SUBORDINATED NOTES
On December 31, 1997, the Companies issued 100,000 units consisting of $1,000
principal amount of Series A Senior Subordinated Notes and a warrant to purchase
one share of common stock (a "Corporate Warrant") in RAS Warrant Co. ("Warrant
Co."), which may be exchanged for a warrant to purchase one limited partnership
interest representing 0.00008% of the total partnership interest in the RAS L.P.
(an "L.P. Warrant," and collectively with the Corporate Warrants, the "Note
Warrants") at the purchaser's election. Warrant Co. is a wholly owned subsidiary
of SCA and at June 30, 1998 Warrant Co. has one share of common stock
outstanding from a total of 100,001 authorized shares (see "Warrants" below).
The Senior Subordinated Notes are unsecured and subordinated in right of payment
to all existing and future senior indebtedness of the Companies, as defined in
the Indenture, including the Mortgage Notes.
Interest at the rate of 13% per annum of the principal is due semiannually each
June 15 and December 15 payable either in cash or in additional Senior
Subordinated Notes at the option of RAS L.P. through June 1999, and thereafter
is payable in cash. In addition to the 13% coupon rate on the Senior
Subordinated Notes, RAS L.P. accrues additional interest expense of 9.2% for a
total of 22.2% (see "Warrants" below). On June 15, 1998, RAS L.P. issued
additional Senior Subordinated Notes totaling $5,955,000 in payment of interest
due.
On or after December 15, 2002, the Senior Subordinated Notes may be redeemed at
the Companies' option in whole or in part at face value plus accrued and unpaid
interest at the time of redemption. In addition, at any time prior to December
15, 2000, the Companies may redeem up to 35% of the aggregate principal amount
of the Senior Subordinated Notes with the cash proceeds received from one or
more public equity offerings at a redemption price equal to 113% of the
principal amount, provided that at least $65.0 million of the original principal
amount of the Senior Subordinated Notes remains outstanding immediately after
the redemption.
The Indenture limits the incurrence of additional indebtedness, the payment of
dividends on and the redemption of certain subordinated obligations,
investments, sale of assets and subsidiary stock, transactions with affiliates
and consolidations, mergers and transfers of all or substantially all the assets
of the Companies. At June 30, 1998, management believes the Companies are in
compliance with all covenants.
15
WARRANTS
Each L.P. Warrant entitles the holder to acquire through December 15, 2007, one
L.P. Partnership Interest representing 0.00008% of the total partnership
interest in RAS L.P. at a price per L.P. Warrant of $0.01, subject to the
provisions of the partnership agreement and adjustments from time to time upon
the occurrence of certain changes in the terms of the partnership interests,
distributions, and certain issuances of options or convertible securities.
Holders of L.P. Warrants do not by virtue of being such holders have any rights
as limited partners of RAS L.P. As of June 30, 1998, there were 100,000
outstanding L.P. Warrants, all of which were held by Warrant Co.
Each Corporate Warrant entitles the holder to acquire through December 15, 2007,
one share of common stock of Warrant Co. at a price of $0.01 per share, subject
to certain adjustments from time to time upon the occurrence of certain changes
in the Common Stock of Warrant Co. Upon the exercise of a Corporate Warrant,
Warrant Co. will exercise an L.P. Warrant in RAS L.P. entitling it to the
ownership percentage in RAS L.P. discussed above. Holders of Corporate Warrants
will not, by virtue of being such holders, have any rights as stockholders of
Warrant Co. As of June 30, 1998, there were 100,000 outstanding Corporate
Warrants.
In the event that any existing limited partner proposes to sell or otherwise
transfer at least 15% of the total partnership interests in RAS L.P. (each an
"L.P. Partnership Interest"), the holders of the Note Warrants and L.P.
Partnership Interests shall have the right to require such existing limited
partner to cause the proposed purchaser to purchase, on the same terms and
conditions, a percentage of the number of Note Warrants and the L.P. Partnership
Interests owned by each such holder.
In the event that any existing limited partner proposes to sell or transfer any
L.P. Partnership Interests in RAS L.P. aggregating 51% or more of the total L.P.
Partnership Interests, the existing Limited Partner shall have the right to
require the holders of the Note Warrants and L.P. Partnership Interests to sell
on the same terms and conditions from each of them a percentage of the number of
Note Warrants and L.P. Partnership Interests owned by each such holder.
