<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from inception to September 30, 1996
Commission file number 033-80655
Mohegan Tribal Gaming Authority
(Exact name of registrant as specified in its character)
Non applicable 06-143633
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
Mohegan Sun Boulevard, P.O Box 348, Uncasville, CT 06382
(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (860) 204-7190
Securities Registered Pursuant to Section 12 (b) of the Act: None
Indicate by check mark whether the registrant (1) has 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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
-- --
Securities Registered Pursuant to Section 12 (g) of the Act: None
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
X Yes No
- ------ ------
The registrant hereby amends the following portions of its previously filed
Annual Report on Form 10-K: Item 1, Business; Item 7, Management's Discussion
and Analysis of Financial Condition; and Item 13, Related Party Transactions.
Items 1, 7 and 13, as amended, are set forth herein in their entirety.
<PAGE>
MOHEGAN TRIBAL GAMING AUTHORITY
INDEX
PART I. PAGE
Item 1. Business 1-6
PART II.
Item 7. Management Discussion and Analysis 7-9
PART III.
Item 13. Certain Relationships and Related Party Transactions 10
Signatures 11-12
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PART I
ITEM 1-BUSINESS
A. GENERAL DEVELOPMENT OF BUSINESS
The Mohegan Tribal Gaming Authority (the "Authority"), established on July 15,
1995, is an instrumentality of the Mohegan Tribe of Indians of Connecticut (the
"Tribe"). The Authority is developing a gaming and entertainment facility (the
"Mohegan Sun"). The Authority's year-end is September 30.
The Authority has two major functions. The first, delegated to the Authority's
Management Board, was to engage Trading Cove Associates ("TCA"), a Connecticut
general partnership, to manage the development, operation, management, promotion
and construction of the Mohegan Sun and all related development. The Management
Board consist of the nine members of the Council (the governing body of the
Tribe). The Management Board also selects tribal representatives to a Business
Board which oversees the business aspects of the gaming operation (the "Business
Board"). The Business Board is established under the management agreement
between the Tribe and TCA (the "Management Agreement") and consists of two
members appointed by the Tribe and two members appointed by TCA.
The second major function of the Authority is to regulate gaming. The
Management Board appoints an independent Director of Regulation to ensure the
integrity of the gaming operation through the promulgation and enforcement of
appropriate regulation. The Director of Regulation serves at the pleasure of
the Management Board. The Director of Regulation is responsible for issuance
and revocation of gaming licenses and employs a staff that is responsible for
performing background investigation into gaming license applicants.
The Tribe and the Authority have entered into a land lease ("Lease") pursuant to
which the Tribe is leasing to the Authority certain land located in southeastern
Connecticut on which the Mohegan Sun is being constructed (the "Site"). The
site is a portion of a parcel of land that has been acquired and held in trust
for the Tribe by the United States of America, with the Tribe retaining
perpetual rights to the use of the Site.
The Tribe established the Authority with the exclusive power to conduct and
regulate gaming activities for the Tribe. Under the Indian Gaming Regulatory
Act of 1988, as amended ("IGRA"), federally recognized Indian tribes are
permitted to conduct full-scale casino gaming operations on tribal-land, subject
to, among other things, the negotiation of a tribal state compact with the
affected state. The Tribe and the State of Connecticut have entered into such a
compact (the "Compact") that has been approved by the U.S. Secretary of the
Interior.
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A. GENERAL DEVELOPMENT OF BUSINESS CONTINUED
The Authority has engaged TCA to manage the development, construction and
operation of the Mohegan Sun. TCA is 50% owned by Sun Cove Ltd., an affiliate
of Sun International Hotels Limited ("Sun International") and 50% owned by
Waterford Gaming, LLC.
The Authority and TCA are parties to a seven-year Gaming Facility Management
Agreement ("the Management Agreement") to provide for the management of the
Mohegan Sun. Under the terms of the Management Agreement, the Authority has
granted TCA the exclusive right and obligation to develop, manage, operate and
maintain the Mohegan Sun and all other related facilities that are owned by
the Authority, the Tribe or any of its instrumentalities. Under the
Management Agreement, TCA is authorized to enter into contracts, through the
General Manager, relating to the operation of the Mohegan Sun; provided that
any contracts that require expenditures of more than $25,000 in any one year
or contracts with affiliates of TCA must be approved by the Business Board.
