8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 5, 2002 MOHEGAN TRIBAL GAMING AUTHORITY (Exact name of registrant as specified in its charter) Connecticut 033-80655 06-1436334 (State or other jurisdiction of (Commission (IRS employer incorporation or organization) File Number) Identification No.) One Mohegan Sun Boulevard, Uncasville, CT 06382 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 862-8000 ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On April 5 2002, the Mohegan Tribal Gaming Authority ("MTGA"), an instrumentality of the Mohegan Tribe of Indians ("Mohegan Tribe") determined to dismiss its independent auditors, Arthur Andersen LLP and to engage the services of PricewaterhouseCoopers LLP as it new independent auditors. This determination followed the MTGA's decision to seek proposals from independent accountants to audit the financial statements of the MTGA for the fiscal year ended September 30, 2002, and was approved by MTGA's Management Board upon the recommendation of its Audit Committee. The Mohegan Tribe has also determined to dismiss its independent auditors, Arthur Andersen, LLP and to engage the services of PricewaterhouseCoopers LLP as its new independent auditors. The Tribal Council of the Mohegan Tribe, upon the recommendation of its Audit Committee approved the dismissal and engagement. During the two most recent fiscal years of MTGA ended September 30, 2001 and 2000, and the subsequent interim period through April 5, 2002, there were no disagreements between MTGA and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter of the disagreement in connection with its reports. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of the Mohegan Tribe or MTGA ended September 30, 2001 and 2000 or within the subsequent interim period through April 5, 2002. The audit reports of Arthur Andersen on the financial statements of MTGA as of and for the fiscal years ended September 30, 2000 and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. A letter from Arthur Andersen is attached hereto as Exhibit 16.1. During the two most recent fiscal years of MTGA ended September 30, 2001 and 2000 and the subsequent interim period through April 5, 2002, neither the Mohegan Tribe nor MTGA consulted with PricewaterhouseCoopers LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit Number Description ------- ----------- 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant 2 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. Mohegan Tribal Gaming Authority Date: April 5, 2002 /s/ Mark F. Brown By: Mark F. Brown Chairman of the Mohegan Tribal Management Board /s/ Jeffrey E. Hartmann Date: April 5, 2002 By: Jeffrey E. Hartmann Executive Vice President of Finance and Chief Financial Officer -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Description ------- ----------- 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant E-1