Resort at Summerlin LP · 424B2 · On 7/2/98

Filed On 7/2/98   ·   SEC File 333-49691   ·   Accession Number 950133-98-2494

Prospectus   ·   Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus for the Resort at Summerlin               146    813K 

Document Table of Contents

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                                                FILED PURSUANT TO RULE 424(b)(2)
                                          REGISTRATION NO. 333-49691
PROSPECTUS                                                                      

THE RESORT AT SUMMERLIN,
LIMITED PARTNERSHIP 
THE RESORT AT SUMMERLIN, INC. 

OFFER TO EXCHANGE $1,000 IN PRINCIPAL AMOUNT OF 
13% SERIES B SENIOR SUBORDINATED PIK NOTES DUE 2007 
REGISTERED UNDER THE SECURITIES ACT FOR EACH $1,000 
IN PRINCIPAL AMOUNT OF $100.0 MILLION PRINCIPAL AMOUNT
OUTSTANDING 13% SENIOR SUBORDINATED 
PIK NOTES DUE 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON JULY 29, 1998, UNLESS EXTENDED.
------------------------

    The Resort at Summerlin, Limited Partnership, a Nevada limited partnership
(the "Partnership"), and The Resort at Summerlin, Inc., a Nevada corporation and
the general partner of the Partnership ("RAS" and collectively with the         
Partnership, the "Issuers"), hereby offer (the "Exchange Offer"), upon the terms
and conditions set forth in this Prospectus (this "Prospectus") and the         
accompanying Letter of Transmittal (the "Letter of Transmittal"), to exchange   
$1,000 principal amount of their 13% Series B Senior Subordinated PIK Notes due 
2007 (the "Exchange Notes"), registered under the Securities Act of 1933, as    
amended (the "Securities Act") for each $1,000 principal amount of their $100.0 
million principal amount outstanding 13.0% Senior Subordinated PIK Notes due    
2007 (the "Original Notes" and collectively with the Exchange Notes, the        
"Notes"). As of December 31, 1997, on a pro forma basis after giving effect to  
the completion of the Resort Casino, the aggregate principal amount of the      
Issuers' outstanding Senior Indebtedness was $100.0 million (assuming issuance  
of all $100.0 million of the Mortgage Notes) and the Issuers had no Subordinated
Obligations. As of March 31, 1998, the total outstanding Indebtedness of the    
Issuers ranking senior or pari passu with the Exchange Notes, and including     
$60.0 million of the Mortgage Notes, trade and other operating debt, is $60.0   
million. As of the date of this Prospectus, the Issuers neither have any        
Restricted Subsidiary debt or anticipate incurring any such debt in the future. 
The form and terms of the Exchange Notes are the same as the form and terms of  
the Original Notes, except that the Exchange Notes will bear a Series B         
designation, will be registered under the Securities Act, will not bear legends 
restricting transfer and will not contain certain provisions relating to an     
increase in the interest rate under certain circumstances relating to the timing
of the Exchange Offer. The Exchange Notes will evidence the same indebtedness as
the Original Notes and will be issued under and entitled to the benefits of the 
December 31, 1997 Indenture (the "Indenture"), among the Partnership, RAS and   
United States Trust Company of New York as trustee (the "Trustee"). For the     
definitions of certain terms utilized herein, see "Glossary." See "The Exchange 
Offer" and "Description of the Notes."                                          

 The Issuers will accept for exchange any and all Original Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time on July 29,   
1998, unless extended by the Issuers in their sole discretion (the "Expiration  
Date"). Tenders of the Original Notes may be withdrawn at any time prior to 5:00
p.m. on the Expiration Date. The Exchange Offer is subject to certain customary 
conditions.                                                                     
                                                        (continued on next page)
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 15 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD
BE CONSIDERED BY PURCHASERS OF THE EXCHANGE NOTES.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. 

NEITHER THE NEVADA GAMING COMMISSION NOR THE NEVADA STATE GAMING CONTROL BOARD
NOR THE COLORADO DIVISION OF GAMING NOR THE COLORADO GAMING COMMISSION HAS
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS
OF THE SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS 
UNLAWFUL. 
------------------------

THE DATE OF THIS PROSPECTUS IS JUNE 29, 1998. 

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     Interest on the Notes will be payable semi-annually in arrears on each June
15 and December 15, commencing June 15, 1998. Interest on the Notes is payable  
either in cash or in additional Notes, at the option of the Issuers, through    
June 15, 1999, and thereafter is payable in cash. The Notes will mature on      
December 15, 2007. The Notes are redeemable at the option of the Issuers, in    
whole or in part, at any time on or after December 15, 2002, at the redemption  
prices set forth herein, plus accrued and unpaid interest, if any, to the date  
of redemption. The Issuers, at their option, also may redeem in the aggregate up
to $35.0 million, or 35.0% of the original principal amount of the Notes, from  
time to time prior to December 31, 2000 at 113.0% of the aggregate principal    
amount so redeemed, plus accrued and unpaid interest to the redemption date,    
with the cash proceeds received from one or more underwritten primary public    
offerings for cash by the Partnership of its limited partnership interests, or  
options, warrants or rights with respect to its partnership interests pursuant  
to an effective registration statement under the Securities Act ("Public Equity 
Offering"), provided that at least $65.0 million of the original principal      
amount of the Notes remain outstanding following redemption. See "Description of
the Notes -- Optional Redemption."                                              

If any of the Nevada Gaming Commission (the "Nevada Commission"), the 
Nevada State Gaming Control Board (the "Nevada Board"), the City of Las Vegas,  
Nevada or any other gaming regulatory body or other agency which has or may at  
any time after December 31, 1997 have jurisdiction over the gaming activities of
the Partnership or any of its Affiliates or Subsidiaries (collectively, the     
"Nevada Gaming Authorities") requires a registered owner of the Notes (a        
"Holder") or beneficial owner of the Notes to be licensed, qualified or found   
suitable in order to maintain any gaming license or franchise of the Partnership
and the Holder or beneficial owner fails to apply for such license within 30    
days or if the Holder is not so licensed, the Issuers have the option to redeem 
the Notes of such Holder or beneficial owner at a redemption price equal to the 
lesser of (i) the price at which the Notes were acquired by the Holder; or (ii) 
the fair market value of the Notes on such redemption date; or (iii) the        
principal amount of such Notes. In the case of redemption for the acquisition   
price or fair market value, the redemption payment will not include accrued     
interest or any redemption premium unless payment is permitted by the applicable
Nevada Gaming Authority, in which case such interest or premium shall be paid   
through the earlier of the date of redemption or the date of any finding of any 
unsuitability. See "Regulation and Licensing -- Nevada" and "Description of the 
Notes -- Optional Redemption -- Regulatory Redemption."                         

The Notes are not subject to any sinking fund requirement and will be 
considered to be issued with original issue discount ("OID") for U.S. federal   
income tax purposes. Although cash interest may not be payable on the Notes     
prior to June 15, 1999, OID (the difference between the stated redemption price 
at maturity of the Original Notes and the portion of the issue price of the     
Units, as part of which the Original Notes were sold, allocable to the Notes)   
will accrue from December 31, 1997 (the "Issue Date") and will be included as   
interest income periodically (including periods ending prior to June 15, 1999)  
in a U.S. Holder's gross income for U.S. federal income tax purposes in advance 
of receipt of the cash payment to which the interest income is attributable. See
"Certain United States Federal Income Tax Consequences."                        

The Exchange Notes will be general senior unsecured obligations of the
Issuers subordinate in right of payment to all existing and future Senior       
Indebtedness of the Issuers, including $100.0 million aggregate principal amount
of First Mortgage Notes which are secured by a perfected first security interest
in all assets of the Resort Casino (the "Mortgage Notes"), and senior in right  
of payment to any other subordinated Indebtedness which is expressly subordinate
or junior in right of payment to the Notes or a Subsidiary Guarantee pursuant to
a written agreement (the "Subordinated Obligations"). The Exchange Notes will be
effectively subordinated in right of payment to all secured Indebtedness and    
Indebtedness of the Issuers arising pursuant to the December 30, 1997 Credit    
Agreement (the "Credit Agreement") among the Issuers and the National           
Westminster Bank PLC as administrative agent (the "Administrative Agent")       
(collectively the "Senior Indebtedness"). The Indenture permits the Partnership 
to incur additional Indebtedness (including secured Indebtedness and other      
additional Senior Indebtedness) subject to certain limitations. Upon completion 
of the Resort Casino, the Issuers are expected to have an aggregate amount of   
$100.0 million of Senior Indebtedness outstanding. See "Risk                    
Factors -- Substantial Leverage," "Use of Proceeds" and "Capitalization."       

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    The Notes will be fully, unconditionally, jointly and severally guaranteed
on a senior subordinated unsecured basis (the "Subsidiary Guarantees") by all   
future direct and indirect Restricted Subsidiaries having either assets, capital
or stockholders' equity in excess of $10,000 (the "Guarantors"). Each Subsidiary
Guarantee also will be effectively subordinated to all Secured Indebtedness of a
Guarantor. As of the date of this Prospectus, there are no Restricted           
Subsidiaries or Subsidiary Guarantees. See "Description of the Notes -- Certain 
Covenants -- Future Subsidiary Guarantors."                                     

  The Original Notes were sold by the Issuers on the Issue Date to NatWest
Capital Markets Limited (the "Initial Purchaser") in reliance upon an exemption 
under the Securities Act as part of series of transactions (the "144A Offering")
consisting of the offer and sale of (i) 100,000 units (the "Units"), each Unit  
consisting of $1,000 in principal amount of the Original Notes and a warrant    
(each, a "Corporate Warrant") to purchase one share of common stock (the "Common
Stock") of RAS Warrant Co., a Nevada corporation ("Warrant Co."), and (ii)      
$100.0 million aggregate principal amount of the Mortgage Notes. The Initial    
Purchaser resold the Units to Qualified Institutional Buyers in reliance upon   
Rule 144A under the Securities Act ("Rule 144A"). As part of the 144A Offering  
and as required by the December 30, 1997 Warrant Agreement (the "Partnership    
Warrant Agreement") by and among the Partnership, Warrant Co. and United States 
Trust Company of New York as warrant agent, Warrant Co. also received 100,000   
warrants (the "Partnership Warrants" and collectively with the Corporate        
Warrants, the "Warrants"), each of which grant to Warrant Co. the right to      
purchase one limited partnership interest in the Partnership, representing      
0.00008% of the total partnership interests in the Partnership. The Exchange    
Notes are being offered in exchange for the Original Notes as required by the   
December 30, 1997 Exchange and Registration Rights Agreement among the          
Partnership, RAS, the limited partners of the Partnership, Warrant Co. and the  
Initial Purchaser (the "Registration Rights Agreement"). Neither the            
Partnership, RAS nor Warrant Co. has any obligation under the Registration      
Rights Agreement or any other agreement to exchange or register the Warrants    
under the Securities Act. See "The Exchange Offer."                             

Based upon no-action letters issued by the staff of the Securities and
Exchange Commission (the "Commission") to third parties, the Partnership        
believes Exchange Note Holders (other than certain broker-dealers and Affiliates
of the Issuers) may offer for resale, resell or transfer the Exchange Notes     
without compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that such Exchange Notes are acquired in the       
ordinary course of the Holders' business and the Holders have no arrangement    
with any person to participate in the distribution of the Exchange Notes.       
Tendering Holders will be required to represent that, by accepting the Exchange 
Offer, they are not engaged in, and do not intend to engage in, a distribution  
of the Exchange Notes. Any Tendering Holder intending to participate in the     
distribution of the Exchange Notes cannot rely on the positions of the          
Commission's staff upon which the Issuers are relying in conducting the Offering
and must comply with the registration and prospectus delivery requirements of   
the Securities Act. The Issuers have not sought a no-action letter with respect 
to the Exchange Offer, and there is no assurance that the Commission would make 
a similar determination with respect to the Exchange Offer. Tendering Holders   
wishing to accept the Exchange Offer must represent to the Issuers that these   
conditions have been met. See "The Exchange Offer -- Resale of the Exchange     
Notes." Each broker-dealer that receives Exchange Notes for its account pursuant
to the Exchange Offer (a "Participating Broker-Dealer") must acknowledge that it
will deliver a prospectus in connection with any resale of the Exchange Notes.  
Any Participating Broker-Dealer holding the Notes for its own account as a      
result of market making or other trading activities may be a statutory          
underwriter and must acknowledge to the Issuers that it will deliver a          
prospectus meeting the requirements of the Securities Act in any resale of the  
Exchange Notes. This Prospectus, as it may be amended or supplemented from time 
to time, may be used by a Participating Broker-Dealer in connection with resales
of Exchange Notes received in exchange for Original Notes where such Original   
Notes were acquired by such Participating Broker-Dealer as a result of market-  
making activities or other trading activities. The Issuers have agreed that, for
a period of 180 days after the Expiration Date, they will make this Prospectus  
available to any Participating Broker-Dealer for use in connection with any such
resale. Neither the Issuers nor any of their affiliates have entered into any   
arrangement or understanding with any broker-dealer to distribute the Exchange  
Notes. See "Plan of Distribution."                                              

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   Holders of Original Notes not tendered and accepted in the Exchange Offer
will continue to hold such Original Notes, will be entitled to all the rights   
and benefits thereof, and will be subject to the limitations applicable thereto 
under the Indenture and with respect to transfer under the Securities Act.      
Following consummation of the Exchange Offer, the Issuers will have no further  
obligation to the Original Note Holders to provide for the registration under   
the Securities Act of the Original Notes. The Issuers will pay all the expenses 
incurred by them incident to the Exchange Offer and will not receive any        
proceeds from the Exchange Offer. See "The Exchange Offer."                     

    There previously has not been any public market for the Notes. The Issuers
do not intend to list the Exchange Notes on any securities exchange or to seek  
approval for quotation through any automated quotation system. There can be no  
assurance that an active market for the Exchange Notes will develop. See "Risk  
Factors -- Absence of a Public Market; Restrictions on Transfer." To the extent 
that Original Notes are tendered and accepted in the Exchange Offer, any trading
market of untendered and tendered but unaccepted Original Notes could be        
adversely affected.                                                             

Certain Persons participating in this Exchange Offer may engage in    
transactions that stabilize, maintain, or otherwise affect the price of the     
Original Notes or the Exchange Notes, including passive market making. For a    
description of these activities, see "Plan of Distribution."                    

AVAILABLE INFORMATION 

     The Issuers have filed with the Commission a Registration Statement on Form
S-4 together with all amendments, exhibits, and schedules thereto (the          
"Registration Statement") pursuant to the Securities Act, and the rules and     
regulations promulgated thereunder, for the Exchange Notes being offered hereby.
This Prospectus does not contain all the information contained in the           
Registration Statement. For further information concerning the Issuers and the  
Exchange Offer, reference is made to the Registration Statement. Statements made
in this Prospectus as to the contents of any contract, agreement or other       
document referred to are not necessarily complete. With respect to each such    
contract, agreement or other document filed as an exhibit to the Registration   
Statement, reference is made to the exhibit for a more complete description of  
the document or matter involved, and each such statement shall be deemed        
qualified in its entirety by such reference. The Registration Statement,        
including the exhibits thereto, can be inspected and copied at the public       
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,    
Washington, D.C. 20549. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 
20549, at prescribed rates. The Commission maintains a World Wide Web site that 
contains reports, proxy and information statements and other information        
regarding registrants that file electronically with the Commission. The address 
of such site is http://www.sec.gov.                                             

As a result of the filing of the Registration Statement with the      
Commission, the Company will become subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and will  
be required to file periodic reports and other information with the Commission. 
The obligation of the Company to file periodic reports and other information    
with the Commission will be suspended if the Notes are held of record by fewer  
than 300 Holders as of the beginning of any fiscal year of the Partnership other
than the fiscal year in which the Registration Statement is declared effective. 
The Partnership has agreed that, if not required to do so, while any of the     
Notes remain outstanding, it will furnish to the Note Holders and file with the 
Commission (unless the Commission will not accept such a filing) (i) all        
quarterly and annual financial information that would be required to be         
contained in a filing with the Commission on Forms 10-Q and 10-K, including for 
each a "Management's Discussion and Analysis of Financial Condition and Results 
of Operations" and, with respect to the annual information only, a report       
thereon by the Company's independent auditors, and (ii) all current reports that
would be required to be filed with the Commission on Form 8-K if the Partnership
was required to file such reports.                                              

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NOTICE TO INVESTORS 

    THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, ANY NOTES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS     
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE  
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY         
CIRCUMSTANCES IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE       
SUBSEQUENT TO THE DATE HEREOF.                                                  

IMPORTANT 

To tender Original Notes, the following procedures must be followed:  

          Each beneficial owner owning interests in Original Notes through a DTC
     Participant must instruct the Participant to cause the Original Notes to be
     tendered in accordance with the procedures set forth in this Prospectus and
in the Letter of Transmittal.                                         

          Each participant (a "DTC Participant") in the Depository Trust Company
     ("DTC") holding Original Notes through DTC must (i) electronically transmit
its acceptance to DTC through the DTC Automated Tender Offer Program  
 ("ATOP"), for which the transaction will be eligible, and DTC will then
edit and verify the acceptance, execute a book-entry delivery to the  
account of the United States Trust Company of New York (the "Exchange 
  Agent") at DTC and send an Agent's Message to the Exchange Agent for its
acceptance, or (ii) comply with the guaranteed delivery procedures    
    described under "The Exchange Offer -- Guaranteed Delivery Procedures." By
     tendering through ATOP, DTC Participants will expressly acknowledge receipt
of the accompanying Letter of Transmittal and agree to be bound by its
   terms and the Issuers will be able to enforce such agreement against such
DTC participants.                                                     

     Each Holder must (i) complete and sign the accompanying Letter of
    Transmittal, and mail or deliver such Letter of Transmittal, and all other
documents required by the Letter of Transmittal (together with        
 certificates) representing all tendered Original Notes, to the Exchange
Agent at its address set forth under "The Exchange Offer -- Exchange  
  Agent," or (ii) comply with the guaranteed delivery procedures described
under "The Exchange Offer -- Guaranteed Delivery Procedures."         

For purposes of this Prospectus, "Tendering Holder" means (i) each DTC
Participant that has properly transmitted (and not properly withdrawn) its      
acceptance through ATOP and in respect of which DTC has sent an Agent's Message,
(ii) each Holder that has timely delivered to the Exchange Agent (and not       
properly withdrawn) a properly completed and duly executed Letter of            
Transmittal, and any other documents required by the Letter of Transmittal      
(together with certificates) representing all tendered Original Notes, or (iii) 
each DTC Participant or Holder that has complied with the guaranteed delivery   
procedures set forth herein.                                                    

The information in this Prospectus concerning DTC and its book-entry  
systems has been obtained by the Issuers from sources that the Issuers believe  
to be reliable, and the Issuers take no responsibility for the accuracy thereof.

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PROSPECTUS SUMMARY

 The following summary is qualified in its entirety by the more detailed
information and financial information and statements, and notes thereto,        
appearing elsewhere in this Prospectus. This Prospectus contains forward-looking
statements that involve risks and uncertainties. The Partnership's actual       
results may differ significantly from the results discussed in the              
forward-looking statements. Factors that might cause such differences include,  
but are not limited to, those discussed in "Risk Factors." See "Glossary" for   
the definition of certain terms used in this Prospectus.                        

THE PARTNERSHIP 

The Partnership plans to construct, own and operate The Resort at     
Summerlin, a Mediterranean-style luxury hotel, casino and spa complex (the      
"Resort Casino"), to be located approximately nine miles from the Las Vegas     
Strip (the "Strip") and approximately a 20 minute drive from McCarran           
International Airport. The 54.5-acre Resort Casino site (the "Resort Casino     
Site") is located at the gateway to the Summerlin master-planned community      
("Summerlin"), a 22,500-acre land development of Howard Hughes Properties,      
Limited Partnership ("HHP"), an affiliate of Howard Hughes Corporation, a       
subsidiary of the Rouse Corporation. The Resort Casino is designed to offer a   
complete range of amenities including two five-star hotels with a total of 476  
rooms and 80 suites, a 50,000 square foot gaming facility, a 40,000 square foot 
state-of-the-art spa and fitness facility, up to eight restaurants of varied    
cuisine and an indoor/outdoor buffet, a 60,000 square foot lifestyle complex,   
and a 50,000 square foot conference and banquet center. The Resort Casino       
presently has the right to reserve up to 50.0%, and may in the future exercise  
its option for the right to reserve up to 75.0%, of the tee times at the        
adjoining Tournament Players Club ("TPC") at the Canyons golf course ("TPC      
Canyons"), home to the Senior PGA Tour's Las Vegas Senior Classic, and the      
Resort Casino Site is located near eight additional golf courses. Construction  
of the Resort Casino began in January 1998 with an opening to the general public
scheduled in April 1999. Swiss Casinos of America, Inc. ("SCA") is the owner of 
91.26% of the issued and outstanding Partnership interests and the sole owner of
RAS. SCA is 99.0% owned in the aggregate by certain of its officers and         
directors. See "Management" and "Ownership of Interests."                       