TCA is required each year to submit to the Tribal Council, for its approval,
a detailed proposed annual operating budget for the Mohegan Sun.
The Management Agreement authorizes TCA to pay itself a monthly management fee
out of "Net Revenues" (as defined below) of the Mohegan Sun. The management fee
is expressed as a percentage of Net Revenues generated by the Mohegan Sun each
year of the agreement, beginning with 40.0% of Net Revenues up to a threshold
amount and successively declining to 35.0% and 30.0% of Net Revenues in excess
of the threshold amount. For example, for fiscal year 1997, the annual
management fee equals the sum of 40.0% of Net Revenues up to $50.5 million,
35.0% of Net Revenues between $50.5 million and $63.2 million, and 30.0% of Net
Revenues over $63.2 million. The management fee is paid on a monthly basis,
with each payment calculated based on 1/12th of the annual projected Net
Revenues, and then adjusted annually within 60 days of the close of the fiscal
year. "Net Revenues" are defined as all revenues of any nature generated
directly or indirectly from operations of the Mohegan Sun (except from Class III
gaming, such as bingo), less operating expenses and certain specified categories
of revenue, such as proceeds of third party financing, proceeds from the sale of
capital assets, insurance proceeds and interest on certain bank accounts.
TCA is required to deposit all revenues it receives from the operations of the
Mohegan Sun into a deposit account, from which TCA cannot make disbursements.
Funds are then transferred to a disbursement bank account, from which TCA makes
disbursements each month to cover operating expenses of the Mohegan Sun. TCA
also is required to reserve additional funds each month (out of funds in excess
of any required minimum balances established by the Business Board to cover
working capital costs) to pay operating and other costs of the Mohegan Sun that
are not paid on a monthly basis, such as insurance premiums. In addition, each
of TCA and the Authority is required to make monthly deposits into a "Reserve
Fund," which may be used to pay approved capital expenditures for the Mohegan
Sun. Up to $3.0 million per year is required to be deposited into the Reserve
Fund, payable 60.0% by the Authority and 40% by TCA.
2
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A. GENERAL DEVELOPMENT OF BUSINESS CONTINUED
Under the Management Agreement, Net Revenues (less a reasonable cash
contingency reserve for the payment of cash prizes) are required to be
disbursed, to the extent due and payable and earned, in the following order of
priority:
(1) a $50,000 "Minimum Priority Payment" must be distributed to the Tribe
each month in which any gaming is conducted (even if only for part of the
month), which is chargeable against the Authority's share of Net Revenues;
provided that if Net Revenues for any month are less than the Minimum Priority
Payment, TCA is required to fund the amount of the deficiency and is entitled to
be reimbursed for such amount out of subsequent months' Net Revenues;
(2) current principal and other payments, including sinking funds or any
required deposits to certain reserve accounts required to be maintained under
the Indenture, due on the Senior Notes or the Subordinated Notes;
(3) payments to TCA for funds advanced in prior periods and reimbursement
of amounts advanced by TCA (including any Minimum Priority Payment deficiencies
funded by TCA pursuant to Item (1), above; all of which funds are charged
without interest against the Authority's share of Net Revenues);
(4) deposits to the Reserve Fund by the Authority and TCA; and
(5) payment of the management fee to TCA.
To the extent the Authority has residual Net Revenues after making the
distributions described above, the Authority is required to make distributions
to the Tribe (subject to restrictions contained in the Indenture) sufficient to
provide the Tribe a fair return on its investment, consistent with the
development and operation of a legal and profitable gaming enterprise.
The Authority is financing the development of the Mohegan Sun with the proceeds
of the sale of $175.0 million of 13.5% Senior Secured Notes due 2002 (the
"Senior Notes"), $40.0 million of Subordinated Notes due 2003 (the "Subordinated
Notes"), approximately $40.0 million available under equipment lease financing
(the "Equipment Financing") and approximately $13.0 million of senior
indebtedness available for working capital purposes (the "Working Capital
Financing"). In addition, Sun International has provided a $50.0 million
secured completion guarantee to fund any cost overruns (the "Secured Completion
Guarantee").
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A. GENERAL DEVELOPMENT OF BUSINESS CONTINUED
The site on which Mohegan Sun is being constructed (the "Site") was formerly
occupied by United Nuclear Corporation ("UNC"), a naval products manufacturer
of, among other things, nuclear reactor fuel components.