If RAS L.P. has not completed an initial public equity offering of at least
$50.0 million of gross proceeds with respect to the L.P. Partnership Interests
on or before December 31, 2005, each holder of the Note Warrants will have, for
a 30-day period beginning on April 15, 2006, or if the Mortgage Notes are
prepaid prior to their maturity date, beginning on April 15, 2003, the one-time
right to require RAS L.P. to purchase the Note Warrants at the takeout price,
described below. RAS L.P. will have a one-time right, for a 30-day period
beginning on October 15, 2006, or if the Mortgage Notes are prepaid prior to
their maturity date, beginning on October 15, 2003, to purchase the Note
Warrants on a pro rata basis, for a purchase price equal to the takeout price.
The takeout price is defined as the greater of:
- the value of the Note Warrants as determined by a formula based on
eight times earnings before interest, taxes, depreciation and
amortization ("EBITDA") for the fiscal year ending December 31,
2005, or if the Mortgage Notes are prepaid, for the fiscal year
ending December 31, 2003; or
- the value of the Note Warrants as determined by a formula based on
eight times the average EBITDA for each of the fiscal years ending
December 31, 2003, 2004, and 2005, or if the Mortgage Notes are
prepaid, December 31, 2001, 2002, and 2003; or
- an amount necessary to cause the Senior Subordinated Notes and the
Note Warrants to create a bond equivalent internal rate of return of
20.0% from the issue date to the date of purchase.
RAS L.P. records interest expense at a total rate of 22.2% to account for the
put option. Interest in excess of the stated Senior Subordinated Notes coupon
rate is credited to warrant liability and will be settled either in the terms
above or upon the exercise of the warrants.
16
LEASE FINANCING AND UNSECURED DEBT
Under the terms of the Credit Agreement and the Indenture, RAS L.P. may obtain
additional sources of liquidity, if necessary, including (i) up to $15.0 million
of capital lease financing for furniture, fixtures and equipment, (ii) up to
$5.0 million of unsecured debt and (iii) operating lease financing.
On August 6, 1998, RAS L.P. executed a lease commitment with a lease financing
company for the following credit facilities:
- Capital lease facility for up to approximately $15.0 million;
- Operating lease facility for up to approximately $13.1 million; and
- Unsecured credit facility for $5.0 million.
The capital lease facility can be used to finance various furniture, fixtures
and equipment acceptable to the leasing company. The term of the lease is for 48
months at an anticipated interest rate of 11.2%. Maximum annual lease payments,
including principal and interest, will be approximately $4.7 million. Upon
expiration of the lease term, RAS L.P. will purchase the equipment for $1.
The operating lease facility can be used to lease new gaming devices, related
systems, vehicles and equipment acceptable to the leasing company. The term of
the lease is for 48 months at an anticipated imputed interest rate of 10.9%.
Maximum annual payments under the operating lease will be approximately $3.5
million. Upon expiration of the initial lease term, RAS L.P. will be granted an
option to (i) purchase all but not less than all of the equipment, by equipment
category, at fair market value as determined by an independent appraiser, (ii)
renew the lease term for 12 months or (iii) return the equipment to the leasing
company.
The unsecured credit facility will be available for 12 months beginning March 1,
1999. RAS L.P. must give 45 days notice for each draw, which must be a minimum
of $1.0 million and a maximum of $2.0 million. RAS L.P. must pay 2% of each draw
as a credit facility, legal and syndication fee at the time of closing each
draw. Each loan will include a 2% original issue discount and be converted to a
24-month term note fully amortizing at an interest rate of 13%.
A commitment fee totaling $140,500 was paid on execution of the lease
commitment. The fee will be applied to the leasing company's transaction costs
at closing, and any balance will be applied to the security deposit of the
leases.
To date, the Companies have not utilized any of the above facilities.
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with, and is qualified in
its entirety by, the information contained in the financial statements,
including the notes thereto included in this report. The following discussion
includes forward-looking statements that involve certain risks and
uncertainties.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain "forward-looking statements" which represent the
Companies' expectations or beliefs, including, but not limited to, statements
concerning industry performance and the Companies' operations, performance,
financial condition, plans, growth and strategies. Any statements contained in
this Form 10-Q that 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,
including, but not limited to, those relating to development and construction
activities, market fluctuations, gaming, liquor and other regulatory matters,
taxation, dependence on existing management, leverage and debt service
(including sensitivity to fluctuations in interest rates), domestic or
international economic conditions, changes in federal and state laws or the
administration of such laws and changes in gaming laws or regulations (including
the legalization of gaming in certain jurisdictions). Certain of these risks and
uncertainties are beyond the Companies' control, and actual results may differ
materially depending on a variety of important factors, including those
described in this Form 10-Q.