BUSINESS AND MARKETING STRATEGY 

  The Partnership's business and the goal of its marketing strategy are to
(i) create the Resort Casino as a premier off-Strip location with geographic    
exclusivity, (ii) deliver superior resort amenities within the local off-Strip  
market, (iii) target middle- to upper-income customers, (iv) capitalize on its  
marquee hotel flag and extensive travel network relationship, (v) carefully     
manage construction costs and risks with a proven design and build team, and    
(vi) leverage management's track record and continuity.                         

- CREATE A PREMIER OFF-STRIP LOCATION WITH GEOGRAPHIC EXCLUSIVITY. The
    Issuers believe that, at the time of its completion, the Resort Casino
      will be the only luxury destination in the United States with gaming and
     nine golf courses within a five minute drive. The Resort Casino will be
situated at the gateway to Summerlin, which is projected by the   
   University of Nevada Reno -- Bureau of Business and Economic Research
      ("BBER") to have a 1999 population base of 235,000 residents. Located at
the intersection of Rampart Boulevard and Summerlin Parkway, two  
    principal traffic arteries in northwest Las Vegas, the area is readily
  accessible from most major points in the city including downtown Las
     Vegas (approximately eight miles), the Strip (approximately nine miles)
and McCarran International Airport (approximately 15 miles).      
     Accessibility will be further enhanced by the planned connection of the
Las Vegas beltway to Summerlin Parkway in the year 2000.          

   TPC Canyons is adjacent to the Resort Casino Site. Immediately to the
  south and east of the Resort Casino Site is the Angel Park Golf Club
     which includes two regulation 18-hole courses and an executive, 12-hole
  par three course. An additional five 18-hole public and private golf
       courses and one 27-hole public golf course are within a five minute drive
     of the Resort Casino Site. The Resort Casino will offer panoramic views
     of the adjoining golf courses as well as Las Vegas and the Strip to the
east and the Red Rock Canyon National Park to the west.           

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       The Partnership has obtained rights of first offer from HHP to develop an
  additional four designated gaming sites in the Summerlin development
  which rights may be assigned to certain Unrestricted Subsidiaries in
     certain circumstances. See "Risk Factors -- Competition." Additionally,
  Nevada Senate Bill #208, enacted in July 1997, from which the Resort
Casino and the additional four gaming sites are exempt, limits the
 development of casinos near residential neighborhoods, churches and
schools, restricting entry by competitors into the market.        

  - DELIVER SUPERIOR RESORT AMENITIES. The Resort Casino is designed along
the lines of a Scottsdale- or Palm Springs-type facility with     
     Mediterranean-style architecture, intimate ambiance and strong focus on
  service intended to create a lifestyle experience for its guests and
  offer visitors a haven from the pressures of daily life. The Issuers
   believe that this atmosphere generally is unavailable in Las Vegas or
   other gaming locales in the United States. The Resort Casino's hotels
      will feature 476 standard rooms and 80 suites. The Issuers believe that,
       at approximately 564 square feet, the Resort Casino's standard guest room
      will be among the most spacious in Las Vegas. The circular-design casino
 will be situated at the hub of the Resort Casino and is expected to
       feature 50,000 square feet of gaming space, 1,200 slot machines, 40 table
    games, a sports and race betting club and two salons prives for higher
      stake slots and table games. For golfers, the Resort Casino will be able
       to reserve up to 50.0%, and may in the future exercise its option for the
    right to receive up to 75.0%, of the tee times at TPC Canyons and will
     benefit from an additional 165 holes of golf within a five minute drive
     of the Resort Casino Site. The Resort Casino also will include a 40,000
square foot upscale spa and fitness facility with state-of-the-art
 equipment designed to the same standards as the award-winning Grand
      Wailea, Hawaii and Golden Door, California spa resorts. Guests will have
various indoor and outdoor dining options including up to eight   
     restaurants of varied cuisine and a large, roof-deck buffet. The Resort
  Casino also will include a technologically advanced, flexible-design
     business meeting center to cater to executive retreats and conferences.
   All the components in the development will be linked by the lifestyle
       complex (the "Lifestyle Complex"), which is designed to facilitate indoor
    and outdoor activity and highlighted by terraces, fountains and pools.
     The Lifestyle Complex will include gourmet food and wine shops, a cigar
   shop, a beauty salon and other boutique outlets selected to encourage
frequent visits by local residents.                               

    - TARGET MIDDLE- TO UPPER-INCOME CUSTOMER SEGMENTS. The Resort Casino will
     be specifically tailored to cater to the affluent, higher-end customer.
  The Issuers believe that the Resort Casino's hotels and recreational
       amenities will appeal to customers from the following principal long-term
markets:                                                          

       The Captive Summerlin Market. The population within a five-mile radius of
  the Resort Casino, which encompasses Summerlin and other residential
 neighborhoods in metropolitan Las Vegas, is estimated by BBER to be
  approximately 223,000 and is projected by BBER to grow to 235,000 by
   1999. According to the Nevada State Demographers Office ("NSDO"), the
      population of Clark County has grown approximately 48.8% since 1990, and
   the population within a five-mile radius of the Resort Casino Site is
       projected by BBER to continue growing at approximately 5.0% per year. The
    median household income of approximately $47,500 for residents in this
    target market is approximately 21.8% above the Las Vegas median annual
     household income of approximately $39,000 and approximately 30.3% above
     the United States national average according to BBER. The Partnership's
goal is to position the Resort Casino as the Summerlin residents' 
"country club."                                                   

      Middle-to Upper-Income Local Market. The Issuers believe this segment is
       characterized by a highly profitable, repeat clientele that has long been
      underserved by "local" casinos, and expect the Resort Casino will appeal
      strongly to the affluent local population, including the estimated 72.0%
    of adult Las Vegas residents who game an average of 51.31 times a year
       and spend an average of $51.44 (in 1995 dollars) per each visit according
to the Las Vegas Convention and Visitors Authority ("LVCVA").     

      Golfer/Gamer and Resort Vacationer. According to Simmons Market Resource
      Bureau, approximately 1.9 million golfer/gamers visit Las Vegas at least
      once annually and 43.2% of golfer/gamers spend over $1,500 per trip. The
   Issuers believe that the Resort Casino will represent the only gaming
       resort in the United States in close proximity to two TPC and seven other
golf courses. Additionally,                                       

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     the high levels of service and amenities expected to be provided by the
       Resort Casino will cater to resort table players with gaming budgets from
$5,000 to $250,000 per visit.                                     

   Local and Out-of-State Conferences and Banquets. The Resort Casino is
      expected to have one of the few high-tech business meeting facilities in
      Las Vegas catering to small- and mid-size conferences. Designed with the
       necessary services and amenities to cater to executive retreats including
       ample parking, the Issuers believe that the Resort Casino will provide an
ideal setting for small- to mid-size conferences and will have the
  capacity to host charity and social events for up to 1,100 people in
dinner seating.                                                   

 - CAPITALIZE ON MARQUEE HOTEL FLAG AND TRAVEL NETWORK RELATIONSHIP. The
     Partnership has entered into an agreement with Regent Hotels Worldwide,
    Inc. ("Regent International"), an affiliate of the Carlson Hospitality
 group. The Regent International hotels are a group of luxury hotels
      concentrated around the Pacific Rim, with the Resort Casino representing
 its only property in Las Vegas. Regent International's only flagged
  property in the U.S. is the Regent Beverly Wilshire-Los Angeles. The
      Resort Casino will benefit from Regent's reservation network and Carlson
  Wagonlit Travel, a national travel agency with no existing Las Vegas
hotel affiliate.                                                  

- CAREFULLY MANAGE CONSTRUCTION COSTS AND RISKS WITH PROVEN DESIGN AND
  BUILD TEAM. RAS's management has a proven track record of resort and
   casino design, construction, development and operation, including Sun
   International's Carousel in South Africa, and the Prairie Knights and
       Speaking Rock casinos in the United States. The Issuers have assembled an
   experienced project team. The Partnership has signed a $133.0 million
    guaranteed maximum price (exclusive of any change orders which must be
  authorized by the Partnership) construction management contract (the
     "Construction Contract") with J.A. Jones Construction ("J.A. Jones"), a
 subsidiary of J.A. Jones, Inc., a national general contractor. J.A.
      Jones, Inc. is a subsidiary of Philipp Holzmann AG, a German contracting
   company, which is an affiliate of Deutsche Bank AG with several major
     projects to its credit, including renovation of the West and East wings
     of the White House, the world's tallest buildings -- the Twin Towers of
      Kuala Lumpur-- and Sun International's Paradise Island Bahamas Phase II.
       A completion guaranty covering certain cost overruns has been provided by
    J.A. Jones, Inc. The Resort Casino was designed by Paul Steelman, Ltd.
    (the "Architect"), a national casino design firm whose principal, Paul
      Steelman, is the beneficial owner of a 5.0% limited partnership interest
  in the Partnership. The Architect's projects include work for, among
      others, Mirage Resorts, Caesars, Harrah's and Sun International. For the
   Resort Casino grounds, the Partnership has contracted with Lifescapes
International ("Lifescapes"), a landscape design firm. Lifescapes'
      projects include The Mirage, Bellagio, Treasure Island and Jurassic Park
at Universal Studios. The Partnership has provided contingency and
   completion reserve funds of approximately $4.4 million (approximately
    3.3% of the Construction Contract maximum amount) and has subordinated
    the $3.0 million development fee of SCA, the 91.26% limited partner of
the Partnership and the parent of RAS, to the successful on-budget
completion of the Resort Casino.                                  

 - LEVERAGE MANAGEMENT TEAM TRACK RECORD AND CONTINUITY. The Partnership
 expects to leverage the gaming experience and track record of RAS's
       senior and middle management. RAS's senior management has a cumulative 75
       years of experience in the gaming and resort industry. Brian McMullan and
    Jim Fonseca, the Chief Executive Officer and President and Senior Vice
    President Gaming Operations of RAS, respectively, have worked together
for over 20 years. Quinton Boshoff, the Senior Vice President Slot
      Operations of RAS, has worked with Mr. McMullan and Mr. Fonseca for over
 11 years, and all were previously employed by Sun International, an
international casino group. Messrs. McMullan, Fonseca and Boshoff 
  participated in the design, building and operation of six casinos in
    South Africa, including Sun International's Carousel. John Tipton, the
   Senior Vice President, Chief Financial Officer and General Counsel of
RAS, served in Colorado Governor Roy Romer's cabinet as Executive 
  Director of the Colorado Department of Revenue, during which time he
  drafted and implemented casino gaming legislation in Colorado. RAS's
      middle management includes nine gaming and non-gaming professionals with
 experience principally in the United States, the United Kingdom and
southern Africa. See "Management."                                
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SWISS CASINOS OF AMERICA, INC.

    Based in Las Vegas, Nevada, SCA was formed in 1989 and is a majority-owned
(83.0%) subsidiary of Tivolino Holding AG (the "Swiss Parent") which is owned by
Hans Jecklin, the Chairman of the Board of Directors of RAS, and his family. SCA
was formed for the primary purpose of acquiring, developing and managing casino 
and resort properties in the United States. The Swiss Parent currently owns or  
operates 23 gaming establishments, hotels, restaurants and other businesses in  
Europe, and leases and/or operates additional gaming establishments in the      
United States. The Swiss Parent is a leading gaming operator in Switzerland with
gaming facilities located throughout Switzerland, the Netherlands and Great     
Britain. As with the Swiss Parent, SCA's activities extend beyond the casino    
operations and include the management of a hotel, restaurants, retail outlets,  
bars and live entertainment.                                                    

RESORT CASINO OWNERSHIP STRUCTURE 

The following is an ownership chart of the Resort Casino.             

[OWNERSHIP CHART]   

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THE ORIGINAL NOTES OFFERING 

ORIGINAL NOTES................   Pursuant to the December 31, 1997 Purchase     
                           Agreement (the "Purchase Agreement"), the
                                 Issuers sold $100.0 million aggregate principal
                             amount of the Original Notes to the Initial
                            Purchaser as part of the Units in the 144A
                              Offering. The Initial Purchaser subsequently
                        resold the Original Notes to Qualified
                             Institutional Buyers pursuant to Rule 144A.

REGISTRATION RIGHTS                                                             
AGREEMENT.....................   Pursuant to the Purchase Agreement, the Issuers
                            and the Initial Purchaser entered into the
                              Registration Rights Agreement, which granted
                             Original Notes Holders certain exchange and
                               registration rights, which the Exchange Offer
                              is intended to satisfy. No offer to exchange
                               the Warrants is being made in this Prospectus
                                and neither the Partnership nor Warrant Co. is
                                obligated to register or exchange the Warrants
                               pursuant to the Registration Rights Agreement
or otherwise. 

THE EXCHANGE OFFER

SECURITIES OFFERED............   $100 million aggregate principal amount of 13% 
                            Series B Senior Subordinated PIK Notes due
2007.         

ISSUERS.......................   The Resort at Summerlin, Limited Partnership   
               The Resort at Summerlin, Inc.
        1160 Town Center Drive
Suite 200     
         Las Vegas, Nevada 89134
(702) 869-7000

THE EXCHANGE OFFER............   $1,000 principal amount of Exchange Notes in   
                              exchange for each $1,000 principal amount of
                               Original Notes that are properly tendered and
                              accepted. As of the date of this Prospectus,
                              $100.0 million aggregate principal amount of
                             Original Notes are outstanding. The Issuers
                              will issue the Exchange Notes on or promptly
                               after the Expiration Date. The Exchange Offer
                               is not conditioned upon any minimum aggregate
                           principal amount of Notes being tendered.

                                Based upon the interpretations by the staff of
                               the Commission set forth in no-action letters
                              issued to third parties, the Issuers believe
                               the Exchange Notes may be offered for resale,
                                resold and otherwise transferred by any Holder
                                thereof (other than certain broker-dealers and
                               Affiliates of the Issuers) without compliance
                               with the registration and prospectus delivery
                                 provisions of the Securities Act, provided that
                                 the Exchange Notes are acquired in the ordinary
                                course of the Holder's business and the Holder
                       is not engaged in, does not intend to
                             participate and has no arrangement with any
                               person to participate in, and does not intend
                                to engage in, any distribution of the Exchange
Notes.        

                          Each Exchange Notes Holder, other than a
                         broker-dealer, must represent that such
                             conditions have been met. In addition, each
                           Participating Broker-Dealer that receives
                                 Exchange Notes for its account must acknowledge
                                 that it will deliver a Prospectus in connection
                         with any resale of Exchange Notes. Each
Tendering     

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                               Holder is required to represent in the Letter
                              of Transmittal that, among other things, the
                               Exchange Notes will be acquired by the Holder
                            in the ordinary course of business and the
                                Holder does not intend to participate, and has
                                 no arrangement or understanding with any person
                             to participate, in the distribution of such
 Exchange Notes.

                                 Participating Broker-Dealers acquiring Original
                            Notes for their own account as a result of
                           market-making activities or other trading
                               activities may be statutory underwriters. The
                         Letter of Transmittal accompanying this
                                Prospectus states that by so acknowledging and
                          delivering a prospectus, a Participating
                                Broker-Dealer will not be deemed to admit that
                              it is an "underwriter" within the meaning of
                         the Securities Act. A broker-dealer may
                              nonetheless be deemed to be an "underwriter"
                               under the Securities Act notwithstanding such
                           disclaimer. This Prospectus, as it may be
                                amended or supplemented from time to time, may
                             be used by a Participating Broker-Dealer in
                          connection with resale of Exchange Notes
                               received in exchange for Original Notes where
                         the Original Notes were acquired by the
                            Participating Broker-Dealer as a result of
                           market-making activities or other trading
                                 activities. Pursuant to the Registration Rights
                                Agreement, the Issuers have agreed that, for a
                               period of 180 days after the Expiration Date,
                          they will provide this Prospectus to any
                        Participating Broker-Dealer for use in
                               connection with any resale. See "The Exchange
                             Offer -- Purpose and Effect of the Exchange
                    Offer" and "Plan of Distribution."

                              Any Holder who tenders with the intention to
                    participate, or for the purpose of
                         participating, in a distribution of the
                                Exchange Notes will not be able to rely on the
                             position of the staff of the Commission set
                                forth in no-action letters and, in the absence
                       of an exemption, must comply with the
                      registration and prospectus delivery
                            requirements of the Securities Act for any
                      resale. Failure to comply with these
                                requirements may result in liability under the
 Securities Act.

EXPIRATION DATE...............   5:00 p.m., New York City time, on July 29, 1998
                              unless extended by the Issuers in their sole
                        discretion. See "The Exchange Offer --
                           Expiration Date; Extensions; Amendments."

ACCRUED INTEREST ON EXCHANGE                                                    
NOTES.........................   Each Exchange Note will bear interest from the 
                             most recent date to which interest has been
                                paid on the Original Notes, or, if no interest
                           has been paid on the Original Notes, from
    December 31, 1997.

CONDITIONS TO THE EXCHANGE                                                      
OFFER.........................   The Exchange Offer is subject to certain       
                              customary conditions, which may be waived by
                               the Issuers. The Issuers reserve the right to
                              terminate or amend the Exchange Offer at any
                            time prior to the Expiration Date upon the
                                occurrence of any such condition. The Exchange
                           Offer is not conditioned upon any minimum
                              aggregate principal amount of Original Notes
                              being tendered or accepted for exchange. See
                     "The Exchange Offer -- Conditions."

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CONSEQUENCES OF FAILURE TO                                                      
EXCHANGE......................   Any Original Notes not tendered pursuant to the
                            Exchange Offer will remain outstanding and
                             accrue interest and will remain "restricted
                           securities" under the Securities Act, the
                                liquidity of which could be adversely affected
                                upon the completion of the Exchange Offer. See
                             "Risk Factors -- Consequences of Failure to
             Exchange" and "The Exchange
                                Offer -- Consequences of Failure to Exchange."

U.S. FEDERAL INCOME TAX                                                         
CONSEQUENCES................   The exchange of the Original Notes for the   
                               Exchange Notes pursuant to the Exchange Offer
                              will not be a taxable event for U.S. federal
                                income tax purposes. See "Certain U.S. Federal
             Income Tax Considerations."

USE OF PROCEEDS...............   There will be no cash proceeds to the Issuers  
                                 from the Exchange Offer. See "Use of Proceeds."

PROCEDURES FOR TENDERING

TENDERING ORIGINAL NOTES......   Each beneficial owner through a DTC Participant
                            must instruct the DTC Participant to cause
                             Original Notes to be tendered in accordance
                       with the procedures set forth in this
                              Prospectus and in the Letter of Transmittal.
                           See "The Exchange Offer -- Procedures for
                                Tendering -- Original Notes Held by DTC." Each
                               DTC Participant in DTC holding Original Notes
                              through DTC must (i) electronically transmit
                               acceptance to DTC through ATOP, for which the
                                 transaction will be eligible, and DTC will then
                           edit and verify the acceptance, execute a
                             book-entry delivery to the Exchange Agent's
                               account at DTC and send an Agent's Message to
                                the Exchange Agent for its acceptance, or (ii)
                                comply with the guaranteed delivery procedures
                                set forth in this Prospectus and in the Letter
                                of Transmittal. By tendering through ATOP, DTC
                                 Participants expressly will acknowledge receipt
                              of the Letter of Transmittal and agree to be
                                 bound by its terms and the Issuers will be able
                            to enforce such agreement against such DTC
                 participants. See "The Exchange
                               Offer -- Procedures for Tendering -- Original
                            Notes Held Through DTC" and "-- Guaranteed
                            Delivery Procedures -- Original Notes Held
Through DTC." 