From 1990 through 1993, UNC commissioned an environmental consultant to perform
a series of environmental audits and reports on the Site. The environmental
audits and soil sampling programs detected, among other things, volatile organic
chemicals, heavy metals and fuel hydrocarbons in the soil and groundwater.
Extensive remediation of contaminated soils and additional investigations were
completed. UNC's facility was officially decommissioned on June 8, 1994, when
the Nuclear Regulatory Commission ("NRC") confirmed that all licensable
quantities of special nuclear material ("SNM") had been removed from the site
and that any residual SNM contamination was remediated in accordance with the
NRC approved decommissioning plan. By letter dated March 20, 1995, the State of
Connecticut Department of Environmental Protection approved the remediation
report for the site.
Although the site currently meets all applicable federal, state and local
remediation requirements, no assurance can be given that the various
environmental reports or any other existing environmental studies with respect
to the site revealed all environmental liabilities, that any prior owners or
tenants of the Site did not create any material environmental condition not
known to the Authority, that future laws, ordinances or regulations will not
impose any material environmental liability, or that a material environmental
condition does not otherwise exist on the Site. Future remediation may be
necessary if excavation and construction exposes contaminated soil which has
otherwise been deemed isolated and not subject to cleanup requirements.
B. NARRATIVE DESCRIPTION OF BUSINESS
GENERAL
The Mohegan Sun is located on a heavily wooded 240-acre site on the banks of the
Thames River, in southeastern Connecticut. The Mohegan Sun's historical
northeastern Indian theme is conveyed through architectural features and the use
of natural design elements such as timber, stone, and water. The Mohegan Sun is
separated into four themed quadrants, each of which has its own unique entrance
and is designed to reflect a separate seasonal theme - winter, spring, summer
and fall - emphasizing the importance of the seasonal changes to tribal life.
The approximately 625,000 square foot facility includes approximately 150,000
square feet of gaming space, and is designed to accommodate approximately 3,000
slot machines and 180 table games. At the commencement of operation on October
12, 1996, the Authority had 2,500 slot machines and 179 table games.
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GENERAL CONTINUED
The Mohegan Sun food service includes a 680-seat buffet, three specialty theme
restaurants, a coffee shop, deli and a large food court. Multiple full-service
and floor service bars are located throughout the facility, plus a lounge with
live entertainment. For non-gaming entertainment, the Mohegan Sun offers a
children's recreation area and child care facilities.
CURRENT STATUS
Although Mohegan Sun commenced operations subsequent to year-end, the final
costs of developing, constructing, equipping and opening the Mohegan Sun have
not been finalized. The $318.0 million total budgeted project costs are
based on budgets prepared by the Authority with the assistance of Sun
International, TCA and the contractors. The Authority has entered into a
guaranteed maximum price contract with the general contractor, Morse Diesel
International, for the construction of Mohegan Sun. The final amount paid
under such contract, however, is subject to modification based upon the
occurrence of certain events, such as design change orders and costs
associated with certain types of delays. The Authority (with the assistance
of Sun International and TCA) and Morse Diesel International currently are
negotiating whether certain costs incurred in construction of the Mohegan Sun
are covered under the guaranteed maximum price or whether such cost increases
are the result of change orders or other events that could result in an
increase in the contract price above the guaranteed maximum price. The
Authority currently is unable to quantify the total costs in dispute because
Morse Diesel International has disputed amounts that TCA claims are covered
by the guaranteed maximum price, and TCA is turn has disputed amounts that
Morse Diesel International claims are outside the scope of the guaranteed
maximum price. TCA and Morse Diesel International must review disputed
amounts on a line-by-line basis, to determine whether all or some of such
costs, in whole or in part, are covered by the guaranteed maximum price, and
resolution regarding some disputed amounts are likely to affect resolution of
other disputed amounts. The resolution of all or some of these issues in
favor of Morse Diesel International may result in the final cost of Mohegan
Sun exceeding its current budget. Based upon its review of the budget and the
open cost items, the Authority believes that the final, total cost of
developing, constructing, equipping and opening the Mohegan Sun will not
exceed the sum of the proceeds from the sale of the Senior Notes and the
Subordinated Notes, amounts available under the Secured Completion Guarantee,
the Equipment Financing and the Working Capital Financing and cash flow from
operations. However, there is no assurance that such costs will not exceed
budgeted amounts. As of December 4, 1996, the Authority has drawn $42.0
million under the Secured Completion Guarantee and issued additional
subordinated notes to Sun International in principal amount equal to the
amount of the draw. The Authority may not obligate itself to pay development
costs in excess of $325.0 million without the further consent of the National
Indian Gaming Commission (the "NIGC"). In the event the resolution of the
issues with Morse Diesel International result in total development costs
being in excess of $325.0 million, the Authority would require the consent of
the NIGC, and there can be no assurances such consent would be given.