DEVELOPMENT ACTIVITIES
RAS L.P. is constructing, and will own and operate, the Resort Casino, which is
expected to include two luxury five-star hotel facilities, a casino, a spa and
fitness center, and a retail, meeting and entertainment complex in Las Vegas,
Nevada. The Resort Casino is expected to commence operations in the second
quarter of 1999. Construction of the Resort Casino began in January 1998.
Construction projects of this nature entail significant risks, and the
anticipated costs and construction schedule are based upon budgets, conceptual
design documents and schedule estimates. As construction progresses, there is
always a possibility that delay claims and construction change orders may occur.
RESULTS OF OPERATIONS
RAS Inc. was incorporated in Nevada in June 1996, and RAS L.P. was formed in
Nevada in August 1996. The Companies are in the development stage and as a
result have no significant operating results. RAS L.P.'s financial results
reflected a net loss of $4.0 million for the quarter ended June 30, 1998 and a
net loss of $7.5 million for the six months ended June 30, 1998. The general and
administrative costs represent the proportion of expenses incurred that have not
been capitalized as preopening costs. Interest income is from the investment of
the remaining proceeds of the Mortgage Notes, Senior Subordinated Notes and
capital contributions. Interest expense consists of the interest payable on the
Mortgage Notes, nominal interest at 13.0% for the Senior Subordinated Notes, and
an accrual of 9.2% to account for the put option feature of the Note Warrants.
(See Footnote 2 to Financial Statements, "Warrants".) RAS L.P. capitalized
interest of $2.1 million for the quarter ended June 30, 1998 and $3.3 million
for the six months ended June 30, 1998.
PREOPENING COSTS
It is RAS L.P.'s policy to capitalize development costs as incurred and charge
such costs to expense at the commencement of operations. These costs include
legal fees, personnel, travel, and other costs related to the development of the
Resort Casino.
In April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position 98-5
entitled " Reporting on the Costs of Start-up Activities" ("SOP 98-5") which
requires entities to expense costs of preopening activities as they are
incurred. SOP 98-5 is effective for fiscal years beginning after December 15,
1998. Accordingly, the Companies will
18
adopt the statement in fiscal year 1999. Upon adoption, the Companies are
required to report the initial adoption as a cumulative effect of a change of
accounting principle as described in Accounting Principles Board Opinion No. 20,
"Accounting Changes," during the first quarter of its fiscal year 1999 and
expense subsequent preopening costs as incurred. The cumulative effect upon
adoption will result in a one-time charge to income in an amount equal to the
net book value of the Companies' preopening costs. Under the Companies' existing
policy, the preopening expenses would have been expensed upon the opening of the
Resort Casino.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, approximately $95.0 million of the estimated total project
cost of $267.5 million had been expended or incurred to fund construction and
development of the Resort Casino ($51.4 million as of December 31, 1997). Of the
costs incurred, approximately $ 53.3 million represents land, construction in
progress and furniture, fixtures and equipment ($21.0 million as at December
31,1997), and the balance represents related development costs, financing costs
and funds deposited into the Mortgage Notes interest escrow account.
The remaining construction and development costs for the Resort Casino are
expected to be funded from a combination of (i) gross proceeds from the offering
of the Mortgage Notes of $100.0 million and (ii) the remaining balance of the
$100.0 million gross proceeds from the Senior Subordinated Notes.
The Mortgage Notes consist of up to $100.0 million of loans ("Construction
Loans") which may be used to finance construction of the Resort Casino, with the
principal amount of Construction Loans outstanding on the Commencement Date to
convert into term loans (the "Term Loans"). Construction Loans and Term Loans
may not be re-borrowed once repaid. Advances on the Construction Loans (each a
"Drawdown") may be made on any quarter end from September 30, 1998 through March
31, 1999, for at least $10 million each. In addition, a portion, if any, of the
maximum $100.0 million not incurred as Construction Loans (but not in excess of
$10.0 million) will be made available on and after the Commencement Date under a
revolving credit facility which will be available from the Commencement Date to
March 31, 2004 (the "Maturity Date"). Under the terms of the Credit Agreement
and the Indenture, RAS L.P. may obtain additional sources of liquidity, if
necessary, including (i) up to $15.0 million of capital lease financing for
furniture, fixtures and equipment, (ii) up to $5.0 million of unsecured debt and
(iii) operating lease financing.
On August 6, 1998, RAS L.P. executed a lease commitment with a lease financing
company for the following credit facilities:
- Capital lease facility for up to approximately $15.0 million;
- Operating lease facility for up to approximately $13.1 million; and
- Unsecured credit facility for $5.0 million.