                                Each Tendering Holder must (i) submit a Letter
                       of Transmittal and all other required
                       documents, together with certificates
                              representing all tendered Original Notes, to
                             the Exchange Agent, or (ii) comply with the
                          guaranteed delivery procedures. See "The
                              Exchange Offer -- Procedures for Tendering,"
                         "-- Exchange Agent," and "-- Guaranteed
                               Delivery Procedures -- Original Notes Held by
                                Holders." Each Tendering Holder will represent
                           that, among other things, (i) it is not a
                                 broker-dealer tendering Original Notes acquired
                                directly from the Issuers for its own account,
                               (ii) the Exchange Notes are being acquired in
                                the ordinary course of its business, and (iii)
                                 it is not an Affiliate of the Issuers. See "The
                              Exchange Offer -- Procedures for Tendering."

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GUARANTEED DELIVERY                                                             
PROCEDURES....................   Tendering Holders who are DTC Participants but 
                                cannot transmit their acceptances through ATOP
                            prior to the Expiration Date may tender in
                             accordance with the procedures set forth in
                      this Prospectus and in the Letter of
                         Transmittal. See "The Exchange Offer --
                            Guaranteed Delivery Procedures." Tendering
                          Holders (i) whose Original Notes are not
                                 immediately available and will not be available
                                for tendering prior to the Expiration Date, or
                               (ii) who cannot deliver their Original Notes,
                                 the Letter of Transmittal or any other required
                              documents to the Exchange Agent prior to the
                               Expiration Date may tender in accordance with
                              the procedures set forth in this Prospectus.
                                See "The Exchange Offer -- Guaranteed Delivery
Procedures."  

WITHDRAWAL RIGHTS.............   The tender of Original Notes pursuant to the   
                             Exchange Offer may be withdrawn at any time
                                prior to 5:00 p.m., New York City time, on the
                    Expiration Date. See "The Exchange
                  Offer -- Withdrawal of Tenders."

UNTENDERED ORIGINAL NOTES.....   Following the consummation of the Exchange     
                               Offer, Original Note Holders who elect not to
                           tender will not have any further exchange
                                 rights and will continue to hold Original Notes
                              subject to certain restrictions on transfer.
                              Accordingly, the liquidity of the market for
                        such Original Notes could be adversely
             affected. See "The Exchange
                                Offer -- Consequences of Failure to Exchange."

SHELF REGISTRATION                                                              
STATEMENT.....................   Under certain circumstances described in the   
                                 Registration Rights Agreement, certain Original
                             Note Holders (including Holders who are not
                                 permitted to participate in the Exchange Offer)
                               may require the Issuers to file and use their
                             best efforts to cause to become effective a
                        shelf registration statement under the
                               Securities Act for resales of Original Notes.
                               See "The Exchange Offer -- Purpose and Effect
         of the Exchange Offer."

SPECIAL PROCEDURE FOR                                                           
BENEFICIAL OWNERS.............   Any beneficial owner owning interests in       
                         Original Notes whose Original Notes are
                            registered in the name of a broker-dealer,
                                 commercial bank, trust company or other nominee
                             and who wishes to tender should contact the
                             registered Holder promptly and instruct the
                               registered Holder to tender on the beneficial
                               owner's behalf. A beneficial owner wishing to
                               tender directly must, prior to completing and
                         executing the Letter of Transmittal and
                                 delivering its Original Notes, either cause the
                        Original Notes to be registered in the
                              beneficial owner's name or obtain a properly
                          completed bond power from the registered
                              Holder. The transfer of registered ownership
                              may take considerable time. The Company will
                                keep the Exchange Offer open for not less than
                              30 business days in order to provide for the
                            transfer of registered ownership. See "The
                  Exchange Offer -- Procedures for
                                Tendering -- Original Notes Held Through DTC."

EXCHANGE AGENT................   United States Trust Company of New York. See   
                         "The Exchange Offer -- Exchange Agent."

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THE EXCHANGE NOTES

GENERAL.......................   The Exchange Notes and the Original Notes are  
                                 identical in all material respects, except that
                             (i) the Exchange Notes have been registered
                            under the Securities Act and will not bear
                            legends restricting transfer, and (ii) the
                               Exchange Note Holders will not be entitled to
                              certain rights under the Registration Rights
                               Agreement, including the provisions providing
                             for an increase in the interest rate on the
                         Original Notes in certain circumstances
                               relating to the timing of the Exchange Offer,
                               which rights will terminate when the Exchange
                         Offer is consummated. See "The Exchange
                             Offer -- Purpose and Effect of the Exchange
                              Offer." The Exchange Notes will evidence the
                             same debt as the Original Notes and will be
                              subject to, and entitled to the benefits of,
                                the Indenture. See "Description of the Notes."

NOTES OFFERED.................   $100.0 million principal amount of 13% Series B
                         Senior Subordinated PIK Notes due 2007.

MATURITY DATE.................   December 15, 2007.                             

INTEREST PAYMENT DATES........   Interest will accrue on the Exchange Notes from
                          the date of issuance and will be payable
                              semi-annually in arrears on each June 15 and
                               December 15, commencing on June 15, 1998. The
                            Exchange Notes will bear interest from the
                               later to have occurred of (i) the most recent
                             date to which interest has been paid on the
                            Original Notes, or (ii) December 31, 1997.

INTEREST......................   13.0% per annum accruing from the date of      
                            issuance, payable semi-annually in arrears
                              beginning June 15, 1998 either in cash or in
                                 additional Notes, at the option of the Issuers,
                               through June 15, 1999, and thereafter only in
                        cash. See "Risk Factors -- Substantial
Leverage."    

RANKING.......................   Unsecured and subordinated in right of payment 
                                to all existing and future Senior Indebtedness
                               of the Issuers, including the Mortgage Notes.
                          The Notes will rank senior to any future
                                Subordinated Obligations of the Issuers. As of
                               December 31, 1997, on a pro forma basis after
                               giving effect to the completion of the Resort
                               Casino, the aggregate principal amount of the
                              Issuers' outstanding Senior Indebtedness was
                                 $100.0 million (assuming issuance of all $100.0
                                million of the Mortgage Notes) and the Issuers
                                 had no outstanding Subordinated Obligations. As
                          of March 31, 1998, the total outstanding
                               Indebtedness of the Issuers ranking senior or
                         pari passu with the Exchange Notes, and
                                including $60.0 million of the Mortgage Notes,
                          trade and other operating debt, is $60.0
                                 million. As of the date of this Prospectus, the
                                Issuers neither have any Restricted Subsidiary
                               debt or anticipate incurring any such debt in
                     the future. See "Description of the
                      Notes -- Ranking and Subordination."

OPTIONAL REDEMPTION...........   Except as described below under "Change of     
                           Control" and "Regulatory Redemption," the
                                 Issuers may not redeem the Notes until December
                                15, 2002, at which time the Issuers may redeem
the           

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                             Exchange Notes, in whole or in part, at any
                                 time at the redemption prices set forth herein,
                               together with accrued and unpaid interest. In
                             addition, at any time and from time to time
                              prior to December 15, 2000, the Issuers may,
                               subject to certain requirements, redeem up to
                          $35.0 million, or 35.0% of the aggregate
                             principal amount of the Notes with the cash
                           proceeds received from one or more Public
                                 Equity Offerings at a redemption price equal to
                                113.0% of the principal amount to be redeemed,
                                together with any accrued and unpaid interest.
                           See "Description of the Notes -- Optional
Redemption."  

REGULATORY REDEMPTION.........   If a Nevada Gaming Authority requires that a   
                                 Holder or beneficial owner of the Notes must be
                                licensed, qualified or found suitable in order
                                to maintain any gaming license or franchise of
                              the Partnership and the Holder or beneficial
                                 owner fails to apply for such license within 30
                          days or applies but is not licensed, the
                                Issuers may redeem the Notes of such Holder or
                                 beneficial owner at a redemption price equal to
                                the lesser of (i) the price at which the Notes
                           were acquired by the Holder or beneficial
                                owner, (ii) the fair market value of the Notes
                                on the redemption date and (iii) the principal
                          amount of the Notes. See "Regulation and
                              Licensing -- Nevada" and "Description of the
                            Notes -- Optional Redemption -- Regulatory
Redemption."  

CHANGE OF CONTROL.............   Upon a Change of Control, the Issuers will be  
                               required to offer to repurchase the Notes for
                                101.0% of the principal amount thereof and any
                          accrued and unpaid interest. A Change of
                                Control also will require the Issuers to repay
                                the Credit Facilities or obtain the consent of
                               the Credit Facility Lenders to the repurchase
                                of the Notes, which consent may be withheld by
                               the Credit Facility Lenders for any reason or
                                for no reason. The failure or inability of the
                               Issuers to repay the Credit Facilities and/or
                            repurchase the Notes following a Change of
                                 Control will constitute Events of Default under
                               both the Credit Facilities and the Indenture.
                             See "Risk Factors -- Change of Control" and
                       "Description of the Notes -- Optional
                         Redemption" and "-- Change of Control."

GUARANTEES BY FUTURE                                                            
SUBSIDIARIES..................   The Subsidiary Guarantees will be full,        
                                unconditional, joint and several guarantees of
                              the Notes on a senior subordinated unsecured
                          basis by all Guarantors. Each Subsidiary
                                 Guarantee also will be effectively subordinated
                                to all secured Indebtedness of a Guarantor. As
                              of the date of this Prospectus, there are no
                       Restricted Subsidiaries or Subsidiary
                     Guarantees. See "Description of the
                                 Notes -- Certain Covenants -- Future Subsidiary
Guarantors."  

ORIGINAL ISSUE DISCOUNT.......   The Notes will be considered to be issued with 
                           OID for U.S. federal income tax purposes.
                               Although cash interest may not be paid on the
                            Notes prior to December 15, 1999, OID (the
                                difference between the stated redemption price
                           at maturity of the Original Notes and the
                         portion of the issue price of the Units
                              allocable to the Notes) will accrue from the
                             Issue Date and will be included as interest
                               income periodically (including periods ending

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                            prior to June 15, 1999) in a U.S. Holder's
                          gross income for U.S. federal income tax
                            purposes in advance of receipt of the cash
                              payment to which the income is attributable.
                      See "Certain U.S. Federal Income Tax
Consequences."

RESTRICTIVE COVENANTS.........   The Indenture limits (i) the incurrence of     
                                additional Indebtedness by each of the Issuers
                           and the Restricted Subsidiaries, (ii) the
                             payment of dividends on, and redemption of,
                                 capital stock of the Issuers and the redemption
                            of certain Subordinated Obligations of the
                           Issuers, (iii) investments, (iv) sales of
                               assets and subsidiary stock, (v) transactions
                           with Affiliates, and (vi) consolidations,
                               mergers and transfers of all or substantially
                             all the assets of the Issuers. Any negative
                            pledge in respect of the securities of the
                                Issuers may require the approval of the Nevada
                         Commission to remain effective upon the
                             issuance of a Gaming License to the Issuers
                                 and/or Warrant Co. The Indenture also prohibits
                            certain restrictions on distributions from
                              Restricted Subsidiaries. See "Description of
                  the Notes -- Certain Covenants."

EVENTS OF DEFAULT.............   Events of Default under the Indenture include  
                               (i) a default of any payment of interest when
                                 due which continues for 30 days, (ii) a default
                         in the payment of principal when due at
                                 maturity or otherwise, (iii) the failure of the
                               Issuers, the Partnership or the Guarantors to
                        comply with certain covenants or other
                               provisions of the Indenture, (iv) the uncured
                              failure of the Partnership or any Restricted
                                 Subsidiary to pay any Indebtedness in excess of
                              $5.0 million when due, (v) certain events of
                                 bankruptcy, insolvency or reorganization of the
                            Issuers or a significant Subsidiary or the
                              existence of a final, nonappealable judgment
                                 against the Issuers or a significant Subsidiary
                                 in excess of $2.0 million, and (vi) the failure
                            of the Resort Casino to commence hotel and
                           gaming operations by October 2, 1999. See
                        "Description of the Notes -- Events of
Default."     

TRUSTEE.......................   United States Trust Company of New York shall  
                                act as the Trustee under the Indenture and has
                                been appointed by the Issuers as Registrar and
                                 Paying Agent for the Notes. See "Description of
            the Notes -- The Trustee."

                             For more complete information regarding the
                        Notes, see "Description of the Notes."

OTHER AGREEMENTS

DISBURSEMENT AGREEMENT........   The Issuers, the Administrative Agent, the     
                             Trustee and First Security Trust Company of
                                 Nevada as disbursement agent (the "Disbursement
                                 Agent") and account agent (the "Account Agent")
                               entered into a December 31, 1997 Disbursement
                                Agreement (the "Disbursement Agreement") which
                               established conditions to, and the sequencing
                                of, funding construction of the Resort Casino.
                                Nevada Construction Services, Inc. acts as the
                            construction consultant (the "Construction
                               Consultant") under the Disbursement Agreement
                              and will be required to approve each request

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                               by the Issuers for the disbursement of funds.
                              See "Description of Disbursement Agreement."

CONSTRUCTION CONTRACT.........   The Partnership has executed the Construction  
                           Contract with J.A. Jones. The fee payable
                                pursuant to the Construction Contract is based
                                upon the cost of the work plus the fee payable
                                to J.A. Jones up to a guaranteed maximum price
                              of $133.0 million. The Construction Contract
                               provides for liquidated damages of up to $4.0
                               million assessable against J.A. Jones for its
                                 failure to satisfy certain timing requirements.
          See "Additional Material
                         Agreements -- Construction Contract and
       Completion Guaranty."

CONSTRUCTION MANAGEMENT                                                         
CONTRACT......................   The Partnership has executed a Construction    
                        Management Contract (the "Construction
                            Management Contract") with Rider Hunt (NV)
                          L.L.C. ("Rider Hunt") which will provide
                                certain administrative services related to the
                                 Construction Contract, including development of
                              cash flow reports and forecasts; advising of
                               variations between actual and budgeted costs;
                              in consultation with the Partnership and the
                             Architect, rejecting work not in conformity
                           with the Construction Contract; preparing
                          valuations of amounts due the respective
                            contractors; and recording the progress of
                               construction of the Resort Casino. Rider Hunt
                                 is not authorized to approve significant change
                         orders under the Construction Contract.

COMPLETION GUARANTY...........   There is a completion guaranty covering certain
                                 cost overruns from J.A. Jones, Inc., the parent
of J.A. Jones.

RISK FACTORS

 Prior to tendering for Exchange Notes, the Original Note Holders should
carefully consider the matters discussed under "Risk Factors" which,            
individually or in the aggregate, could have a material adverse effect on the   
financial condition of the Partnership and the Issuers' ability to pay the      
Indebtedness, including the Notes.                                              

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SUMMARY SELECTED CONSOLIDATED FINANCIAL DATA

   The selected historical consolidated financial data set forth below as of
December 31, 1997 and December 31, 1996, for the year ended December 31, 1997,  
and for the period from inception through December 31, 1996, have been derived  
from the financial statements of RAS and the Partnership included elsewhere     
herein which have been audited by Ernst & Young LLP, independent auditors, and  
should be read in conjunction with those financial statements (including the    
notes thereto) and with "Management's Discussion and Analysis of Financial      
Condition and Results of Operations," all appearing elsewhere in this           
Prospectus.                                                                     

    The statement of operations data for the three months ended March 31, 1998
and March 31, 1997 and the selected balance sheet data as of March 31, 1998 have
been derived from the unaudited financial statements of RAS and the Partnership 
appearing elsewhere in this Prospectus which, in the opinion of management,     
reflect all adjustments (consisting solely of normal recurring adjustments)     
necessary for a fair presentation. Results of operations for interim periods are
not necessarily indicative of future or full year results.                      

                                                        · Enlarge/Download Table

                                               THREE MONTHS ENDED                                
                                                    MARCH 31,          YEAR ENDED DECEMBER 31,   
                                              ---------------------   -------------------------- 
              RAS CONSOLIDATED                   1998        1997         1997          1996     
              ----------------                -----------   -------   ------------   ----------- 
                                                                                                 
Statement of Operations Data:                                                                    
  Revenues................................... $        --   $    --   $         --   $        -- 
Costs and Expenses:                                                                              
  General and administrative.................     153,404     2,801        498,427        84,458 
  Depreciation and amortization..............     519,524        --        113,312            -- 
Other Income (Expense):                                                                          
  Interest income............................   2,571,648        --         41,255            -- 
  Interest expense...........................  (5,481,349)       --        (48,346)           -- 
                                              -----------   -------   ------------   ----------- 
Loss before limited partners' interests......  (3,582,629)   (2,801)      (618,830)      (84,458)
Limited partners' interests..................  (3,546,803)   (2,773)      (608,145)      (83,613)
                                              -----------   -------   ------------   ----------- 
Net loss..................................... $   (35,826)  $   (28)  $    (10,685)  $      (845)
                                              ===========   =======   ============   =========== 

                                                        · Enlarge/Download Table

                                                      MARCH 31,           DECEMBER 31,       
                                                     ------------  --------------------------
                                                         1998          1997          1996    
                                                     ------------  ------------   -----------
                                                                                             
Balance Sheet Data:                                                                          
  Cash and cash equivalents......................... $ 82,862,654  $175,491,628   $        --
  Short term investments............................   86,226,508            --            --
  Property and equipment, net.......................   33,389,085    20,871,112    17,154,547
  Total assets......................................  233,903,005   226,237,440    18,646,981
  Total current liabilities.........................   10,567,924     1,127,313            --
  Long-term debt, net of discount...................  154,188,650   154,131,067            --
  Warrants redeemable for partnership interest......    7,619,565     5,869,565            --
  Total liabilities.................................  172,376,139   161,127,945    18,146,826
  Total stockholder's equity........................      635,144       670,970       500,155
  Total liabilities, limited partners' interest and                                          
     stockholder's equity...........................  233,903,005   226,237,440    18,646,981

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                                                        · Enlarge/Download Table

                                                THREE MONTHS ENDED                                
                                                    MARCH 31,           YEAR ENDED DECEMBER 31,   
                                              ----------------------   -------------------------- 
               THE PARTNERSHIP                    1998        1997         1997          1996     
               ---------------                ------------   -------   ------------   ----------- 
                                                                                                  
Statement of Operations Data:                                                                     
  Revenues................................... $         --   $    --   $         --   $        -- 
Cost and Expenses:                                                                                
  General and administrative.................      153,404     2,801        493,885        84,458 
  Depreciation and amortization..............      519,524        --        113,312            -- 
Other Income (Expense):                                                                           
  Interest income............................    2,571,648        --         41,255            -- 
  Interest expense...........................   (5,481,349)       --        (48,346)           -- 
                                              ------------   -------   ------------   ----------- 
Net loss..................................... $ (3,582,629)  $(2,801)  $   (614,288)  $   (84,458)
                                              ============   =======   ============   =========== 

                                                        · Enlarge/Download Table

                                                        MARCH 31,           DECEMBER 31,       
                                                       ------------  --------------------------
                                                           1998          1997          1996    
                                                       ------------  ------------   -----------
                                                                                               
Balance Sheet Data:                                                                            
  Cash and cash equivalents........................... $ 82,858,686  $175,487,660   $        --
  Short term investments..............................   86,226,508            --            --
  Property and equipment, net.........................   33,389,085    20,871,112    17,154,547
  Total assets........................................  233,899,037   226,233,472    18,645,981
  Total current liabilities...........................   10,566,914     1,126,303            --
  Long-term debt, net of discount.....................  154,188,650   154,131,067            --
  Warrants redeemable for partnership interest........    7,619,565     5,869,565            --
  Total liabilities...................................  172,375,129   161,126,935            --
  Total partnership interest..........................   61,523,908    65,106,537    18,645,981
  Total liabilities and partnership interest..........  233,899,037   226,233,472    18,645,981

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RISK FACTORS

    The Exchange Notes offered hereby involve a high degree of risk, including
the risks described below. Prospective Tendering Holders should carefully       
consider the specific factors set forth below, as well as the other information 
contained in this Prospectus, before deciding to tender the Original Notes for  
the Exchange Notes.                                                             

This Prospectus contains certain "forward-looking statements" which   
represent the Partnership's expectations or beliefs, including, but not limited 
to, statements concerning industry performance and the Partnership's operations,
performance, financial condition, plans, growth and strategies. Any statements  
contained in this Prospectus 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,   
certain of which are beyond the Partnership's control, and actual results may   
differ materially depending on a variety of important factors, including those  
described below in this "Risk Factors" section and elsewhere in this Prospectus.