5
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SEASONALITY
Mohegan Sun currently operates in an industry which reflects the conditions that
the seasons bring to Connecticut. The volume tends to peak in spring and summer
as tourists come to the east coast, while fall and winter seasons tend to
decline slightly as the climate changes.
COMPETITIVE CONDITIONS
Because Mohegan Sun is marketed primarily to the day-trip customer, it competes
primarily with other casinos within 150 miles and, to a lesser extent, with
casinos in Atlantic City, New Jersey. Currently, Foxwoods is the only casino in
operation within 150 miles of Mohegan Sun site. Foxwoods is located
approximately 10 miles from the Mohegan Sun site and is currently the largest
gaming facility in the United States in terms of the number of slot machines.
Currently, outside Atlantic City, New Jersey, casino gaming in the northeastern
United States may be conducted only by federally recognized Indian tribes
operating under IGRA. In addition to the Pequot Tribe, which operates Foxwoods,
a federally recognized tribe in Massachusetts is seeking to establish gaming
operations in its state. The Oneida Tribe and the Mohawk Tribe, which operate
gaming facilities in upstate New York, are seeking to expand their operations.
In addition, a number of Indian tribes in New England are seeking federal
recognition in order to establish gaming operations. The Authority cannot
predict whether any of these tribes will be successful in establishing gaming
operations and, if established, whether such gaming operations will have a
material adverse effect on the proposed operations of Mohegan Sun.
In addition, a number of states, including Connecticut, have investigated
legalizing casino gaming by non-Indians in one or more locations. In November
1995, the Connecticut state legislature rejected a proposal submitted by the
Pequot Tribe to develop a casino in Bridgeport, Connecticut. The Pequot
proposal has been submitted in response to a request for proposals made by the
State of Connecticut. Under the Compact, the Authority believes that if
Connecticut were to legalize any gaming operations other than pursuant to IGRA
(i.e., by an Indian tribe on Indian land) with slot machines or other commercial
casino games, the Mohegan Tribe would no longer be required to make payments to
the State of Connecticut related to slot machine revenues (see Note 6 to
Financial Statements). The Authority is unable to predict whether the
Connecticut state legislature will accept any other casino proposal and, if such
proposal results in a casino being constructed and opened, whether such casino
will have a material adverse effect on Mohegan Sun.
6
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PART II
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
GENERAL
LIQUIDITY AND CAPITAL RESOURCES
Proceeds from the sale of the Senior Secured Notes and Subordinated Notes along
with amounts available under Working Capital Financing and the Equipment
Financing are the Authority's principal sources of liquidity for the fiscal year
ended September 30, 1996.
The cost of developing, constructing, equipping and opening the Mohegan Sun is
expected to total approximately $318.0 million, which consists of $305.0 million
of project development costs and $13.0 million of initial working capital.
Management has secured cash from Senior Secured Notes of $175.0 million,
Equipment Financing for up to $40.0 million, Subordinated Notes of $40.0
million, $50.0 million under the Secured Completion Guarantee provided by Sun
International and $13.0 million in Working Capital, which are the Authority's
principal sources of liquidity.
