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
Date of Report (Date of earliest event reported): October 4, 1999
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 or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation or organization)
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)
1
2
ITEM 4. CHANGE IN REGISTRANTS' CERTIFYING ACCOUNTANT
(a) The Resort at Summerlin, Limited Partnership (the "Partnership") and The
Resort at Summerlin, Inc. (the "Company", and collectively, the
"Registrants") dismissed Ernst & Young LLP ("E&Y") as their independent
accountants on October 4, 1999. E&Y's report on the Registrants' financial
statements for the years ended December 31, 1997 and 1998 did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. The
decision to change accountants was approved by the board of directors of
the Company on the Company's own behalf and in its capacity as general
partner of the Partnership. In connection with its audits as of and for the
years ended December 31, 1998 and 1997 and for the interim period through
October 4, 1999, there have been no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure which disagreements, if not resolved to the
satifaction of E&Y, would have caused E&Y to make reference to the subject
matter of the disagreements in connection with its report.
(b) As of October 4, 1999, the Registrants have engaged Arthur Andersen LLP as
their principal accountants to audit the Registrants' financial statements
beginning with the financial statements for the year ended December 31,
1999. The Registrants have not consulted Arthur Andersen LLP prior to its
engagement regarding the application of accounting principles to a
specified transaction, either completed or proposed, the type of audit
opinion that might be rendered on the Registrants' financial statements or
any matter that was either the subject of a disagreement with E&Y or a
reportable event.
(c) The Registrants have on the date hereof delivered to E&Y a copy of the
disclosures referred to in Item 304(a)(3) of Regulation S-K. A copy of
E&Y's response, dated October 8, 1999, is filed as Exhibit 16 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Exhibits.
16 - October 8, 1999 letter from Ernst & Young.
2
3
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.
The Resort at Summerlin, Limited Partnership (Registrant)
By: The Resort at Summerlin, Inc., a Nevada corporation, its general
partner
Date: October 8, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: October 8, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief
Financial Officer and
General Counsel (Principal
Financial Officer)
3
4
The Resort at Summerlin, Inc. (Registrant)
Date: October 8, 1999 By: /s/ Brian McMullan
----------------------
Brian McMullan
Its: President and Chief Executive
Officer (Principal Executive Officer)
Date: October 8, 1999 By: /s/ John J. Tipton
----------------------
John J. Tipton
Its: Sr. Vice President, Chief Financial
Officer and General Counsel
(Principal Financial Officer)
4