NEW PROJECT; LACK OF OPERATING HISTORY                                          

The Partnership plans to open the Resort Casino in April 1999, and the
Resort Casino has had no earnings or operations to date. Although several       
members of RAS's management have experience constructing and operating resort   
hotels of comparable or greater scope than the Resort Casino, neither the       
Partnership, RAS nor RAS's management has previously been involved in           
constructing or operating a luxury destination resort in the Las Vegas market.  
The Partnership is a start-up entity and will be subject to all of the risks    
inherent in establishing a new business enterprise, including, but not limited  
to, unanticipated construction, licensing, permitting and operating problems.   
The Issuers also have no proven ability to successfully develop, conduct, manage
or operate a luxury resort casino in the Las Vegas market or elsewhere. There   
can be no assurance that the Resort Casino will open as scheduled or that, once 
opened, it will achieve profitable operations. The inability to achieve         
profitable operations will have a material adverse effect on the financial      
condition of the Partnership and the Issuers' ability to pay the Indebtedness,  
including the Notes.                                                            

SUBSTANTIAL LEVERAGE                                                            

     Upon the issuance of the Original Notes and the Mortgage Notes, the Issuers
had significant debt service obligations. The ability of the Issuers to meet    
their debt service and other obligations depends upon their future performance  
and is subject to financial, economic and other factors, many of which are      
beyond their control. At December 31, 1997 the Partnership's ratio of total debt
(total debt net of discount plus warrant liability) to total capitalization     
(total debt plus total equity) was approximately .71 to 1.0. As of December 31, 
1997, on a pro forma basis after giving effect to the completion of the Resort  
Casino, the Issuers had an aggregate of $100.0 million of outstanding Senior    
Indebtedness and the Partnership had partners' contributed capital of $65.8     
million and a ratio of total debt to total capitalization of approximately .75  
to 1.0. See "Capitalization." The Indenture permits the Partnership to incur    
additional Indebtedness, including Senior Indebtedness, subject to certain      
limitations. See "Description of the Notes."                                    

     The Partnership's high degree of leverage has important consequences to the
Note Holders, including: (i) the Partnership's ability to obtain additional     
financing in the future is restricted; (ii) a substantial portion of the        
Partnership's cash flow from operations must be dedicated to the payment of     
principal and interest on its Indebtedness, thereby reducing the funds available
to the Partnership for other purposes; (iii) the Mortgage Notes will be secured 
and mature prior to the Notes; (iv) the Partnership may be substantially more   
leveraged than certain of its competitors, which may place it at a competitive  
disadvantage; and (v) the Partnership's substantial degree of leverage may limit
its flexibility to adjust to changing market conditions, reduce its ability to  
withstand competitive pressures and make it more vulnerable to a downturn in    
general economic conditions or its business. See "Description of the Notes."    

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ABILITY TO SERVICE DEBT                                                         

  The Partnership's ability to make scheduled payments or to refinance its
obligations with respect to its Indebtedness will depend on its financial and   
operating performance, which is subject to prevailing economic conditions and to
certain financial, business and other factors beyond its control. If the        
Partnership's cash flow and capital resources are insufficient to fund its debt 
service obligations, the Partnership may be forced to reduce or delay planned   
expansion and capital expenditures, sell assets, obtain additional equity       
capital or restructure its debt. There can be no assurance that the             
Partnership's operating results, cash flow and capital resources will be        
sufficient for future payment of its Indebtedness. In the absence of such       
operating results and resources, the Partnership could face substantial         
liquidity problems and might be required to dispose of material assets or       
operations to meet its debt service and other obligations. There can be no      
assurance as to the timing of such sales or the proceeds that the Partnership   
could realize therefrom. See "Management's Discussion and Analysis of Financial 
Condition and Results of Operations -- Liquidity and Capital Resources." There  
can be no assurance that the Issuers will be able to repay their Indebtedness   
upon maturity. Any default by the Issuers under the Indebtedness, including the 
Mortgage Notes, would subject the Issuers to risk of foreclosure on             
substantially all of their assets to the extent necessary in order to repay any 
amounts due under the Indebtedness including, but not limited to, principal,    
interest, penalties or other costs and expenses incurred in the event of a      
default. Any such default would have a material adverse effect on the financial 
condition of the Partnership and the Issuers' ability to pay the Indebtedness,  
including the Notes.                                                            

SUBORDINATION; ASSET ENCUMBRANCES                                               

  The Original Notes are, and the Exchange Notes will be, unsecured senior
subordinated obligations of the Partnership and will be expressly subordinated  
in right of payment to all existing and future Senior Indebtedness, including   
the principal of, any premium, interest on, and all other amounts due on or     
payable under, the Mortgage Notes. As of December 31, 1997, on a pro forma basis
after giving effect to the completion of the Resort Casino, the aggregate       
principal amount of the Issuers' outstanding Senior Indebtedness was $100.0     
million (assuming issuance of all $100.0 million of the Mortgage Notes) and the 
Issuers had no outstanding Subordinated Obligations. As of March 31, 1998, the  
total outstanding Indebtedness of the Issuers ranking senior or pari passu with 
the Exchange Notes, and including $60.0 million of the Mortgage Notes, trade and
other operating debt, is $60.0 million. As of the date of this Prospectus, the  
Issuers neither have any Restricted Subsidiary debt or anticipate incurring any 
such debt in the future. The Partnership also is permitted under the Indenture  
to incur additional Senior Indebtedness. By reason of such subordination, in the
event of the insolvency, liquidation, reorganization, dissolution or other      
winding-up of the Partnership or upon a default in payment with respect to, or  
the acceleration of, any Senior Indebtedness, the holders of Senior Indebtedness
must be paid in full before the Note Holders are paid. Under such circumstances,
the holders of any additional debt ranking pari passu with the Notes would be   
entitled to share ratably with the Note Holders in the proceeds of any          
distribution. This may have the effect of reducing the amount of proceeds paid  
to Note Holders. See "Description of the Notes."                                

   The Partnership has granted the Mortgage Notes lenders security interests
in substantially all of the current and future assets of the Partnership,       
including a pledge of all of the issued and outstanding shares of capital stock 
of the Partnership's future subsidiaries. In the event of any default on secured
Indebtedness, including the Mortgage Notes, the lenders of such Indebtedness    
will have a prior secured claim on the Partnership interests and assets. An     
attempted or actual foreclosure by any lenders would have a material adverse    
effect on the Issuers, the financial condition of the Partnership and the       
Issuers' ability to pay the Indebtedness, including the Notes.                  

RESTRICTIONS UNDER DEBT AGREEMENTS                                              

The Indenture contains covenants that, among other things, limit the  
ability of the Issuers and their Restricted Subsidiaries, if any, to incur      
additional Indebtedness, incur liens, pay dividends and make certain other      
restricted payments, make certain investments, consummate certain asset sales,  
enter into certain transactions with Affiliates, issue Subsidiary stock, create 
dividend or other payment restrictions affecting Restricted Subsidiaries,       
consolidate or merge with any other Person or transfer all or substantially all 
of the assets of the Issuers. See "Description of the Notes -- Certain          
Covenants." The Mortgage Notes and the up to $10.0 million revolving credit     
facility under the Credit Agreement, and any extensions, revisions,             
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refinancings, restatements or replacements thereof (the "Revolving Credit       
Facility") contain restrictive covenants which generally are more restrictive   
than those in the Indenture and further limit the ability of the Issuers and    
their Subsidiaries to prepay Indebtedness (including the Notes). The Mortgage   
Notes and the Revolving Credit Facility require the Partnership to maintain     
specified consolidated financial ratios and satisfy certain consolidated        
financial tests. The Issuers' ability to meet those ratios and tests may be     
affected by events beyond their control, and there can be no assurance that the 
Issuers will meet those ratios and tests. A breach of any of the covenants under
the Mortgage Notes, the Revolving Credit Facility or the Indenture could result 
in a default under other outstanding indebtedness, including the Mortgage Notes,
the Revolving Credit Facility and the Indenture. If an event of default occurs  
under the Mortgage Notes or the Revolving Credit Facility, the lenders may elect
to declare all amounts outstanding thereunder, together with accrued interest,  
to be immediately due and payable. If the Issuers are unable to repay those     
amounts, the lenders could proceed against the collateral pledged as security   
for the Indebtedness. Any such action taken by the lenders under the Mortgage   
Notes, the Revolving Credit Facility or other Indebtedness will likely result in
an acceleration of the Indebtedness under the Notes. The Mortgage Notes or the  
Revolving Credit Facility are secured by substantially all of the real property 
and contract rights of the Partnership relating to the construction of the      
Resort Casino.                                                                  

CONSTRUCTION AND BUDGET RISKS                                                   

   The Partnership has entered a guaranteed maximum price contract with J.A.
Jones. While the Issuers believe that the nature of the guaranteed maximum price
contract, plus $4.4 million of contingency and construction reserves and $26.0  
million of forecasted cash at opening, will be sufficient to cover any          
construction-related overages, there can be no assurance that this will be the  
case. To provide additional protection against cost overruns, SCA's $3.0 million
development fee will not be paid until the successful completion of the Resort  
Casino at or below the projected cost, including the contingency and            
construction completion reserve. The contingency and construction reserves equal
approximately 3.3% of the $133.0 guaranteed maximum price under the Construction
Contract.                                                                       

    The Construction Contract contains a provision wherein the Partnership has
given to J.A. Jones the right to act as agent for and execute all subcontracts  
and purchase orders as agent for, and on behalf of, the Partnership. There is a 
substantial risk that this relationship between the Partnership and J.A. Jones  
will result in, among other things, litigation against and liability of the     
Partnership rather than against J.A. Jones as is the case in the normal         
relationship between an owner and its contractor.                               

    Construction projects such as the construction of the Resort Casino entail
significant risks, including, without limitation, shortages of skilled labor and
materials, unforeseen engineering, environmental or geological problems, work   
stoppages, weather interference, floods and unanticipated cost increases. The   
anticipated costs and construction schedule are based upon budgets, conceptual  
design documents and construction schedule estimates prepared by the Partnership
in consultation with the Architect, an independent construction estimation firm,
and contractors. Construction, equipment or staffing problems or difficulties in
obtaining any of the requisite licenses, permits, allocations and authorizations
from regulatory authorities could increase the total cost, delay or prevent the 
construction or operation of the Resort Casino or otherwise affect the design   
and features of the Resort Casino. There can be no assurance that the budgeted  
cost of the Resort Casino will not be exceeded or that it will commence         
operations within the contemplated time frame, if at all.                       

DEPENDENCE ON KEY MARKETS                                                       

   The Partnership's success depends upon acceptance of the Resort Casino by
visitors to Las Vegas, golfer/gamers and local Las Vegas residents. There can be
no assurance that the population and economic strength of Summerlin and the     
surrounding area, including Las Vegas, will continue to grow, that the          
Partnership will be able to attract a sufficient number of local gamers or Hotel
guests to the Resort Casino or that local gamers and the Hotel guests will seek 
the amenities offered by the Resort Casino. The Partnership's inability to      
attract a sufficient number of local gamers or Hotel guests may have a material 
adverse effect on                                                               

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the financial performance of the Partnership and the Issuers' ability to service
the Indebtedness, including the Notes.                                          

GAMING REGULATION                                                               

Prior to the commencement of construction of the Resort Casino, Seven 
Circle Resorts of Nevada, Inc. ("SCRN"), a wholly-owned subsidiary of SCA,      
obtained a Nevada distributor's license from the Nevada Commission. In addition,
the Swiss Parent and SCA were registered by the Nevada Gaming Authorities as a  
holding company and an intermediary company, respectively, of SCRN. Prior to    
opening the Resort Casino, the Partnership will apply for a nonrestricted Nevada
gaming license and RAS will apply for registration as an intermediary company   
and/or licensing as a general partner, as applicable. The gaming operations and 
the ownership of securities of the Issuers are subject to extensive regulation  
by the Nevada Gaming Authorities, each of which has broad authority with respect
to licensing and registration of entities and individuals involved with the     
Issuers, including the Note Holders.                                            

 The Partnership and RAS, the general partner of the Partnership, may be
required to disclose the identities of the Note Holders to the Nevada Gaming    
Authorities upon request. The Nevada Commission may, in its discretion, require 
the Note Holders to file an application, be investigated and be found suitable  
to hold the Notes. Additionally, the Nevada Commission may, in its discretion,  
require the holder of any debt security of an entity registered by the Nevada   
Commission as a publicly traded corporation (a "Registered Company") to file an 
application, be investigated and be found suitable to own the debt security of a
Registered Company. If the Nevada Commission determines that a person is        
unsuitable (an "unsuitable person") to own the securities of a Registered       
Company, then, pursuant to the Nevada Gaming Control Act and the regulations    
promulgated thereunder (collectively, the "Nevada Act"), the Registered Company 
may be sanctioned, including the loss of its approvals, if without the prior    
approval of the Nevada Commission, it: (i) pays to the unsuitable person any    
dividend, interest, or any distribution whatsoever; (ii) recognizes any voting  
right by an unsuitable person in connection with such securities; (iii) pays the
unsuitable person remuneration in any form; or (iv) makes any payment to the    
unsuitable person by way of principal redemption, conversion, exchange,         
liquidation, or similar transaction. The Partnership and RAS will be required to
be registered by the Nevada Commission as Registered Companies upon the         
effectiveness of the Exchange Offer and the licensing of the Partnership.       

     Each Note Holder shall be deemed to have agreed (to the extent permitted by
law) that if the Nevada Gaming Authorities determine that a Note Holder or      
beneficial owner of the Notes must be found suitable for any reason and if the  
Note Holder or beneficial owner either refuses to file an application or is     
found to be an unsuitable person, the Note Holder shall dispose of the Holder's 
Notes within 30 days of a request by the Issuers or such other date if so       
ordered by the Nevada Gaming Authorities. Any Holder which refuses or fails to  
dispose of Notes will be deemed to have agreed to the foregoing restrictions on 
voting, remuneration, dividend and distribution payment and redemption. The     
Issuers also will have the right to redeem the Notes from any Holder at any time
to prevent the loss or material impairment of a Gaming License or an application
for a Gaming License.                                                           

Although the Partnership and RAS believe that they will obtain all    
necessary Gaming Licenses prior to the completion of the Resort Casino, there   
can be no assurance that all Gaming Licenses will be obtained by the completion 
of the Resort Casino, if at all, given the complexity of the licensing          
procedures under the Nevada Act and the broad authority of the Nevada Gaming    
Authorities. A failure to obtain such Gaming Licenses by the Resort Casino's    
completion could have a material adverse effect on the financial performance of 
the Partnership and the Issuers' ability to service the Indebtedness, including 
the Notes, and, if not obtained within 180 days from the Commencement Date, will
constitute a Default under the Indenture.                                       

  The Nevada Gaming Authorities may, among other things, revoke the gaming
license of any licensed entity (a "Licensee") or the registration of a          
Registered Company or any entity registered as a holding or intermediary company
of a Licensee. In addition, the Nevada Gaming Authorities may revoke the license
or finding of suitability of any officer, director, controlling person,         
shareholder, limited partner, noteholder or key employee of a licensed or       
registered entity. If the Gaming Licenses of the Issuers are revoked for any    
reason,                                                                         

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the Nevada Gaming Authorities may require the closing of the Resort Casino,     
which would result in a material adverse effect on the financial performance of 
the Partnership and the Issuers' ability to service the Indebtedness, including 
the Notes. The Partnership and certain of its officers, directors, partners and 
key employees either will apply or have applied for licensing with the Nevada   
Gaming Authorities. In addition, prior to opening, the Partnership must apply   
for and receive a City of Las Vegas Gaming License and a liquor license.        

    Upon the effectiveness of the Exchange Offer, the Partnership and RAS will
each be a "publicly traded corporation" under the Nevada Act. In order for an   
entity that is a "publicly traded corporation" to receive a gaming license, the 
Nevada Commission must grant an exemption to the Partnership from a regulatory  
provision in the Nevada Act which makes publicly traded corporations ineligible 
to apply for or hold a gaming license. However, the Nevada Commission has       
exempted companies from this provision in the past and has granted gaming       
licenses to publicly traded corporations. The Partnership intends to apply for  
an exemption from this eligibility requirement (the "Exemption") in connection  
with its application for a Gaming License. In connection with licensing and     
receipt of the Exemption, RAS and the Partnership will each be required to be   
registered by the Nevada Commission as a Registered Company. After becoming a   
Registered Company, neither the Partnership nor RAS may make a public offering  
of any securities without the prior approval of the Nevada Commission if the    
securities or the proceeds therefrom are intended to be used to construct,      
acquire or finance gaming facilities in Nevada, or to retire or extend          
obligations incurred for such purposes. Such approval, if given, does not       
constitute a finding, recommendation or approval by the Nevada Board or the     
Nevada Commission as to the accuracy or adequacy of the Prospectus or the       
investment merits of the securities. Any representation to the contrary is      
unlawful.                                                                       

    The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as defined in the Nevada  
Act, or which is not otherwise subject to the provisions of the Nevada Act, such
as the Partnership and RAS, which plans to make a public offering of securities,
the proceeds from which are intended for the construction or operation of gaming
facilities in Nevada, or to retire or extend obligations incurred for such      
purposes, may apply to the Nevada Commission for prior approval of such         
offering. The Nevada Commission may find an applicant unsuitable based solely on
its failure to submit such an application, unless upon a written request for a  
ruling, the Nevada Board Chairman has ruled that it is not necessary to submit  
such an application. The Exchange Offer will qualify as a public offering. The  
Issuers have filed a written request (the "Ruling Request") with the Nevada     
Board Chairman for a ruling that it is not necessary to submit the Exchange     
Offer for prior approval. On March 27, 1998, the Nevada Board Chairman granted  
the Issuers' Ruling Request, ruling that the Exchange Offer need not be         
submitted to the Nevada Board or the Nevada Commission for prior approval.      

     In addition, if the Partnership and RAS are each registered as a Registered
Company and have been granted certain exemptions by the Nevada Commission, any  
beneficial owner of the Partnership's or RAS's voting securities, regardless of 
the number of shares owned, may be required to file an application, be          
investigated, and have his suitability determined. Beneficial owners of more    
than 10.0% of a Registered Company's voting securities must apply for a finding 
of suitability within thirty days after the Chairman of the Nevada Board mails  
written notice requiring such filing. Under certain circumstances, an           
"institutional investor" beneficially owning more than 10.0% but not more than  
15.0% of the Partnership's voting securities may apply to the Nevada Commission 
for a waiver of such finding of suitability requirements. In any event, the     
applicant must pay all costs of investigation incurred by the Nevada Gaming     
Authorities in conducting any such investigation. See "Regulation and           
Licensing -- Nevada" and "Description of the Notes -- Optional                  
Redemption -- Regulatory Redemption".                                           

  The Swiss Parent and SCA are subject to the jurisdiction of other gaming
authorities in the United States, including the Colorado Limited Gaming Control 
Commission, the State of North Dakota Attorney General's Office, the Standing   
Rock Tribal Gaming Commission and the National Indian Gaming Commission as well 
as European gaming authorities. Should any of these other gaming authorities    
take certain actions against the Swiss Parent, SCA or a corporate affiliate of  
the Issuers, such action could have a material adverse effect on the            
Partnership's ability to obtain or maintain a Nevada gaming license and         
additional sanctions                                                            

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could be imposed by Nevada gaming authorities for regulatory violations outside 
the State of Nevada. See "Regulation and Licensing."                            