The Authority has issued $175.0 million in Senior Notes due 2002 (the "Senior
Notes") with fixed interest payable at a rate of 13.5% per annum and Cash Flow
Participation Interest in an aggregate amount of 5.0% of the Authority's Cash
Flow up to a limit, during any two consecutive semi-annual periods, ending
September 30, of $250.0 million of the Authority's Cash Flow. "Cash Flow" is
defined as the Net Revenues of the Mohegan Sun for a specified period, plus
certain expenses and other debits that do not affect cash flow, such as
extraordinary losses realized, provision for income taxes, interest expense,
depreciation and amortization for such period, to the extent such items were
deducted in computing Net Revenues. Fixed interest is payable semi-annually and
commenced May 15, 1996. No Cash Flow Participation Interest shall be payable
with respect to any period prior to the earlier of the first day the Mohegan Sun
commences operations or October 31, 1996. The aggregate amount of Cash Flow
Participation Interest payable will be reduced pro rata for reductions in
outstanding principal amount of Senior Notes. The payment of Cash Flow
Participation Interest may be deferred if the Authority's Fixed Charge Coverage
Ratio (as defined) is less than 2 to 1. "Fixed Charge Coverage Ratio" is
defined as the ratio of Cash Flow to Fixed Charges of the Authority for a
specified period. Fixed Charges are defined as the sum of certain recurring,
nonvariable expenses, such as interest expense, whether accrued, paid or
capitalized during such period, and, to the extent not included in the
foregoing, interest expense on indebtedness of another person that is guaranteed
by the Authority or secured by a lien on assets of the Authority (whether or not
such guarantee or lien is called upon).
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LIQUIDITY AND CAPITAL RESOURCES CONTINUED
The Senior Notes are redeemable at set prices as set forth in the Senior Notes
after November 15, 1999, at the option of the Authority. Upon the occurrence of
certain events (as specified in the Indenture for the Senior Notes) each holder
of Senior Notes can require the Authority to repurchase the notes at prices
specified in the Senior Notes. Beginning with fiscal year ending September 30,
1997, the Authority will be required, under certain circumstances, to offer to
purchase, at set prices, certain amounts of Senior Notes then outstanding.
The Indenture prohibits the Authority from, directly or indirectly, creating,
incurring, issuing, assuming, guarantying or otherwise becoming directly or
indirectly liable with respect to (collectively, "incur" and correlatively, an
"incurrence" of), among other things (i) any indebtedness, whether contingent or
fixed, in respect of borrowed money, including accrued and unpaid Cash Flow
Participation Interest, or evidenced by notes, debentures or similar instruments
or letters of credit, or that would appear as a liability on the Authority's
balance sheet prepared in accordance with generally accepted accounting
principles, (ii) any obligation to be liable for, or to pay, as obligor,
guarantor or otherwise, on indebtedness of another person or (iii) any
indebtedness of another person secured by a lien on any asset of the Authority
(collectively, "Indebtedness"); provided, however, that the Authority may incur
Indebtedness if (a) the Fixed Charge Coverage Ratio for the Authority's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date of such incurrence would have been
at least 2.50 to 1 if the date on which such Indebtedness is incurred is on or
prior to November 15, 1997, 2.75 to 1 if such date is after November 15, 1997
and on or prior to November 15, 1999 and 3.00 to 1 thereafter, in each case
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred and
application of proceeds had occurred at the beginning of such four-quarter
period, (b) such Indebtedness is expressly subordinated in right of payment to
the Senior Notes and (c) such Indebtedness does not have a Weighted Average Life
to Maturity less than the Weighted Average Life to Maturity of the Senior Notes
as computed pursuant to the terms of the Indenture. The Authority believes it
currently is in compliance with its obligations under and covenants contained in
the Indenture governing the Senior Notes.
In September 1995, the Authority issued $40.0 million of subordinated notes (the
"Subordinated Notes") to Sun International. Sun International subsequently
resold fifty-percent of the Subordinated Notes, with a principal amount equal to
$20.0 million, to Waterford Gaming LLC. The Subordinated Notes bear interest at
15.0% per year, payable semi-annually; however, interest is being deferred and
will not be paid until at least half of the Senior Notes have been retired (or
offered to be retired, pursuant to the terms of the Indenture governing the
Senior Notes) and certain other conditions have been fulfilled. The Authority
also has issued $42.0 million in subordinated notes to Sun International
evidencing draws made by the Authority under the $50.0 million secured
completion guarantee provided by Sun International (the "Secured Completion
Guarantee"), which bear interest at 1.0% over prime. All of such notes are due
in 2003; however, principal cannot be paid on any of the notes until the Senior
Notes have been paid in full, unless certain conditions are met.