The capital lease facility can be used to finance various furniture, fixtures
and equipment acceptable to the leasing company. The term of the lease is for 48
months at an anticipated interest rate of 11.2%. Maximum annual lease payments,
including principal and interest, will be approximately $4.7 million. Upon
expiration of the lease term, RAS L.P. will purchase the equipment for $1.
The operating lease facility can be used to finance new gaming devices, related
systems, vehicles and equipment acceptable to the leasing company. The term of
the lease is for 48 months at an anticipated imputed interest rate of 10.9%.
Maximum annual payments under the operating lease will be approximately $3.5
million. Upon expiration of the initial lease term, RAS L.P. will be granted an
option to (i) purchase all but not less than all of the equipment, by equipment
category, at fair market value as determined by an independent appraiser, (ii)
renew the lease term for 12 months or (iii) return the equipment to the leasing
company.
The unsecured credit facility will be available for 12 months beginning March 1,
1999. RAS L.P. must give 45 days notice for each draw, which must be a minimum
of $1.0 million and a maximum of $2.0 million.
19
RAS L.P. must pay 2% of each draw as a credit facility, legal and syndication
fee at the time of closing each draw. Each loan will include a 2% original issue
discount and be converted to a 24-month term note fully amortizing at an
interest rate of 13%.
A commitment fee totaling $140,500 was paid on execution of the lease
commitment. The fee will be applied to the leasing company's transaction costs
at closing, and any balance will be applied to the security deposit of the
leases.
Based on management's most recent review of all project costs, management
expects to utilize a portion or all of the two leasing facilities. Management
does not expect to utilize the unsecured credit facility prior to opening. To
date, the Companies have not utilized any of the above facilities.
To date, management has signed change orders in the amount of $0.3 million and
expects additional change orders in the amount of $5.7 million. These amounts
are provided for in the total project budget of $267.5 million.
The funds provided by these sources are expected to be sufficient to develop,
construct and commence operations of the Resort Casino assuming there are no
significant delays, material cost or construction cost overruns or that any
delays, material cost and construction cost overruns are covered by (i) RAS
L.P.'s contingency and construction completion reserves of $5.3 million, (ii)
the subordination of SCA's $3.0 million development fee and (iii) various
insurance policies.
Based on current cash balances and anticipated expenditures, management
estimates a cash balance upon opening of $24.0 million, consisting of (i) $1.9
million for casino bankroll; (ii) $0.2 million for slot machine coin inventory;
(iii) $12.4 million of Mortgage Notes interest escrow; (iv) $2.3 million of
unspent project contingency and reserves; (v) $6.7 million of general contractor
retention and (vi) $0.5 million of construction and preopening payables.
Beginning with the anticipated opening of the Resort Casino in the second
quarter of 1999, the Issuers expect to fund their operations, capital
requirements and debt services from (i) operating cash flow; (ii) a forecasted
cash balance upon opening of $24.0 million; (iii) additional indebtedness of up
to $10.0 million under the Mortgage Notes revolving credit facility to the
extent the entire $100.0 million is not drawn; (iv) any remaining sale leaseback
financing allowed under the Credit Agreement and the Indenture, and (v) the
unsecured $5.0 million credit facility. Such financing is subject to certain
conditions, including completion of the Resort Casino. Management believes that
forecasted cash balances, forecasted operating cash flow and additional
borrowings allowed under the Credit Agreement and the Indenture will provide the
Partnership with sufficient resources to meet its existing debt obligations and
foreseeable capital expenditure requirements.
Although no additional funding for the Resort Casino is currently contemplated
(other than described above), RAS L.P. may seek, if necessary, to the extent
permitted under terms of the Credit Agreement and the Indenture, additional
financing through additional bank borrowings or debt or equity financing. There
can be no assurance that additional financing, if needed, will be available to
RAS L.P. and, if available, that the financing will be on favorable terms.
Finally, there can be no assurance that new business development or other
unforeseen events will not occur resulting in the need to raise additional
funds.
YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. As a result, those
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including among other things,
a temporary inability to process transactions or engage in similar normal
business activities. Management believes that the Companies'
20
systems are compliant or will be compliant by mid-1999. All maintenance and
modifications costs are being expensed as incurred, while the costs of new
software, when material, are being capitalized and amortized over its expected
useful life. The cost of the Year 2000 compliance program has not been and is
not anticipated to be material to the Companies' financial position or results
of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Companies are exposed to market risk in the form of fluctuations in interest
rates and their potential impact upon the Companies' variable-rate debt. The
Companies manage this market risk by utilizing derivative financial instruments
in accordance with established policies and procedures. The Companies evaluate
their exposure to market risk by monitoring interest rates in the marketplace.