AVAILABILITY AND RETENTION OF KEY MANAGEMENT AND OTHER EMPLOYEES                

The development, construction and successful commercialization of the 
Resort Casino require a highly skilled and experienced team of managers. The    
Partnership is highly dependent on the efforts and abilities of RAS, its general
partner, and the senior management of RAS, particularly Mr. McMullan, President 
and Chief Executive Officer of RAS; Mr. Fonseca, the Senior Vice President of   
Gaming Operations of RAS; Mr. Boshoff, the Senior Vice President of Slot        
Operations of RAS; Mr. Tipton, the Senior Vice President, Chief Financial       
Officer and General Counsel of RAS; and Mr. Smith, the Financial Controller of  
RAS. Additionally, the quality of hires associated with the hotel and gaming    
operations will be critical to the success of the Resort Casino. It may be      
difficult to attract, retain and train qualified employees due to its location  
and that other facilities may be approaching completion. A failure to attract or
retain qualified management and personnel at all levels or the loss of any of   
RAS's key executives could have a material adverse effect on the financial      
performance of the Partnership and the Issuers' ability to service the          
Indebtedness, including the Notes.                                              

    Messrs. McMullan, Fonseca, Boshoff, Tipton and Smith are employees of, and
will be compensated by, SCR which will provide substantially all management and 
general and administrative services to the Partnership for a fee of             
approximately $2.0 million plus 65.0% (estimated to be approximately $100,000)  
of SCR's overhead for 1998, subject to renegotiation annually for future years. 
SCR is engaged in the business of developing, commercializing and managing      
gaming and resort destinations, presently manages a destination in North Dakota 
and is preliminarily exploring potential projects elsewhere. SCR's parent, SCA, 
owns and manages a property in Colorado. Each of Messrs. McMullan, Fonseca,     
Boshoff, Tipton and Smith, as employees of SCR, currently are engaged, and in   
the future will engage, in the development and management of SCR's other        
businesses and properties. They will devote only as much of their time to the   
business of the Partnership as they, in their judgment, deem to be reasonably   
required, which will be less than their full time. These officers and directors 
may experience conflicts of interest in allocating management time, services and
functions among the Partnership and the various other business activities of    
SCR.                                                                            

COMPETITION                                                                     

Both the gaming and resort hotel industries are highly fragmented and 
characterized by a high degree of competition among a large number of           
participants. Many of the Partnership's competitors are much larger than the    
Partnership and have substantially greater resources. The Resort Casino will    
face competition from all other casinos and hotels in the Las Vegas area,       
including competitors that primarily target local residents and casinos and     
hotels located on the Strip, on the Boulder Highway and in downtown Las Vegas.  
The Resort Casino also will face competition from non-hotel gaming facilities   
that target local residents of Las Vegas. Several new hotel casinos either have 
recently opened or currently are under construction on the Strip, including     
Monte Carlo, a 3,000-room hotel casino which opened in June 1996; New York-New  
York, a 2,000-room hotel-casino which opened in January 1997; the Venetian, a   
3,000 room hotel casino, with plans to expand to 6,000 rooms which is expected  
to open in April 1999; and Bellagio, a 3,000-room hotel casino which is expected
to open during 1998. In addition, several new projects and expansions have been 
announced including Paris, Mandalay Bay, Lake Las Vegas, Mountain Spa, Ritz     
Carlton and Marriott Marquis at MGM Grand and the Aladdin, each of which may be 
completed within the next several years and would significantly increase the    
total number of hotel rooms and gaming capacity in Las Vegas and its environs.  
In addition, Coast Resorts has announced plans to build The Sundance Casino a   
short distance from the Resort Casino on Rampart Boulevard. The construction of 
new properties and the expansion or enhancement of existing properties by       
competitors may have a material adverse effect on the financial performance of  
the Partnership and the Issuers' ability to service the Indebtedness, including 
the Notes.                                                                      

  The Partnership holds rights of first offer (the "Right of First Offer")
granted by HHP with respect to four other potential gaming sites in Summerlin.  
The Partnership's ability to develop these sites is dependent upon numerous     
factors, including the timing of the receipt of a Right of First Offer, the     
financial condition of                                                          
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the Partnership, the ability of the Partnership to finance the development of   
the Resort Casino Site, and other factors, many of which are beyond control of  
the Partnership. Development of one or more of these sites by one or more       
competitors of the Partnership may have a material adverse effect on the        
financial condition of the Partnership and the Issuers' ability to service the  
Indebtedness, including the Notes.                                              

     The Partnership will also compete for gaming customers with casinos located
in the Laughlin and Reno-Lake Tahoe areas of Nevada; in Atlantic City, New      
Jersey; and in other parts of the world, including gaming on cruise ships and   
international gaming operations, as well as with state-sponsored lotteries, on- 
and off-track wagering, card parlors, riverboat, dockside, land-based and Native
American gaming ventures and other forms of legalized gaming in the United      
States. In addition, several states recently have legalized, and several other  
states are currently considering legalizing, casino gaming. The development of  
casino properties similar to those in Las Vegas in areas close to Nevada,       
particularly California and Arizona, may have a material adverse effect on the  
financial condition of the Partnership and the ability of the Issuers to service
the Indebtedness, including the Notes.                                          

POSSIBLE LEGISLATION                                                            

    In May 1996, a U.S. Senate committee established the Gambling Impact Study
Commission ("GISC") to conduct a comprehensive study of all matters relating to 
the impact of gaming in the United States. No later than 18 months after the    
enactment of such legislation, GISC was required to issue a report containing   
its findings and conclusions, together with recommendations for legislation and 
administrative actions. Any such recommendations, if enacted into law, could    
adversely impact the gaming industry and have a material adverse effect on the  
financial condition of the Partnership and the Issuers' ability to service the  
Indebtedness, including the Notes. As of the date of this Prospectus, GISC has  
not issued a report.                                                            

The Nevada legislature has, from time to time, considered imposing    
additional state taxes on all gaming establishments. Any material increase in   
taxes, or the imposition of any additional taxes or fees on the Partnership,    
could have a material adverse effect on the financial condition of the          
Partnership and the Issuers' ability to service the Indebtedness, including the 
Notes.                                                                          

REGENT INTERNATIONAL FRANCHISE                                                  

     The Partnership has entered into an agreement with Regent International, an
affiliate of the Carlson Hospitality group. Although Regent International plans 
on expanding into the U.S. market, it currently only has one franchisee in the  
U.S. and does not currently have significant brand name recognition             
domestically. Failure of Regent International to penetrate the U.S. market and  
obtain brand name recognition may have a material adverse effect on the         
financial condition of the Partnership and the Issuers' ability to service the  
Indebtedness, including the Notes.                                              

    The Partnership selected Regent International, in part, on the expectation
that the Hotels will receive five-star ratings by one or more rating            
organizations. Although Regent International hotels have been granted five-star 
ratings in the past, there can be no assurance that the Hotels will receive a   
five-star rating. The failure of the Hotels to obtain a five-star rating could  
have a material adverse effect on the financial condition of the Partnership and
the Issuers' ability to service the Indebtedness, including the Notes.          

CONTROL BY SIGNIFICANT STOCKHOLDER                                              

Upon consummation of the Exchange Offer, SCA will own 91.26% of the   
outstanding equity interests of the Partnership and 100.0% of the outstanding   
stock of RAS, the general partner of the Partnership, and will be able to       
control the affairs of RAS and the Partnership. SCA is controlled by Mr.        
Jecklin, the Chairman of the Board of RAS, through the Swiss Parent and certain 
voting arrangements that expire in 2004. By virtue of such ownership, SCA will  
have the power to direct the affairs of the Partnership and to determine the    
outcome of all matters required to be submitted to the limited partners of the  
Partnership for approval, including any amendments to the Agreement of Limited  
Partnership, as amended, of the Partnership (the "Partnership Agreement"). The  
interest of SCA as equity holders may differ from the interest of the Note      
Holders. See "-- Competition," "Certain Transactions" and "Ownership of         
Interests."                                                                     
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FRAUDULENT CONVEYANCES AND PREFERENTIAL TRANSFERS                               

The ability of the Note Holders to enforce the Notes or any Subsidiary
Guarantees may be limited by certain fraudulent conveyance and revocatory laws, 
which may be used by a court to avoid or subordinate the Notes or Subsidiary    
Guarantees. The requirements for establishing a fraudulent conveyance or        
revocatory transfer vary depending on the law of the jurisdiction being applied.
Generally, if under federal and certain state statutes in a bankruptcy,         
reorganization, rehabilitation or similar proceeding in respect of the Issuers  
or a Guarantor, or in a lawsuit by or on behalf of creditors against the Issuers
or a Guarantor, a court were to find that (i) the Issuers or the Guarantor      
incurred Indebtedness in connection with the Notes (including the Subsidiary    
Guarantee) with the intent of hindering, delaying or defrauding current or      
future creditors of the Issuers or the Guarantor, or (ii) the Issuers or the    
Guarantor received less than reasonably equivalent value or fair consideration  
for incurring the Indebtedness for the Notes (including the Subsidiary          
Guarantee) and the Issuers or the Guarantor (a) were insolvent at the time of   
the incurrence of the Indebtedness for the Notes (including the Subsidiary      
Guarantee), (b) were rendered insolvent by incurring the Indebtedness for the   
Notes (including the Subsidiary Guarantee), (c) were engaged or about to engage 
in a business or transaction for which its assets constituted unreasonably small
capital, or (d) were intended to incur, or believed that it would incur, debts  
beyond its ability to pay such debts as they matured, such court could void in  
whole or in part the obligations of the Issuers or the Guarantor in connection  
with the Notes (including the Subsidiary Guarantee) and/or subordinate claims of
the Note Holder (including the Subsidiary Guarantee) to all other debts of the  
Issuers or the Guarantor, including the Senior Indebtedness. If the obligations 
of the Issuers or a Guarantor for the Notes (including a Subsidiary Guarantee)  
were subordinated to all such debt, there can be no assurance that, after       
payment of the other debts of the Issuers or the Guarantor, there would be      
sufficient assets to pay such subordinated claims for the Notes or the          
Subsidiary Guarantee.                                                           

The measures of insolvency for purposes of the foregoing will vary    
depending upon the law of the jurisdiction being applied in any such proceeding.
Generally, however, an entity will be considered insolvent if the sum of its    
respective debts was greater than the fair saleable value of all of its property
at a fair valuation or if the present fair salable value of its assets is less  
than the amount that will be required to pay its probable liability on its      
existing debts, as they become absolute and matured.                            

If certain bankruptcy or insolvency proceedings were initiated by or  
against an Issuer or any Guarantor within 90 days after any payment by such     
Issuer or such Guarantor with respect to the Notes or a Subsidiary Guarantee,   
respectively, or after the issuance of any Subsidiary Guarantee, or if the      
Partnership or such Guarantor, as applicable, anticipated becoming insolvent at 
the time of such payment or issuance, all or a portion of such payment, or, in  
the case of the issuance of a Subsidiary Guarantee, such Subsidiary Guarantee,  
could be voided as a preferential transfer under federal bankruptcy or          
applicable state insolvency law, and the recipient of such payment could be     
required to return such payment.                                                

CHANGE OF CONTROL                                                               

    Upon the occurrence of a Change of Control, each Note Holder will have the
right to require the Issuers to repurchase for cash all or any part of such     
Holder's Notes for 101.0% of the principal amount thereof plus accrued and      
unpaid interest, if any, to the date of purchase. A Change of Control is (i) any
sale, lease, exchange or other transfer (collectively, a "Transfer") (in one    
transaction or a series of related transactions) of all or substantially all of 
the assets of the Partnership and its Subsidiaries; (ii) the adoption of a plan 
relating to the liquidation or dissolution of the Partnership; (iii) RAS ceasing
to be the sole General Partner of the Partnership; or (iv) the Existing Partners
failing to own in the aggregate, directly or indirectly, at least 50.0% of the  
General Partner.                                                                

If any amounts are owing under the Credit Facilities, at the time of a
Change of Control, the Issuers will be required to (i) repay in full all        
obligations under the Credit Facilities, (ii) offer to repay in full the Credit 
Facilities and repay the Credit Facilities to each lender who has accepted such 
offer, or (iii) obtain the consents of the lenders under the Credit Facilities  
to repurchase the Notes. The Issuers will be required to comply with the        
provisions described in the preceding sentence prior to complying with their    
obligations to repurchase Notes in the event of a Change of Control. The Credit 
Facilities lenders are not legally or                                           

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otherwise obligated to consent to a repurchase of the Notes by the Issuers      
following a Change of Control and may be entitled to withhold their consent to  
the repurchase of the Notes for any reason or for no reason. A Change of Control
could occur at a time when the Issuers are financially unable to repay the      
Credit Facilities and/or to repurchase the Notes. The Issuers have not          
established, and do not intend to establish, any reserves or sinking funds for  
the repayment of the Credit Facilities or the repurchase of the Notes following 
a Change of Control or otherwise and have not received a commitment from any    
lender to refinance the Indebtedness under the Credit Facilities or the Notes   
obligations in the event of a Change of Control or otherwise. The failure or    
inability of the Issuers to repay the Credit Facilities and/or repurchase the   
Notes following a Change of Control will constitute Events of Default under both
the Credit Facilities and the Indenture. See "Description of the Notes -- Change
of Control."                                                                    

ENVIRONMENTAL RISKS AND REGULATION                                              

     As is the case with any owner or operator of real property, the Partnership
is subject to a variety of federal, state and local governmental regulations    
relating to the use, storage, discharge, emission and disposal of hazardous     
materials. Failure to comply with environmental laws could result in the        
imposition of severe penalties or restrictions on operations by government      
agencies or courts of law which could adversely affect operations. The          
Partnership does not have environmental liability insurance to cover most such  
events, and the environmental liability insurance coverage it maintains to cover
certain events includes significant limitations and exclusions. In addition, if 
the Partnership discovers any significant environmental contamination affecting 
any of its properties, the Partnership could face material remediation costs or 
additional development costs for future expansion activities. See               
"Business -- Properties."                                                       

   Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real estate may be      
required to investigate and remediate hazardous or toxic substances or petroleum
product releases at such property and may be held liable to a governmental      
entity or to private parties for property damage and for investigation and      
remediation costs incurred by such parties in connection with the contamination.
Such laws typically impose remediation responsibility and liability without     
regard to whether the owner knew or caused the presence of the contaminants, and
the liability under such laws has been interpreted to be joint and several      
unless the harm is divisible and there is a reasonable basis for allocation of  
responsibility. The costs of investigation, remediation or removal of such      
substances may be substantial, and the presence of such substances, or the      
failure properly to remediate the contamination on such property, may adversely 
affect the owner's ability to sell or rent such property or to borrow using such
property as collateral. Persons who arrange for the disposal or treatment of    
hazardous or toxic substances at a disposal or treatment facility also may be   
liable for the costs of removal or remediation of hazardous or toxic substances 
at such disposal or treatment facility, whether or not such facility is owned or
operated by such person. In addition, some environmental laws create a lien on  
the contaminated site in favor of the government for damages and costs incurred 
in connection with the contamination. Finally, the owner of a site may be       
subject to common law claims by third parties for damages and costs resulting   
from environmental contamination emanating from such site.                      

  Certain federal, state and local laws, regulations and ordinances govern
the removal, encapsulation or disturbance of asbestos-containing materials      
("ACM") when such materials are in poor condition or in the event of            
construction, remodeling, renovation or demolition of a building. Such laws may 
impose liability for release of ACM and may permit third parties to seek        
recovery from owners or operators for personal injury resulting from ACM. In    
connection with its ownership and operation of the properties, the Partnership  
potentially may be liable for such costs.                                       

The Partnership is not aware of any environmental liability that the  
Partnership believes could have a material adverse effect on the Partnership's  
financial condition or the Issuers' ability to pay the Indebtedness, including  
the Notes. Nevertheless, it is possible that there are material environmental   
liabilities of which the Partnership is unaware. Moreover, there is no assurance
that (i) future laws, ordinances or regulations will not impose any material    
environmental liability or (ii) the current environmental condition of the      
Resort Casino Site or any future properties will not be affected by the         
condition of land or operations in the vicinity of the properties (such as the  
presence of underground storage tanks) or third parties unrelated to the        
Partnership.                                                                    
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     The Partnership has not been notified by any governmental authority, and is
not otherwise aware, of any material noncompliance, liability or claim relating 
to hazardous or toxic substances or petroleum products in connection with       
ownership of the Resort Casino Site.                                            

AMERICANS WITH DISABILITIES ACT COMPLIANCE                                      

Under the American with Disabilities Act (the "ADA") places of public 
accommodation or commercial facilities are required to meet certain federal     
requirements for access and use by disabled persons. Although the Partnership   
believes the Resort Casino Site is in material compliance with the ADA, the     
Partnership may incur additional costs in connection with ADA compliance in the 
future. Also, the ADA and other federal, state and local laws and regulations   
concerning access by disabled persons may require modifications to the          
Partnership's properties. Non-compliance with the ADA could result in the       
imposition of fines, awards of damages to private litigants or an order to      
correct non-compliance.                                                         

REDEMPTION AND/OR DISPOSAL OF NOTES PURSUANT TO REGULATORY REQUIREMENTS         

If a Holder or beneficial owner of a Note is required by any Gaming   
Authority to be found suitable, such Holder will be required to apply for a     
finding of suitability within 30 days after request of the Gaming Authority or  
such other time prescribed by the Gaming Authority. The applicant for a finding 
of suitability must pay all costs of the investigation for such finding of      
suitability. If a Holder or beneficial owner is required to be found suitable   
and is not found suitable by the Gaming Authority, such person may be required  
pursuant to the terms of the Notes or law to dispose of the Notes. If a Gaming  
Authority determines that a person is unsuitable to own the Notes, then the     
Issuers may be subject to sanctions, including the loss of their regulatory     
approvals, if, without the prior approval of the applicable Gaming Authority,   
they (i) pay to the unsuitable person any dividend, interest or any distribution
whatsoever, (ii) recognize any voting rights by the unsuitable person in        
connection with the Notes, (iii) pay the unsuitable person remuneration in any  
form, or (iv) make any payment to the unsuitable person by way of principal,    
redemption, conversion, exchange, liquidation or similar transaction. Further,  
if the Holder or beneficial owner of the Notes is required to be found suitable 
and is not found suitable by a Gaming Authority, (i) such person shall, upon    
request of the Issuers, dispose of the person's Notes within 30 days or within  
the time prescribed by such Gaming Authority, whichever is earlier (and if not  
so disposed of, the person is deemed to agree to be bound by the restrictions   
described in the previous sentence), or (ii) the Issuers may, at their option,  
redeem the person's Notes at the lesser of (a) the principal amount thereof, (b)
the fair market value of the Notes, or (c) the price at which the Notes were    
acquired by the person, in any case, without accrued and unpaid interest to the 
date of the finding of unsuitability by the Gaming Authority, unless payment of 
such interest is permitted by the Gaming Authority. See "Regulation and         
Licensing -- Nevada" and "Description of the Notes -- Optional Redemption --    
Regulatory Redemption."                                                         

ORIGINAL ISSUE DISCOUNT                                                         

    The Original Notes were issued with OID (the difference between the stated
redemption price at maturity of the Original Notes and the portion of the issue 
price of the Units allocable to the Original Notes) for U.S. federal income tax 
purposes. OID accrues from the Issue Date and generally will be includable as   
interest income in the U.S. Holder's gross income for U.S. federal income tax   
purposes in advance of the cash payments to which the income is attributable. If
a bankruptcy case is commenced by or against the Partnership under the United   
States Bankruptcy Code (the "Bankruptcy Code") after the issuance of the Notes, 
the claim of a Note Holder with respect to the principal amount thereof may be  
limited to an amount equal to the sum of (i) the initial offering price         
allocable to the Notes and (ii) the portion of OID which is not deemed to       
constitute "unmatured interest" for purposes of the Bankruptcy Code. Any OID    
that was not amortized as of the date of any such bankruptcy filing would       
constitute "unmatured interest." See "Certain U.S. Federal Income Tax           
Consequences."                                                                  

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ABSENCE OF PUBLIC MARKET; RESTRICTIONS ON TRANSFER                              

     The Original Notes were issued to, and, the Company believes, are currently
owned by, a relatively small number of beneficial owners. Prior to the Exchange 
Offer, there has not been any public market for the Original Notes. The Original
Notes have not been registered under the Securities Act and will be subject to  
restrictions on transferability to the extent that they are not exchanged for   
Exchange Notes by Holders who are entitled to participate in the Exchange Offer.
The Original Note Holders (other than any Holder that is an "affiliate" of the  
Company within the meaning of Rule 405 under the Securities Act) who are not    
eligible to participate in the Exchange Offer are entitled to certain           
registration rights, and the Company is required to file a Shelf Registration   
Statement for such Original Notes. The Exchange Notes will constitute a new     
issue of securities with no established trading market. The Company does not    
intend to list the Exchange Notes on any national securities exchange or seek   
the admission thereof to trading in the National Association of Securities      
Dealers Automated Quotation System. The Initial Purchaser has advised the       
Company that it currently intends to make a market in the Exchange Notes, but it
is not obligated to do so and may discontinue market making at any time. In     
addition, any market making activity will be subject to the limits imposed by   
the Securities Act and the Exchange Act and may be limited during the Exchange  
Offer and the pendency of any Shelf Registration Statement. No assurance can be 
given that an active public or other market will develop for the Exchange Notes 
or as to the liquidity of the trading market for the Exchange Notes. If a       
trading market does not develop or develops and is not maintained, Holders may  
experience difficulty in reselling the Exchange Notes or may be unable to sell  
them at all. Any market for the Exchange Notes which develops may be            
discontinued at any time.                                                       

    If a public trading market develops for the Exchange Notes, future trading
prices will depend on many factors including, among other things, prevailing    
interest rates, the Company's results of operations and the market for similar  
securities. Depending on these and other factors, the Exchange Notes may trade  
at a discount from their principal amount.                                      

CONSEQUENCES OF FAILURE TO EXCHANGE ORIGINAL NOTES                              

Original Note Holders who do not tender will remain subject to the    
restrictions on transfer of the Original Notes which were issued in a private   
transaction and were not registered under the Securities Act and applicable     
state securities laws. In general, the Original Notes may not be offered or sold
unless registered under the Securities Act and applicable state securities laws,
or pursuant to an exemption therefrom. The Company does not intend to register  
the Original Notes under the Securities Act. Any Original Note Holder who       
tenders in the Exchange Offer for the purpose of participating in a distribution
may be deemed to have received restricted securities and will be required to    
comply with the registration and prospectus delivery requirements of the        
Securities Act in connection with any resale. To the extent Original Notes are  
tendered and accepted in the Exchange Offer, the trading market, if any, for the
Original Notes not tendered could be adversely affected. See "The Exchange      
Offer."                                                                         

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USE OF PROCEEDS 

     There will be no cash proceeds payable to the Partnership from the issuance
of the Exchange Notes pursuant to the Exchange Offer. The proceeds from the 144A
Offering, together with the proceeds from the Mortgage Notes and equity         
contributions, are being used to construct, develop and equip the Resort Casino 
as described below:                                                             

                                                                · Download Table

                          USES                             $ IN MILLIONS
                          ----                             -------------
                                                                        
Land(1)..................................................     $ 17.8    
Construction Contract Costs(2)...........................      133.0    
FF&E, Gaming Equipment and MIS(3)........................       48.5    
Construction Soft Costs(4)...............................        9.8    
Net Working Capital(5)...................................        5.9    
Cash Interest and Fees, Net(6)...........................        0.3    
Licenses, Taxes and Fees.................................        7.8    
Pre-Opening Expenses.....................................       14.3    
Contingency and Construction Completion Reserves(7)......        4.4    
Interest in Escrow(8)....................................       12.4    
Transaction Fees and Expenses............................       13.3    
                                                              ------    
          Total Uses.....................................     $267.5    
                                                              ======    

---------------                                                                 

(1) Land acquisition cost paid in August 1996 was $16.6 million for the purchase
  of the 54.5 acre Resort Casino Site and option fees totalling $1.2 million
to obtain option rights with respect to the Option Parcel, which were   
  assigned to SCA prior to the completion of the 144A Offering. See "Certain
Transactions -- Option and Right of First Offer."                       