8
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LIQUIDITY AND CAPITAL RESOURCES CONTINUED
The Authority has obtained two lines of credit totaling $13.0 million. The line
of credit for $12.5 million, obtained from Fleet Bank, offers LIBOR and Base
rate options (9.25% as of September 30, 1996). The maximum borrowings under the
Fleet line of credit shall be reduced by $2.0 million on April 1, 1997, and by
an additional $2.0 million on each one month anniversary date thereafter. The
second line of credit for $500 thousand was obtained from Norwich Savings
Society bears interest at a rate of 7.75%. As of September 30, 1996, $4.8
million was outstanding under both lines of credit. These amounts were used for
the impressment of slot machines and Bingo operations.
For the period from inception, July 15, 1995, through September 30, 1996, the
Authority expended $230.5 million for the development of the Mohegan Sun which
included $14.9 million of interest paid on May 15, 1996, to the holders of the
Senior Notes.
In addition, on November 15, 1996, Mohegan Sun has made an interest payment
of $11.8 million to the holders of the Senior Notes. As of December 4, 1996,
the Authority has drawn $42.0 million under the Secured Completion Guarantee
and issued additional subordinated notes to Sun International in principal
amount equal to the amount of the draw.
Management believes that with the commencement of operations at the Mohegan Sun,
on October 12, 1996, cash flow from operating activities will be sufficient to
pay for operations and service all debt incurred for the development of the
Mohegan Sun.
9
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PART III
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Mohegan Sun is managed by Trading Cove Associates ("TCA"), a partnership owned
equally by Waterford Gaming LLC and a wholly-owned subsidiary of Sun
International. Some employees of the Authority are tribal members.
Additionally, when entering into contracts for the supply of goods or services
for the Mohegan Sun, the Management Agreement requires that TCA give preference
in awarding such contracts to qualified members of the Tribe, including their
spouses and children, and to business entities controlled by members of the
Tribe; provided that such persons or entities (i) are able to provide the goods
or services at competitive prices, (ii) have demonstrated skills and abilities
to perform the requisite tasks in a manner deemed acceptable by TCA, and (iii)
can meet reasonable bonding requirements that may be requested by TCA. Because
the awarding of contracts for the Mohegan Sun is within the discretion of TCA,
and because TCA is required to give preference in awarding contacts to Tribe
members or entities controlled by Tribe members only if such members or entities
meet the foregoing qualifications, the Authority believes that all transactions
between the Mohegan Sun and Tribe members or entities controlled by Tribe
members have been and will be on terms no less favorable to the Authority than
could be obtained from unaffiliated third parties.
On October 7, 1995, the Authority entered into an agreement pursuant to which
Harris and Clark, Inc. agreed to provide surveying, civil engineering and
professional design services to the Authority. Roland Harris, Chairman of the
Management Board of the Authority, is the founder and president of the Harris
and Clark, Inc. As of September 30, 1996, the Authority had paid approximately
$547,706 in fees to Harris and Clark Inc. pursuant to such agreement. The
Authority believes that the terms and conditions of this transaction are no less
favorable than the Authority could have obtained at that time from unaffiliated
third parties.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the Mohegan Tribal Gaming Authority has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on February 14, 1997.
MOHEGAN TRIBAL GAMING AUTHORITY
By: /s/ Roland Harris
-------------------------------------------
Roland Harris,
Chairman, Management Board, Duly Authorized
Pursuant to the Requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on February 14, 1997.
Signature Title
- --------- -----
/s/ Mark Brown Member, Management Board
- -----------------------------
Mark Brown
/s/ Jayne Fawcett Vice Chair and
- ----------------------------- Member, Management Board
Jayne Fawcett
/s/ Carlisle Fowler Treasurer and
- ----------------------------- Member Management Board
Carlisle Fowler
/s/ Courtland Fowler Member, Management Board
- -----------------------------
Courtland Fowler
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Signature Title
- --------- -----
/s/ Roland Harris Chairman and Member,
- ----------------------------- Management Board
Roland Harris (Principal Executive Officer)
/s/ Loretta Roberge Corresponding Secretary
- ----------------------------- and Member, Management Board
Loretta Roberge
/s/ Maynard Strickland Member, Management Board
- -----------------------------
Maynard Strickland
/s/ Shirley Walsh Recording Secretary and
- ----------------------------- Member, Management Board
Shirley Walsh
/s/ Jeffrey E. Hartmann Senior Vice President of Finance,
- ----------------------------- Chief Financial Officer (Principal
Jeffrey E. Hartmann Financial and Accounting Officer)
/s/ Glenn LaVigne Member, Management Board
- -----------------------------
Glenn LaVigne
12