The Companies do not utilize derivative financial instruments for trading
purposes.
With respect to derivative financial instruments, the Companies manage their
exposure to counter party credit risk by entering into agreements with highly
rated institutions that can be expected to fully perform under the terms of such
agreements. The significant exposure to fluctuations is the $ 100.0 million
First Mortgage Notes, of which $50.0 million is covered under a cap of 11% until
March 31, 2000.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the opinion of management, the Companies are not engaged in any
litigation or other legal dispute that would have a material adverse impact on
the Companies.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
On June 29, 1998, the Securities and Exchange Commission declared the
Companies' Registration Statement effective, which registered the Companies'
Series B Senior Subordinated Notes. On June 29, 1998, the Companies initiated an
exchange offer to the holders of the Companies' outstanding Series A Senior
Subordinated Notes, enabling each holder of Series A Senior Subordinated Notes
to exchange Series A Senior Subordinated Notes, which were unregistered, for
Series B Senior Subordinated Notes. On July 29, 1998, the exchange offer
expired, pursuant to which all outstanding Series A Senior Subordinated Notes
were exchanged.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
2.1 December 22, 1997 Purchase Agreement.*
3.1 Certificate of Limited Partnership of The Resort at
Summerlin, Limited Partnership.*
21
3.2 Agreement of Limited Partnership, as amended, of The Resort
at Summerlin, Limited Partnership.*
3.3 Articles of Incorporation of The Resort At Summerlin, Inc.*
3.4 Bylaws of The Resort at Summerlin, Inc.*
4.1 December 31, 1997 Indenture.*
4.2 December 30, 1997 Exchange and Registration Rights
Agreement.*
4.3 December 30, 1997 Registration Rights and Limited Partners'
Agreement.*
4.4 December 30, 1997 Warrant Agreement for Partnership
Warrants.*
4.5 December 30, 1997 Warrant Agreement for Corporate
Warrants.*
4.6 Disbursement Agreement dated December 31, 1997.*
4.7 Subordinated Notes Proceeds Accounts Agreement dated
December 31, 1997.*
4.8 Mortgage Notes Proceeds Account Agreement dated December
31, 1997.*
4.9 Interest Escrow Account Agreement dated December 31, 1997.*
4.10 Partnership Funds Account Agreement dated December 31,
1997.*
4.11 December 31, 1997 Global Note.*
4.12 Form of Partnership Warrants.*
4.13 Form of Corporate Warrants.*
10.1 December 22, 1997 Construction Contract.*
10.2 December 16, 1997 License Agreement between RAS and Regent
Hotels Worldwide, Inc.*
10.3 December 29, 1997 Architect Agreement between RAS and Paul
Steelman, Ltd.*
10.4 August 15, 1996 Development Declaration and Option to
Repurchase between RAS and Howard Hughes Properties,
Limited Partnership.*
10.5 August 15, 1996 Royalty Agreement between RAS and Howard
Hughes Properties, Limited Partnership.*
10.6 December 22, 1997 Guaranty of Completion of J.A. Jones,
Inc.*
10.7 December 31, 1997 Credit Agreement.*
10.8 December 30, 1997 Subordinated Notes Proceeds Agreement.*
10.9 Golf Course Agreement.*
10.10 January 13, 1998 Construction Management Contract.*
22
27.1 Financial Data Schedule.**
27.2 Financial Data Schedule.**
- ----------------
* Filed previously.
** Filed herewith.
(b) REPORTS ON FORM 8-K
Not applicable.
23
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to the signed on its behalf by the
undersigned thereunto duly authorized.
The Resort at Summerlin, Limited
Partnership
(Registrant)
By: The Resort at Summerlin, Inc.,
a Nevada corporation, its general partner
Date: August 14, 1998 By: /s/ Brian McMullan
------------------
Brian McMullan
Its: President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 1998 By: /s/ John J. Tipton
------------------
John J. Tipton
Sr. Vice President, Chief Financial Officer
and General Counsel, The Resort at
Summerlin, Inc., General Partner
(Principal Financial Officer)
The Resort at Summerlin, Inc.
(Registrant)
Date: August 14, 1998 By: /s/ Brian McMullan
------------------
Brian McMullan
Its: President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 1998 By: /s/ John J. Tipton
------------------
John J. Tipton
Sr. Vice President, Chief Financial Officer
and General Counsel
(Principal Financial Officer)