(2) The Partnership has executed the $133.0 million maximum amount Construction 
    Contract with J.A. Jones and the Construction Management Contract with Rider
Hunt.                                                                   

(3) The Partnership has the ability to lease up to $15.0 million of additional  
furniture, fixtures and equipment.                                      

(4) Construction soft costs consist principally of architectural, engineering   
and sewer and water connection fees.                                    

(5) Net working capital represents principally cash for the Resort Casino and   
four months prepaid gaming taxes.                                       

(6) The Resort Casino is scheduled to open in April 1999. "Cash Interest and    
  Fees, Net" equals the total of interest expense and commitment fees on the
Mortgage Notes, net of interest income.                                 

(7) Contingency and construction completion reserves represent principally cash 
   available for construction cost overruns, if any, in addition to other cost
overrun provisions.                                                     

(8) Interest in escrow represents principally five quarters of interest on the  
Mortgage Notes based on an estimated interest rate of 9.95%.            

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CAPITALIZATION

    The following table sets forth the capitalization of the Partnership as of
March 31, 1998 after the completion of the 144A Offering. This table should be  
read in conjunction with the financial statements and the notes thereto, "Use of
Proceeds," and "Management's Discussion and Analysis of Financial Condition and 
Results of Operations" appearing elsewhere in this Prospectus.                  

                                                                · Download Table

                                                       ACTUAL    AS ADJUSTED(1)
                                                       ------    --------------
                                                            (IN MILLIONS)      
                                                                               
Long-term debt:                                                                
  Mortgage Notes.....................................  $ 60.0        $100.0    
  Original Notes(2)..................................    94.2          94.2    
  Warrants(2)........................................     7.6           7.6    
                                                       ------        ------    
     Total long-term debt............................   161.8         201.8    

Partners' capital:                                                             
     Partners' contributed capital(3)................    65.8          65.8    
     Deficit accumulated during development stage....    (4.3)         (4.3)   
                                                       ------        ------    
          Total partnership interest.................    61.5          61.5    
                                                       ------        ------    
          Total capitalization.......................  $223.3        $263.3    
                                                       ======        ======    

---------------                                                                 

(1) Adjusted capitalization includes the remaining $40.0 million of Mortgage    
Notes commitment.                                                       

(2) Through June 15, 1999, interest is payable in arrears in either cash or by  
 issuing additional Notes. The Issuers expect to pay interest through June
15, 1999 by issuing additional Notes, which would increase the principal
  amount of the Notes to $120.8 million, assuming an interest rate of 13.0%.
For GAAP purposes the Partnership has allocated the $100.0 million of   
proceeds from the sale of the Units as follows (in millions):           

                                                                · Download Table
                                            
Original Notes......................   $94.1
Warrants............................     5.9
                                      ------
Total...............................  $100.0
                                      ======

    The $5.9 million of OID on the issue of the Original Notes will be amortized
    over the term of the Original Notes using the effective interest method. The
    Partnership accrues additional interest in connection with the Warrants. See
Note 2 to the Financial Statements.                                     

(3) The components of partners' contributed capital are (i) approximately $63.0 
  million in cash from SCA, and (ii) approximately $4.5 million in cash from
    other limited partners less (iii) $500,000 of licensing costs carried on the
   books of SCRN and (iv) $1.2 million of option payments assigned to SCA. See
"Certain Transactions -- Option and Right of First Offer."              

 Contributed capital of RAS at March 31, 1998 is $682,500 (actual and as
adjusted). RAS has no long-term debt.                                           

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SELECTED CONSOLIDATED FINANCIAL DATA

   The selected historical consolidated financial data set forth below as of
December 31, 1997 and December 31, 1996, for the year ended December 31, 1997,  
and for the period from inception through December 31, 1996, have been derived  
from the financial statements of RAS and the Partnership included elsewhere     
herein which have been audited by Ernst & Young LLP, independent auditors, and  
should be read in conjunction with those financial statements (including the    
notes thereto) and with "Management's Discussion and Analysis of Financial      
Condition and Results of Operations", all appearing elsewhere in this           
Prospectus. The statement of operations data for the three months ended March   
31, 1998 and March 31, 1997 and the selected balance sheet data as of March 31, 
1998 have been derived from the unaudited financial statements of RAS and the   
Partnership appearing elsewhere in this Prospectus which, in the opinion of     
management, reflect all adjustments (consisting solely of nominal recurring     
adjustments) necessary for a fair presentation. Results of operations for       
interim periods are not necessarily indicative of future or full year results.  

                                                        · Enlarge/Download Table

                                        THREE MONTHS ENDED MARCH 31,    YEAR ENDED DECEMBER 31,   
                                        -----------------------------  -------------------------- 
           RAS CONSOLIDATED                 1998            1997           1997          1996     
           ----------------             -------------   -------------  ------------   ----------- 
                                                                                                  
Statement of Operations Data:                                                                     
  Revenues............................. $         --    $         --   $         --   $        -- 
Costs and Expenses:                                                                               
  General and administrative...........      153,404           2,801        498,427        84,458 
  Depreciation and amortization........      519,524              --        113,312            -- 
Other Income (Expense):                                                                           
  Interest income......................    2,571,648              --         41,255            -- 
  Interest expense.....................   (5,481,349)             --        (48,346)           -- 
                                        ------------    ------------   ------------   ----------- 
Loss before limited partners'                                                                     
  interests............................   (3,582,629)         (2,801)      (618,830)      (84,458)
Limited partners' interests............   (3,546,803)         (2,773)      (608,145)      (83,613)
                                        ------------    ------------   ------------   ----------- 
Net loss............................... $    (35,826)   $        (28)  $    (10,685)  $      (845)
                                        ============    ============   ============   =========== 

                                                        · Enlarge/Download Table

                                                      MARCH 31,           DECEMBER 31,       
                                                     ------------  --------------------------
                                                         1998          1997          1996    
                                                     ------------  ------------   -----------
                                                                                             
Balance Sheet Data:                                                                          
  Cash and cash equivalents......................... $ 82,862,654  $175,491,628   $        --
  Short term investments............................   86,226,508            --            --
  Property and equipment, net.......................   33,389,085    20,871,112    17,154,547
  Total assets......................................  233,903,005   226,237,440    18,646,981
  Total current liabilities.........................   10,567,924     1,127,313            --
  Long-term debt, net of discount...................  154,188,650   154,131,067            --
  Warrants redeemable for partnership interest......    7,619,565     5,869,565            --
  Total liabilities.................................  172,376,139   161,127,945    18,146,826
  Total stockholder's equity........................      635,144       670,970       500,155
  Total liabilities, limited partners' interest and                                          
     stockholder's equity...........................  233,903,005   226,237,440    18,646,981

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                                                        · Enlarge/Download Table

                                                THREE MONTHS ENDED                              
                                                     MARCH 31,         YEAR ENDED DECEMBER 31,  
                                               ---------------------   ------------------------ 
               THE PARTNERSHIP                    1998        1997         1997          1996   
               ---------------                 -----------   -------   -------------   -------- 
                                                                                                
Statement of Operations Data:                                                                   
  Revenues.................................... $        --   $    --   $          --   $     -- 
Cost and Expenses:                                                                              
  General and administrative..................     153,404     2,801         493,885     84,458 
  Depreciation and amortization...............     519,524        --         113,312         -- 
Other Income (Expense):                                                                         
  Interest income.............................   2,571,648        --          41,255         -- 
  Interest expense............................  (5,481,349)       --         (48,346)        -- 
                                               -----------   -------   -------------   -------- 
Net loss...................................... $(3,582,629)  $(2,801)  $    (614,288)  $(84,458)
                                               ===========   =======   =============   ======== 

                                                        · Enlarge/Download Table

                                                      MARCH 31,           DECEMBER 31,       
                                                     ------------  --------------------------
                                                         1998          1997          1996    
                                                     ------------  ------------   -----------
                                                                                             
Balance Sheet Data:                                                                          
  Cash and cash equivalents......................... $ 82,858,686  $175,487,660   $        --
  Short term investments............................   86,226,508            --            --
  Property and equipment, net.......................   33,389,085    20,871,112    17,154,547
  Total assets......................................  233,899,037   226,233,472    18,645,981
  Total current liabilities.........................   10,566,914     1,126,303            --
  Long-term debt, net of discount...................  154,188,650   154,131,067            --
  Warrants redeemable for partnership interest......    7,619,565     5,869,565            --
  Total liabilities.................................  172,375,129   161,126,935            --
  Total partnership interest........................   61,523,908    65,106,537    18,645,981
  Total liabilities and partnership interest........  233,899,037   226,233,472    18,645,981

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

The following discussion of the financial condition and results of    
operations of the Partnership should be read in conjunction with the information
contained in the Financial Statements, including the notes thereto, and the     
other financial information appearing elsewhere in this Prospectus. The         
following discussion includes forward-looking statements that involve certain   
risks and uncertainties. See "Risk Factors."                                    

DEVELOPMENT ACTIVITIES                                                          

The Partnership is constructing, and will own and operate, the Resort 
Casino which is expected to include two luxury 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.

RESULTS OF OPERATIONS                                                           

     RAS was incorporated in Nevada in June 1996, and the Partnership was formed
in Nevada in August 1996. Because the Issuers are in the development stage and  
have had no significant operating results, the results of operations are not    
discussed. See the Financial Statements for the Issuers' historical results of  
operation.                                                                      

LIQUIDITY AND CAPITAL RESOURCES                                                 

As of March 31, 1998, approximately $64.2 million ($51.4 million as of
December 31, 1997) of the estimated total project cost of $267.5 million had    
been expended or incurred to fund construction and development of the Resort    
Casino. Of the costs incurred, approximately $32.2 million represents land,     
construction in progress and furniture, fixtures and equipment, 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 approximately $100.0 million, (ii) gross proceeds from 
the 144A Offering of approximately $100.0 million, and (iii) the Equity         
Contribution, which was fully funded prior to the closing date of the 144A      
Offering. See "Use of Proceeds" and "Description of the Notes." There were no   
changes in the Partnership's capital resources between December 31, 1997 and    
March 31, 1998.                                                                 

    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 may be   
made after the Issue Date pursuant to a maximum of four drawdowns (each a       
"Drawdown"), of at least $10.0 million each on a quarter end from March 31, 1998
through March 31, 1999. See "Certain Material Agreements -- Disbursement        
Agreement." 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 the Revolving Credit Facility
which will be available from the Commencement Date to March 31, 2004 (the       
"Maturity Date"). The Partnership may obtain additional sources of liquidity, if
necessary, including (i) up to $15.0 million of lease financing for furniture,  
fixtures and equipment and (ii) up to $5.0 million of unsecured debt.           

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) the 
Partnership's contingency and construction completion reserves of $4.4 million, 
(ii) the subordination of SCA's $3.0 million development fee and (iii) various  
insurance policies. See "Insurance Requirements."                               

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 Based on current cash balances and anticipated expenditures, management
estimates a cash balance upon opening of the Resort Casino of $26.0 million,    
comprised of (i) $1.7 million for casino bankroll; (ii) $200,000 for slot       
machine coin inventory; (iii) $12.4 million of Mortgage Notes interest escrow;  
(iv) $4.4 million of unspent project contingency and reserves; (v) a $6.7       
million general contractor retention; and (vi) $600,000 of construction and     
preopening payables.                                                            

     Beginning with the scheduled opening of the Resort Casino in April 1999 the
Issuers expect to fund their operations, capital requirements and debt service  
obligations from (i) operating cash flow; (ii) a forecasted cash balance upon   
opening of $26.0 million; (iii) additional indebtedness of up to $10.0 million  
under the Revolving Credit Facility; and (iv) any remaining financing permitted 
under the Credit Agreement and the Indenture. Such financing is subject to      
certain conditions, including completion of the Resort Casino. See "Risk        
Factors."                                                                       

    Management believes that forecasted cash balances, 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), the Partnership may seek, if         
necessary and to the extent permitted under the Mortgage Notes and the Notes,   
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 the Partnership and, if available, that the financing will be on
terms favorable to the Partnership. Finally, there can be no assurance that new 
business developments or other unforeseen events will not occur resulting in the
need to raise additional funds.                                                 

YEAR 2000 COMPLIANCE                                                            

    The Year 2000 issue is the result of computer programs being written using
two digit dates 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 system failures or    
miscalculations causing disruptions of operations, including, among other       
things, a temporary inability to process transactions or engage in similar      
business activities.                                                            

Due to the Issuers' current development stage status and lack of      
significant operations, management believes the cost of its Year 2000 compliance
program will not be material. The Issuers are currently operating computer      
systems purchased during the last two years and accordingly believe that these  
systems will not require significant modifications in order to achieve Year 2000
compliance. The Issuers are in the process of selecting computer operating      
systems for the Resort Casino and will obtain confirmation from the vendor that 
the systems are Year 2000 compliant prior to installation. Accordingly, it is   
not expected that the Issuers will incur significant amounts to modify the      
Resort Casino's systems for Year 2000 compliance. There can be no assurance that
the systems of other companies on which the Issuers may rely, such as vendors,  
will be properly converted before year 2000 or that failure to convert by       
another company will not have an adverse effect on the Issuers' operations.     

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BUSINESS
GENERAL                                                                         

  The Partnership plans to construct, own and operate the Resort Casino, a
Mediterranean-style luxury hotel, casino and spa complex, to be located         
approximately nine miles from the Strip and approximately a 20 minute drive from
McCarran International Airport. The Resort Casino Site is located at the gateway
to Summerlin, a 22,500-acre land development of HHP. The Resort Casino is       
designed to offer a complete range of amenities including two five-star hotels  
with a total of 476 rooms and 80 suites, a 50,000 square foot gaming facility, a
40,000 square foot state-of-the-art spa and fitness facility, up to eight       
restaurants of varied cuisine and an indoor/outdoor buffet, a 60,000 square foot
lifestyle complex, and a 50,000 square foot conference and banquet center. The  
Resort Casino presently has the right to reserve up to 50.0%, and may in the    
future exercise its option for the right to reserve up to 75.0%, of the tee     
times at the adjoining TPC Canyons, home to the Senior PGA Tour's Las Vegas     
Senior Classic, and the Resort Casino Site is located near eight additional golf
courses. Construction of the Resort Casino began in January 1998 with an opening
to the general public scheduled for April 1999.                                 

     RAS was incorporated in Nevada in June 1996, and the Partnership was formed
as a limited partnership in Nevada in August 1996. SCA is the owner of 91.26% of
the issued and outstanding Partnership interests and the sole owner of RAS. SCA 
is 99.0% owned in the aggregate by certain of its officers and directors. See   
"Management" and "Ownership of Interests." The executive offices of the Issuers 
are located at 1160 Town Center Drive, Suite 200, Las Vegas, Nevada 89134 and   
the telephone number is (702) 869-7000.                                         

BUSINESS AND MARKETING STRATEGY                                                 

     The Partnership's business and the goal of its marketing strategy is to (i)
create the Resort Casino as a premier off-Strip location with geographic        
exclusivity, (ii) deliver superior and market-unique resort amenities within the
local off-Strip market, (iii) target middle- to upper-income customers, (iv)    
capitalize on its marquee hotel flag and extensive travel network relationship, 
(v) carefully manage construction costs and risks with a proven design and build
team, and (vi) leverage management's track record and continuity.               

- CREATE A PREMIER OFF-STRIP LOCATION WITH GEOGRAPHIC EXCLUSIVITY. The
    Issuers believe that, at the time of its completion, the Resort Casino
     will to be the only luxury destination of its kind in the United States
      with gaming and nine golf courses within a five minute drive. The Resort
       Casino will be situated at the gateway to Summerlin which is projected by
      BBER to have a 1999 population base of 235,000 residents. Located at the
    intersection of Rampart Boulevard and Summerlin Parkway, two principal
     traffic arteries in northwest Las Vegas, the area is readily accessible
from most major points in the city including downtown Las Vegas   
   (approximately eight miles), the Strip (approximately nine miles) and
    McCarran International Airport (approximately 15 miles). Accessibility
 will be further enhanced by the planned connection of the Las Vegas
beltway to Summerlin Parkway by 2000.                             

 TPC Canyons is adjacent to the Resort Casino Site. Immediately to the
      south and east of the Resort Casino Site is the Angel Park Golf Club which
 includes two regulation 18-hole courses and an executive, 12-hole par
    three course. An additional five 18-hole public and private golf courses
    and one 27-hole public golf course are within a five minute drive of the
   Resort Casino Site. The Resort Casino will offer panoramic views of the
    adjoining golf courses as well as of Las Vegas and the Strip to the east
and the Red Rock Canyon National Park to the west.                  

     The Partnership has obtained the Right of First Offer from HHP to develop
    an additional four designated gaming sites in Summerlin which rights may
      be assigned to certain Unrestricted Subsidiaries in certain circumstances.
     See "Risk Factors -- Competition." Additionally, Nevada Senate Bill #208,
      enacted in July 1997, from which the Resort Casino and the additional four
   gaming sites subject to the Right of First Offer are exempt, limits the
development of casinos near residential neighborhoods, churches and 
schools, restricting entry by competitors into the market.          

  - DELIVER SUPERIOR RESORT AMENITIES. The Resort Casino is designed along
the lines of a Scottsdale- or Palm Springs-type facility with     
  Mediterranean-style architecture, intimate ambiance and strong focus

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     on service intended to create a lifestyle experience for its guests and
  offer visitors a haven from the pressures of daily life. The Issuers
   believe that this atmosphere generally is unavailable in Las Vegas or
       other gaming locales in the United States. The Resort Casino's two Hotels
      will feature 476 standard rooms and 80 suites. The Issuers believe that,
       at approximately 564 square feet, the Resort Casino's standard guest room
      will be among the most spacious in Las Vegas. The circular design casino
      will be situated at the hub of the Resort Casino and will feature 50,000
  square feet of gaming space, including 1,200 slot machines, 40 table
    games, a sports and race betting club and two salons prives for higher
      stake slots and table games. For golfers, the Resort Casino will be able
     to reserve up to 50.0%, and may in the future contract for the right to
   reserve up to 75.0%, of the tee times at TPC Canyons and will benefit
    from an additional 165 holes of golf within a five minute drive of the
     Resort Casino Site. The Resort Casino also will include a 40,000 square
   foot upscale spa and fitness facility with state-of-the-art equipment
      designed to the same standards as the award-winning Grand Wailea, Hawaii
      and Golden Door, California spa resorts. Guests will have various indoor
    and outdoor dining options including up to eight restaurants of varied
cuisine and a large, roof-deck buffet. The Resort Casino also will
  include a technologically advanced, flexible design business meeting
  center to cater to executive retreats and conferences. The Lifestyle
      Complex, which is designed to facilitate indoor and outdoor activity and
highlighted by terraces, fountains and pools, will link all the   
 components in the Resort Casino. The Lifestyle Complex will include
 gourmet food and wine shops, a cigar shop, a beauty salon and other
boutique outlets selected to encourage frequent visits by local   
residents.                                                        

    - TARGET MIDDLE- TO UPPER-INCOME CUSTOMER SEGMENTS. The Resort Casino will
     be specifically tailored to cater to the affluent, higher-end customer.
  The Issuers believe that the Resort Casino's Hotels and recreational
       amenities will appeal to customers from the following principal long-term
markets:                                                          

     The Captive Summerlin Market. The population within a five-mile radius of
     the Resort Casino Site, which encompasses Summerlin and other residential
neighborhoods in metropolitan Las Vegas, is estimated by BBER to be 
   approximately 223,000 and projected by BBER to grow to 235,000 by 1999.
     According to NSDO, the population of Clark County has grown approximately
 48.8% since 1990, and the population within a five-mile radius of the
Resort Casino Site is projected by BBER to continue growing at      
     approximately 5.0% per year. The median household income of approximately
    $47,500 for residents in this target market is approximately 21.8% above
     the Las Vegas median annual household income of approximately $39,000 and
     approximately 30.3% above the United States national average according to
BBER. The Partnership's goal is to position the Resort Casino as the
Summerlin residents' "country club."                                

     Middle- to Upper-Income Local Market. The Issuers believe this segment is
     characterized by a highly profitable, repeat clientele that has long been
     under-served by "local" casinos, and expect the Resort Casino will appeal
    strongly to the affluent local population, including the estimated 72.0%
      of adult Las Vegas residents who game an average of 51.31 times a year and
    spend an average of $51.44 (in 1995 dollars) per each visit according to
the LVCVA.                                                          

    Golfer/Gamer and Resort Vacationer. According to Simmons Market Research
    Bureau, approximately 1.9 million golfer/gamers visit Las Vegas at least
    once annually and 43.2% of golfer/gamers spend over $1,500 per trip. The
      Issuers believe the Resort Casino will represent the only gaming resort in
the United States in close proximity to two TPC and seven other golf
    courses. Additionally, the high levels of service and amenities expected
  to be provided by the Resort Casino will cater to resort table players
with gaming budgets from $5,000 to $250,000 per visit.              

 Local and Out-of-State Conferences and Banquets. The Resort Casino is
    expected to have one of the few high-tech business meeting facilities in
    Las Vegas catering to small- and mid-size conferences. Designed with the
      necessary services and amenities to cater to executive retreats, including
     ample parking, the Issuers believe that the Resort Casino will provide an
ideal setting for small- to mid-sized conferences and will have the 
capacity to host charity and social events for up to 1,100 people in
dinner seating.                                                     

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 - CAPITALIZE ON MARQUEE HOTEL FLAG AND TRAVEL NETWORK RELATIONSHIP. The
     Partnership has entered into an agreement with Regent International, an
  affiliate of the Carlson Hospitality group. The Regent International
      hotels are a group of luxury hotels concentrated around the Pacific Rim,
       with the Resort Casino representing its only property in Las Vegas. As of
       the date of this Prospectus, Regent International's only flagged property
       in the U.S. is the Regent Beverly Wilshire-Los Angeles. The Resort Casino
 will benefit from Regent's reservation network and Carlson Wagonlit
Travel, a national travel agency with no existing Las Vegas hotel 
affiliate.                                                        

- CAREFULLY MANAGE CONSTRUCTION COSTS AND RISKS WITH PROVEN DESIGN AND
  BUILD TEAM. RAS's management has a proven track record of resort and
  casino design, construction, development and operation including Sun
   International's Carousel in South Africa, and the Prairie Knights and
       Speaking Rock casinos in the United States. The Issuers have assembled an
     experienced project team. The Partnership has signed the $133.0 million
guaranteed maximum price Construction Contract with J.A. Jones, a 
 subsidiary of J.A. Jones, Inc., a national general contractor. J.A.
      Jones, Inc. is a subsidiary of Philipp Holzmann AG, a German contracting
   company, which is an affiliate of Deutsche Bank AG with several major
   projects to its credit, including the renovation of the West and East
 wings of the White House, the world's tallest buildings -- the Twin
       Towers of Kuala Lumpur -- and Sun International's Paradise Island Bahamas
     Phase II. A completion guaranty covering certain cost overruns has been
provided by J.A. Jones, Inc. The Resort Casino was designed by the
     Architect, a national casino design firm whose principal, Mr. Steelman,
   is the beneficial owner of a 5.0% limited partnership interest in the
   Partnership. The Architect's projects include work for, among others,
     Mirage Resorts, Caesars, Harrah's and Sun International. For the Resort
  Casino grounds, the Partnership has contracted with Lifescapes whose
      projects include The Mirage, Bellagio, Treasure Island and Jurassic Park
at Universal Studios. The Partnership has provided contingency and
   completion reserve funds of approximately $4.4 million (approximately
    3.3% of the Construction Contract maximum amount) and has subordinated
    the $3.0 million development fee of SCA, the 91.26% limited partner of
the Partnership and the parent of RAS, to the successful on-budget
completion of the Resort Casino.                                  

 - LEVERAGE MANAGEMENT TEAM TRACK RECORD AND CONTINUITY. The Partnership
 expects to leverage the gaming experience and track record of RAS's
       senior and middle management. RAS's senior management has a cumulative 75
     years of experience in the gaming and resort industry. Messrs. McMullan
    and Fonseca, the President and Chief Executive Officer and Senior Vice
    President Gaming Operations of RAS, respectively, have worked together
       for over 20 years. Mr. Boshoff, the Senior Vice President Slot Operations
     of RAS, has worked with Mr. McMullan and Mr. Fonesca for over 11 years.
    Messrs. McMullan, Fonseca and Boshoff each were previously employed by
   Sun International, an international casino group, and participated in
     designing, building and operating six casinos in South Africa including
  Sun International's Carousel. Mr. Tipton, the Senior Vice President,
    Chief Financial Officer and General Counsel of RAS, served in Colorado
Governor Roy Romer's cabinet as Executive Director of the Colorado
  Department of Revenue, during which time he successfully drafted and
implemented casino gaming legislation. The Partnership's middle   
management includes nine gaming and non-gaming professionals with 
 experience principally in the United States, the United Kingdom and
southern Africa. See "Management."                                

SWISS CASINOS OF AMERICA, INC.                                                  

    Based in Las Vegas, Nevada, SCA was formed in 1989 and is a majority-owned
(83.0%) subsidiary of the Swiss Parent which is owned by Mr. Jecklin, the       
Chairman of the Board of Directors of RAS, and his family. SCA was formed for   
the primary purpose of acquiring, developing and managing casino and resort     
properties in the United States. The Swiss Parent currently owns or operates 23 
gaming establishments, hotels, restaurants and other businesses throughout      
Europe, and leases and/or operates additional gaming establishments in the      
United States. The Swiss Parent is a leading gaming operator in Switzerland and 
also has gaming facilities in the Netherlands and Great Britain. As with the    
Swiss Parent, SCA's activities extend beyond the casino operations and include  
the management of hotels, restaurants, retail outlets, bars and live            
entertainment.                                                                  

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THE RESORT CASINO                                                               

Hotels                                                                      

     The Resort Casino is designed with two six-story hotels with a combined 556
guest rooms and suites (the "Hotels"). The Issuers believe it is critical to    
keep each Hotel small enough to retain the ambiance and service expected of a   
five-star operation. A full range of hotel services are anticipated, including  
business services, concierge and transportation services, 24-hour room service, 
spa and fitness facilities, dining and lounge offerings, laundry and valet      
services, state-of-the-art telecommunications systems, and luxury guest and bath
amenities. Examples of the Hotels' anticipated level of service include: (i)    
early morning coffee service in the lobby, available from room service and from 
an in-room coffee machine; (ii) bottled mineral water and towels available to   
joggers; (iii) pre-registration for VIP and all returning guests; (iv) 24-hour  
bellman, valet and reception coverage; (v) a currency exchange board; (vi)      
multi-lingual concierge; (vii) bonded, professional babysitting services; (viii)
messages delivered to room and printed on good stock in an envelope; (ix) voice 
mail; and (x) one-hour or overnight shoeshine, pressing and laundry.            

  The Issuers believe that the quality and size of the Hotel rooms will be
one of the most attractive features to its guests. The Hotel's standard guest   
room will be approximately 564 square feet, which the Issuers believe will make 
it among the most spacious in Las Vegas. The rooms are designed to offer resort 
guests the sense of comfort expected at a five-star resort and will be furnished
with quality bedding, king-size feather pillows, mini-bars, in-room safes,      
appropriate night stands and lighting, AM/FM clock radios, three two-line       
telephones, remote control cable television in an enclosed, built-in armoire,   
dressers, desk, chair and ottoman, a full-length mirror and artwork. Jogging    
maps and high quality publications will be provided. The guest rooms are        
expected to have marble and carpet floor coverings and will have synthetic      
plaster walls and wood wainscoting. The bathrooms will have a combination of    
ceramic tile and marble floors and synthetic plaster walls, with marble and     
ceramic tile walls in the separate whirlpool bath and shower stalls. The vanity 
will be marble and offer two sinks and a make-up area.                          

Gaming Operations                                                           

  Situated at the hub of the Resort Casino, the casino (the "Casino") will
emphasize comfort, space and informality, and consist of approximately 50,000   
square feet of gaming space, with 1,200 slot machines, 40 table games and a     
sports and race betting club. Two salons prives will offer higher stakes slots  
and table games in a more intimate setting. The Issuers believe that with one of
the lowest ratios of gaming positions per square foot in Las Vegas, the Casino  
will provide a gaming experience generally not available in the local market.   

    The Issuers believe that few casinos in the Las Vegas market that cater to
Las Vegas residents place a significant emphasis on table games. The Resort     
Casino's marketing efforts will emphasize its table game limits and credit      
facilities. Maximum bet limits will accommodate many of the local players who   
currently patronize the Strip due to the prevailing low maximum bet limits      
imposed by the other local casinos. The table operation will be marketed        
directly to local players and visitors with table gaming budgets from $5,000 to 
$250,000. The Issuers anticipate that the Resort Casino will extend credit to   
any customers who can establish creditworthiness, irrespective of whether they  
are residents or visitors.                                                      

Food and Beverage                                                           

Few restaurants are currently available within Summerlin and the      
neighboring communities. The Resort Casino will seek to target this market need 
by offering nine separate dining facilities and nine bars and lounges, including
several in the Lifestyle Complex. The largest dining facility is expected to be 
a 532-seat indoor/ outdoor buffet serving two meals daily on the second floor of
the Casino with panoramic views of the mountains, golf courses and city lights. 
The Resort Casino also will have eight other restaurants offering a variety of  
menus at many price points. Currently the Partnership has executed one lease for
a steak and seafood restaurant and plans to enter into at least four additional 
leases with different restaurant operators to operate restaurants at the Resort 
Casino serving Asian, French and Italian cuisines. See "Additional Material     
Agreements -- Restaurant Lease Agreements."                                     

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Lifestyle Complex                                                           

The 60,000 square foot Lifestyle Complex, which will tie together the 
Resort Casino's restaurants, shops and other entertainment areas, is designed to
facilitate indoor and outdoor activities with Mediterranean-themed terraces,    
fountains and pools. The Lifestyle Complex will target middle- to upper-income  
residents and is expected to include:                                           

                                                                · Download Table
                                                          
- Gift Shop                         - Cigar Shop          
- Florist                           - Gourmet Delicatessen
- Golf Pro Shop                     - Patisserie          
- Chocolatier                       - Ice Cream Parlor    
- Authentic Irish Pub               - Travel Agency       
- Wine Shop                         - Beauty Salon        

The Issuers expect the Resort Casino will provide live blues and jazz 
performances as well as other entertainment in the Lifestyle Complex.           

Executive Office, Conference and Banquet Complex                            

 For meetings and conferences, the Resort Casino will have 50,000 square
feet of dedicated conference room and meeting space available, outfitted with   
audio and visual support equipment. An on-site business center with a mix of    
small and large rooms will provide corporate travelers with access to the latest
technology including full service audio-visual equipment, computer terminals,   
laser printers, telephones, fax machines, online market updates and other       
business services. The office and conference complex is designed to support the 
Resort Casino's strategy of attracting out-of-state group business (such as     
corporate retreats and small conventions) as well as meetings of local          
residents. The Resort Casino will provide state-of-the-art audiovisual equipment
and a technician who will help executive conferees produce computer animated    
audio-visual presentations. The Issuers' goal is for the conference center to   
become the local venue of choice for charity events, company functions and      
weddings. The proximity to 183 holes of golf is expected to be a key additional 
element in the Resort Casino's attractiveness as a center for small meetings.   

Recreational Amenities                                                      

The Resort Casino's recreational facilities will include access to the
18-hole TPC Canyons golf course, a high-end spa facility, a fully equipped      
fitness center, walking trails and outdoor pools with lush landscaping. The     
Resort Casino anticipates offering local residents fee-paying memberships to the
spa, health club and pools.                                                     

       Golf. The Resort Casino will be associated with the highly rated, 18-hole
TPC Canyons golf course which currently hosts the Senior PGA Tour's Las Vegas   
Senior Classic. As part of a contractual agreement with the TPC Canyons, the    
Resort Casino will have the ability to control 50.0% of the available tee times 
for the next 99 years. At the Resort Casino's option, this percentage may be    
increased to 75.0%.                                                             

     TPC Canyons is one of 17 TPC clubs and courses nationwide. Home to numerous
PGA Tour and Senior PGA Tour events, the TPC network has a reputation for       
providing some of the finest golf facilities in the world. TPC Canyons was      
designed by and for PGA professionals in consultation with Raymond Floyd, one of
the world's top professional golfers. TPC Canyons is a stadium course, naturally
incorporated into the desert terrain with a variety of trees, elevation changes,
steep ravines and a canyon lake. With more than 60 tees, wide fairway landing   
areas and soft, rolling greens, the course appeals to players of all abilities. 
TPC Canyons also has a practice facility, realistic target greens and a complete
short game area with practice bunkers. In addition to the course and practice   
facility, TPC Canyons features a large clubhouse with a full-service grille     
offering breakfast, lunch and dinner, a full-service golf shop offering a       
complete line of apparel, equipment and TPC specialty items and fully equipped  
locker facilities.                                                              

     To the north of the Resort Casino is the TPC Summerlin championship course,
home to the PGA Tour's annual Las Vegas Invitational and the site of Tiger      
Woods' first PGA tour victory. TPC Summerlin is a                               

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private club that will be accessible to the Resort Casino's best customers as   
guests of the Partnership. Moreover, for those golfers desiring a variety of    
course offerings during their stay in Las Vegas, an additional 48 holes of golf 
are available at Angel Park including a lighted 12-hole par three course. Five  
other public and private 18-hole courses and one 27-hole public course are      
located within a five minute drive of the Resort Casino Site.                   

 In total, guests of the Resort Casino will be in close proximity to the
following courses:                                                              

LAS VEGAS GOLF COURSES
(IMMEDIATE AREAS OF THE RESORT CASINO)

                                                        · Enlarge/Download Table

                    COURSE NAME                              LOCATION           HOLES
                    -----------                              --------           -----
                                                                                     
TPC Canyons........................................ Adjoining                     18 
TPC Summerlin...................................... Immediately North             18 
Angel Park......................................... Immediately South and East    36 
Angel Park (Executive)............................. Immediately South and East    12 
Badlands...........................................  1/2 Mile South               27 
Palm Valley........................................ Sun City                      18 
Highland Falls..................................... Sun City                      18 
Eagle Crest........................................ Sun City                      18 
Canyon Gate Country Club........................... 2 Miles South                 18 
                                                                                 --- 
          TOTAL HOLES..............................                              183 

  Superior Spa and Fitness Center. The Resort Casino will contain a 40,000
square foot superior spa, salon and fitness center, which the Issuers believe   
will be one of the largest and best equipped in Las Vegas. Resort Casino guests 
and members will have access to facilities including locker rooms, showers,     
steam room, sauna, whirlpool and specialty baths, and a cascading waterfall     
shower. The spa is expected to offer a variety of treatments, including facials 
(European, Glycolic, Moor Mud, Fango, Teen, Back, and Summerlin Spa Deluxe,     
among others), massages from around the world (Swedish, Shiatsu, Sports, Reiki, 
etc.), body treatments including mud wraps, seaweed wraps, aromatherapy oil     
wraps, body scrubs and polishes, and honey steam wraps, watsu pool, and         
traditional Indian Ayurvedic treatments.                                        

 The salon will provide hair care services including cuts, conditioning,
coloring, weaves, braids, and bridal services. The salon also will offer        
manicures, pedicures, make-up and waxing. The spa's boutique will sell fitness  
attire, Resort Casino logo wear, hydrotherapy bath products, massage and        
aromatherapy oils, and skin care products.                                      

The fitness center will contain state-of-the-art workout equipment    
including Gravitrons, Stairmasters, treadmills, rowing machines and Lifecycles; 
an aerobics studio; and a full range of weight training equipment. The fitness  
center will be staffed with certified personal fitness trainers, aerobics, step,
toning, stretch and yoga instructors.                                           

    Gardens and Swimming Pool. The Resort Casino is expected to have an 11,000
square foot outdoor pool and a children's pool. The pool area will offer Resort 
Casino guests and members lush landscaping in a tropical setting. Food and      
drinks as well as towels and other services will be available poolside. Thirteen
pool cabanas will be available on a fee basis for added privacy and a putting   
green and lounge will be adjacent to the pool area. Several acres of elaborate  
landscaping, water features and walking paths will be incorporated throughout   
the Resort Casino Site.                                                         

PARKING AND TRANSPORTATION                                                      

The Resort Casino will have parking sufficient to accommodate both    
out-of-town and local guests. A four-level covered parking structure will       
provide parking for approximately 1,000 vehicles with surface parking provided  
for an additional 1,550 vehicles. Resort Casino guests and visitors will have   
the option of either                                                            

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self-parking or using a complimentary valet service. The Resort Casino will     
provide transportation for VIP guests to and from the airport and shuttles and  
limousines to the Strip and popular shows.                                      

FUTURE SITES AND DEVELOPMENT                                                    

    The Resort at Summerlin is located at the only approved gaming site in the
portion of Summerlin known as Summerlin North. The Partnership has obtained the 
Right of First Offer from HHP for future development on the four approved gaming
sites in Summerlin South and West which rights, in certain circumstances, may be
assigned to an affiliate of SCA in exchange for an equity interest in such      
affiliate. Development of Summerlin South began in 1997, and Summerlin West is  
anticipated to be developed over the next five to 10 years. The Issuers believe 
this geographic exclusivity enhances the Partnership's future prospects in the  
Las Vegas market that will give the Resort Casino a sustainable competitive     
advantage. See "Risk Factors -- Competition." Moreover, recently enacted Nevada 
legislation, from which the Resort Casino and the additional four Summerlin     
gaming sites subject to the Right of First Offer are exempt, limits the         
development of casinos near residential neighborhoods, churches and schools and 
will restrict further the ability of new casinos to enter the Partnership's     
targeted market. This legislation prohibits new casino development within 500   
feet of a residential area or within 1,500 feet of a church or school. This     
legislation also requires clear and convincing evidence that a proposed casino  
will not adversely affect residential areas, schools or churches located within 
2,500 feet. Casino sites in master-planned communities that had been previously 
zoned and approved for casino development at the time the legislation became law
are exempted from these requirements under Nevada Senate Bill #208. Examples of 
such sites are the four additional sites subject to the Right of First Offer in 
Summerlin West and Summerlin South as well as Coast Resorts' Sundance casino    
site in close proximity to the Resort Casino Site. In addition, Nevada Senate   
Bill #208 imposed a time certain deadline for receipt of governmental approvals 
for certain other proposed casino development in neighborhood areas not         
otherwise exempted by terms of the legislation.                                 

CONSTRUCTION SCHEDULE AND BUDGET                                                

  Construction of the Resort Casino began in January 1998 with a scheduled
completion in April 1999.                                                       

DESIGN AND CONSTRUCTION TEAM                                                    

    The Issuers have assembled what they believe to be a highly qualified team
of specialists to design and construct the Resort Casino.                       

General Contractor                                                          

J.A. Jones, the construction manager for the Resort Casino, is a      
wholly-owned subsidiary of J.A. Jones, Inc., one of the nation's leading general
contractors. Founded in 1890, J.A. Jones, Inc. is a wholly-owned subsidiary of  
Philipp Holzmann AG, a European contractor. J.A. Jones, Inc.'s portfolio of     
completed projects include: (i) the renovation of the East Wing and West Wing of
The White House; (ii) the world's tallest buildings, the "Twin Towers" of Kuala 
Lumpur; (iii) the Ritz Carlton in Naples, Florida; (iv) the Four Seasons Hotel  
in Chicago, Illinois; (v) the Galleria Shopping Mall in Dallas, Texas; (vi) the 
Federal Triangle Building in Washington, DC; and (vii) the AT&T Building in New 
York, New York. Current projects include (a) the U.S. Federal Courthouse in Las 
Vegas, Nevada, and (b) Sun International's Atlantis Casino Resort Phase II in   
Paradise Island, Bahamas. The Partnership has contracted with Rider Hunt to     
provide certain administrative services related to the Construction Contract,   
including development of cash flow reports and forecasts; advising of variations
between actual and budgeted costs; in consultation with the Partnership and the 
Architect, rejecting work not in conformity with the Construction Contract;     
preparing valuations of amounts due the respective contractors; and recording   
the progress of construction of the Resort Casino. Rider Hunt is not authorized 
to approve significant change orders under the Construction Contract.           

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Architect                                                                   

Paul Steelman, Ltd., an architectural firm specializing in casino     
entertainment design, is the Architect for the Resort Casino. Mr. Steelman, who 
founded the firm in 1987 after having worked with Mirage Resorts for nine years,
is the beneficial owner of a 5.0% limited partnership interest in the           
Partnership. In the last 30 months, the Architect has overseen the design of    
over 20 gaming entertainment resorts that include, among others: The Mirage,    
Caesars Palace (renovation), The MGM Theme Park, Harrah's (renovations) and     
Caesars Magical Empire, Las Vegas, Nevada; Sun City, Bophuthatswana; Harrah's   
Tunica, Sheraton Tunica, Lady Luck Coahoma and Harrah's Vicksburg's,            
Mississippi; Harrah's Ak-Chin, Arizona; Treasure Chest and Harrah's Shreve Star,
Louisiana; Lady Luck Bettendorf, Iowa; Sheraton, Lima, Peru; Jackpot Casino,    
Casino Thun and Casino, Locarno, Switzerland; Sheraton Halifax and Sheraton     
Sydney, Canada; Casino Riviera, Cannes, France; Speaking Rock, Texas; Dover     
Downs Video Lottery, Delaware; Harrah's Skagit Valley, Washington; and Prairie  
Knights, North Dakota.                                                          

Landscape Architect                                                         

    The Architect has retained Lifescapes, a national gaming and entertainment
landscape architectural firm. Lifescapes focuses on quality in landscape design 
while taking into account environmental and conservation concerns. The following
representative projects have either been completed or are in process by         
Lifescapes: The Mirage, Bellagio, Treasure Island, South Coast Village, Shadow  
Creek Golf Course, Luxor Hotel, Las Vegas Strip Landscape Beautification        
Project, Canyon Gate, Showcase Entertainment Complex, and Peccole Ranch,        
Queensridge, Las Vegas, Nevada; Beau Rivage Biloxi, Mississippi; South Coast    
Plaza Renovation Work, Newport Beach, Jurassic Park-The Ride, Hollywood, Sea    
World, San Diego, Shamu Stadium, San Diego, and Knott's Berry Farm, Buena Park, 
California; Players Island, Lake Charles, Louisiana; Entertainment Mall 7 & 8,  
Bangkok, Thailand; Players Island, Maryland Heights, Missouri; and the Rain     
Forest Cafe, Woodfield Mall, Chicago, Illinois.                                 

PROPERTIES                                                                      

The Partnership acquired the Resort Casino Site at the intersection of
Summerlin Parkway and Rampart Boulevard in Las Vegas, Nevada in August 1996 for 
approximately $16.6 million. The Partnership maintains two offices: (i)         
Corporate Office at 1160 Town Center Drive, Suite 200 Las Vegas, Nevada 89134   
and (ii) Development Office at 3330 West Desert Inn Road, Unit 5, Las Vegas,    
Nevada 89102. The respective telephone numbers are (702) 869-7000 and (702)     
869-7500.                                                                       

EMPLOYEES                                                                       

The Partnership anticipates that it will directly employ approximately
1,600 employees in connection with the Resort Casino. The Partnership will be   
required to undertake a major recruiting and training program prior to the      
opening of the Resort Casino at a time when other major new facilities may be   
approaching completion and also recruiting employees. The Partnership believes  
that it will be able to attract and retain a sufficient number of qualified     
individuals to operate the Resort Casino.                                       

LITIGATION                                                                      

The Issuers are not currently parties to any claims or legal actions. 

ENVIRONMENTAL MATTERS                                                           

   The Partnership's operations and properties are subject to a wide variety
of increasingly complex and stringent environmental laws. The Issuers believe   
their operations and properties are in compliance in all material respects with 
environmental laws. Based upon its experience to date, the Issuers believe that 
the future cost of compliance with and liability under existing environmental   
laws will not have a material adverse effect on the financial condition of the  
Partnership and the Issuers' ability to service the Indebtedness, including the 
Notes. There can be no assurance, however, that this will be the case. See "Risk
Factors -- Environmental Risks and Regulation."                                 
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LAS VEGAS MARKET AND INDUSTRY 
BACKGROUND INFORMATION                                                          

     Las Vegas is the oldest and largest gaming market in the United States. The
Las Vegas metro area gaming market is divided into four geographic sectors: the 
Downtown, Strip, North Las Vegas and Boulder Strip areas. The Strip is the      
location of approximately 40 casinos, including Las Vegas' largest and newest   
mega-casinos. The Downtown area includes 18 casinos on and near Fremont Street  
in old Las Vegas. The oldest of these include Binion's Horseshoe, Sam Boyd's    
Fremont, the Four Queens, Fitzgeralds and the Golden Nugget. The Boulder Strip  
features suburban casinos, which are primarily low- and middle-market           
facilities. The largest properties include Boulder Station, Sam's Town and the  
Showboat, with Sunset Station further south near the residential areas of       
Henderson and Green Valley. This market is comprised largely of local residents 
and their guests. North Las Vegas similarly caters to middle-market locals with 
some planned upscale local and tourist venues. The largest properties currently 
operating in this area are the Fiesta, Santa Fe, Arizona Charlie's and Texas    
Station.                                                                        

    New development in Las Vegas is occurring primarily on the Strip. The last
three major casinos to open in the Strip area were the Monte Carlo, Stratosphere
and New York-New York. Bellagio is expected to open in late 1998 and will be    
followed in 1999 by Mandalay Bay, Paris, the new Aladdin, the Venetian and      
Planet Hollywood. In addition to this development, existing properties on the   
Strip are undergoing substantial renovation and improvement to upgrade          
facilities and increase hotel and gaming capacity. Apart from expansion of      
existing properties, the only new developments announced in the vicinity of the 
Resort Casino Site are Cactus Kate's (one block northwest of the Fiesta) and The
Sundance Casino (at the intersection of Rampart and Alta), both of which are    
expected to open after 1999.                                                    

LAS VEGAS OCCUPANCY AND VISITATION STATISTICS                                   

   According to the LVCVA, in 1996 there were a total of 29,636,361 visitors
to Las Vegas, a 2.2% increase over 1995, when Las Vegas welcomed 29,002,122     
visitors and the greatest yearly increase experienced in the last five years    
occurred between 1993 and 1994, when visitation grew by approximately 19.9%.    
According to the LVCVA, approximately 44.0% of visitors to Las Vegas currently  
arrive by air, up from 30.1% in 1970. The city is served by McCarran            
International Airport, which has grown substantially over the last several      
decades to keep pace with visitor demand generated by the gaming and lodging    
market. The airport serves more than 20 scheduled air carriers and 19 charter   
service airlines.                                                               

   According to the LVCVA, in 1996, McCarran International Airport hosted an
average of 84,000 passengers daily. In addition, Federal Aviation Authority and 
county officials projected that the annual number of passengers could increase  
from approximately 30.3 million in 1996 to approximately 38.7 million in 2000. A
$500.0 million expansion project is under way at McCarran International Airport 
to handle the increasing volume of air passengers. The project includes capacity
for up to 60 new gates, installation of an automatic transit system (people     
mover) and expansion of the baggage claim area, runways and the north ticketing 
lobby. When the project is completed, it will increase parking by 87.0%, gates  
by 53.0%, baggage claim areas by 25.0%, ticket counters by 25.0% and main       
carrier runways by 15.0%.                                                       

                                                        · Enlarge/Download Table

                                                                                     TOTAL          
                    TOTAL             NUMBER OF           OCCUPANCY %    AVERAGE   NUMBER OF        
                   NUMBER      %    HOTEL & MOTEL   %    -------------   NUMBER     AIRLINE     %   
     YEAR        OF VISITORS  CHG.      ROOMS      CHG.  HOTEL   MOTEL  OF NIGHTS  PASSENGERS  CHG. 
---------------  -----------  ----  -------------  ----  -----   -----  ---------  ----------  ---- 
                                                                                                    
     1985        14,194,189   N/A      53,067      N/A   N/A     N/A     N/A       10,924,047  N/A  
     1986        15,196,284   7.1%     56,494      6.5%  86.3%   70.9%   3.9       12,428,748  13.8%
     1987        16,216,102   6.7      58,474      3.5   87.0    74.0    4.0       15,582,302  25.4 
     1988        17,199,808   6.1      61,394      5.0   89.3    73.7    3.6       16,231,199  4.2  
     1989        18,129,684   5.4      67,391      9.8   89.8    72.5    3.3       17,106,948  5.4  
     1990        20,954,420   15.6     73,730      9.4   89.1    69.8    3.0       19,089,684  11.6 
     1991        21,315,116   1.7      76,879      4.3   85.2    62.6    3.1       20,171,969  5.7  

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                                                        · Enlarge/Download Table

                                                                                      TOTAL         
                    TOTAL             NUMBER OF            OCCUPANCY %    AVERAGE   NUMBER OF       
                   NUMBER      %    HOTEL & MOTEL   %     -------------   NUMBER     AIRLINE     %  
     YEAR        OF VISITORS  CHG.      ROOMS      CHG.   HOTEL   MOTEL  OF NIGHTS  PASSENGERS  CHG.
---------------  -----------  ----  -------------  ----   -----   -----  ---------  ----------  ----
                                                                                                    
     1992        21,886,865   2.7      76,523      (0.5)  88.8    66.1    3.3       20,912,585  3.7 
     1993        23,522,593   7.5      86,053      12.5   92.6    69.7    3.1       22,492,156  7.6 
     1994        28,214,362   19.9     88,560      2.9    92.6    73.2    3.1       26,850,486  19.4
     1995        29,002,122   2.8      90,046      1.7    91.4    72.4    3.5       28,027,239  4.4 
     1996        29,636,361   2.2      99,072      10.0   93.4    75.7    3.7       30,459,965  8.7 
   % Change          108.8%             86.7%                                           178.8%      
Compound Annual                                                                                     
  Growth Rate          6.9%              5.8%                                             9.8%      

---------------                                                                 

Data Source: LVCVA.                                                             

LAS VEGAS GAMING SUMMARY                                                        

  According to the 1995-96 Visitor Profile Study by the LVCVA, the typical
Las Vegas visitor is married, employed, college educated, from the West, 40     
years or older, and with a household income of $40,000 or more. According to the
LVCVA the percentage of tourists who game decreased from 92.0% to 87.0% between 
1994 and 1996, and gaming tourists are spending somewhat less on gaming as a    
percentage of total spending, and more on non-gaming entertainment and lodging, 
but total revenues continue to grow. According to the LVCVA the average gaming  
budget per visitor per trip has increased from approximately $431 in 1991 to    
more than $580 in 1996, the average gaming duration has gone from almost five   
hours in 1990 to just over four hours in 1996, and 72.0% of adult Clark County  
residents game at least occasionally. According to BBER in 1996 the Las Vegas   
metro area had a total population of 998,758, of whom 70.8% (707,548) were      
adults and 505,897 were casino gamers. According to the LVCVA Las Vegas         
residents who game do so, on average, just over once per week and 54.0% game at 
least once a week. The 1995-1996 LVCVA study indicates an average of 51.31      
visits per year among locals, up from 48.58 in the 1993-94 study.               

According to the 1995-96 LVCVA study, approximately 44.0% of local    
residents game at off-Strip casinos.                                            

  In terms of gaming spend, the LVCVA arrived at a mean spend per visit of
$51.44 (in 1995 dollars). This estimate is lower than the LVCVA's 1993-94       
estimate of $58.23 as residents appear to be visiting casinos more often but    
spending less per visit. The increased emphasis on non-gaming amenities also may
have contributed to this trend.                                                 

THE LAS VEGAS "LOCALS" MARKET AND LOCAL COMPETITION                             

  Las Vegas is one of the fastest growing cities in the United States. The
current rate of immigration is approximately 4,000 people per month. Clark      
County's population has grown from 463,087 in 1980 to approximately 1.1 million 
in 1996 and is projected to exceed 2.0 million in 2010, according to the NSDO.  
The Issuers believe that as major new Strip properties are built and opened over
the next several years, the resulting employment is likely to fuel further      
population growth in suburban Las Vegas.                                        

    In the past eight years, a number of new residential developments aimed at
the local market have appeared. Much of this growth is situated on the Boulder  
Highway (Sam's Town, Boulder Station), Rancho Drive (Texas Station, Fiesta) and 
immediately west of I-15 and the Strip (Rio, Palace Station, The Orleans and    
Gold Coast).                                                                    

    Of the casinos in the local market that opened prior to December 1996, the
Issuers believe that none, with the exception of the Rio, has followed the lead 
of the Mirage and attempted to position itself at the quality end of the market.
Essentially all of these new properties have repeated the same formula: standard

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rooms with economy class furnishings, dark interiors in the casino, low limits, 
predominantly video poker and discounted food. In addition, amenities are       
targeted toward lower- to middle-income clientele.                              

THE GOLFER/GAMER MARKET                                                         

    In 1995, the total United States market for golfer/gamers was estimated to
be approximately 5.9 million and, of the destinations visited, six states       
accounted for more than half of the visits, according to Simmons Market Research
Bureau. Nevada had the largest share with approximately 16.8% of total          
golfer/gamer visits. Approximately 90.0% of golfer/gamers travel in a party of  
two or more, and 32.5% have visited Las Vegas during the last twelve months.    

  The Issuers believe very few of the existing Las Vegas properties have a
competitive product in this segment of the market. Only the Desert Inn and the  
Las Vegas Hilton have a golf course adjacent to their properties. In the future,
the proposed development of the Lake Las Vegas complex could create a           
significant competitor in the market. However, the Issuers believe that the     
Resort Casino will have the advantage of being first to the market with its     
product, it will be associated directly with a TPC course which is host to a    
nationally televised tournament, and 183 holes of golf are within a five minute 
drive of the Resort Casino Site. The Resort Casino Site also is only about 20   
minutes from McCarran International Airport and 15 minutes from the Strip. From 
the PGA Tour and Senior PGA Tour events, the Summerlin name enjoys a degree of  
recognition in the United States among the golfing community which, the Issuers 
believe, will benefit the Resort Casino.                                        

   At present, those resorts in the southwestern United States which offer a
competitive product for the golfer, but are situated outside Nevada, are unable 
to offer the gaming attractions which will be available at the Resort Casino.   
Arizona and California have a limited number of casinos on Indian reservations, 
but the Issuers believe that there are problems with the location of these      
casinos and in neither state is it possible to offer the full service gaming    
product which is available in Nevada. The Issuers believe that the Resort Casino
is in a good position with regard to its market, a position that Issuers believe
will enable it to charge premium rates and attract more affluent customers.     

REGULATION AND LICENSING

NEVADA                                                                          

The ownership and operation of casino gaming facilities in Nevada are 
subject to the Nevada Act, various local regulations and the licensing and      
regulatory control of the Nevada Gaming Authorities.                            

The laws, regulations and supervisory procedures of the Nevada Gaming 
Authorities are based upon declarations of public policy which are concerned    
with, among other things: (i) the prevention of unsavory or unsuitable persons  
from having a direct or indirect involvement with gaming at any time or in any  
capacity; (ii) the establishment and maintenance of responsible accounting      
practices and procedures; (iii) the maintenance of effective controls over the  
financial practices of Licensees, including the establishment of minimum        
procedures for internal fiscal affairs and the safeguarding of assets and       
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and 
fraudulent practices; and (v) providing a source of state and local revenues    
though taxation and licensing fees. Change in such laws, regulations and        
procedures could have a material adverse effect on the financial condition of   
the Partnership and the Issuers' ability to service the Indebtedness, including 
the Notes.                                                                      

The Partnership will be required to be licensed by the Nevada Gaming  
Authorities. Gaming Licenses require the periodic payment of fees and taxes and 
are not transferable. Once registered by the Nevada Commission as Registered    
Companies, the Issuers will be required periodically to submit detailed         
financial and operating reports to the Nevada Commission and furnish any other  
information which the Nevada Commission may require. No person may be a partner 
of, or receive any percentage of profits from, the Partnership without first    
obtaining licenses and approvals from the Nevada Gaming Authorities ("Gaming    
Approvals").                                                                    

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   In connection with the licensing and registration of the Partnership, RAS
will be required to be registered and found suitable as an intermediary company 
of the Partnership and as a Registered Company and/or licensed as the general   
partner. In connection with the registration of RAS as an intermediary company  
and/or licensure as the general partner, each direct and indirect owner of RAS, 
including without limitation, SCA, the Swiss Parent and their respective owners 
(collectively, the "RAS Owners") will be required to obtain from the Nevada     
Gaming Authorities the applicable Gaming Approvals.                             

    Upon the effectiveness of the Exchange Offer, the Partnership and RAS each
will be a "publicly traded corporation" as defined in the Nevada Act. In order  
to receive a Gaming License as a publicly traded corporation, the Partnership   
must be exempted by the Nevada Commission from a prohibition in the Nevada Act  
which makes Registered Companies ineligible to apply for or hold a Gaming       
License. The Nevada Commission has exempted Registered Companies from this      
provision in the past and has granted gaming licenses to publicly traded        
corporations. The Partnership intends to apply for the Exemption in connection  
with its application for a Gaming License. In connection with licensing and     
receipt of the Exemption, RAS and the Partnership each also will be required to 
be registered by the Nevada Commission as a Registered Company. The following   
regulatory requirements will be applicable to the Partnership and RAS upon their
receipt of all necessary Gaming Approvals from the Nevada Gaming Authorities. If
Warrant Co. also becomes registered by the Nevada Commission as a Registered    
Company, the regulatory requirements will become applicable to Warrant Co. The  
Partnership, RAS and the RAS Owners have not yet obtained from the Nevada Gaming
Authorities the Gaming Approvals required in order for the Partnership to       
conduct gaming operations at the Resort Casino, and there can be no assurance   
that such Gaming Approvals will be obtained, or that they will be obtained on a 
timely basis. There can also be no assurance that the Partnership's officers,   
partners and key employees will obtain Gaming Approvals from the Nevada Gaming  
Authorities. The failure of either of the Issuers and their officers, partners, 
directors, stockholders and key employees to obtain Gaming Approval would have a
material adverse effect on the Partnership's financial condition and the        
Issuers' ability to service the Indebtedness, including the Notes.              

   As a Registered Company, the Partnership will be required periodically to
submit detailed financial information and operating reports to the Nevada       
Commission and furnish any other information that the Nevada Commission may     
require. No person may become a partner of, or receive any percentage of profits
from, a Licensee without first obtaining licenses and approvals from the Nevada 
Gaming Authorities.                                                             

The Nevada Gaming Authorities may investigate any individual who has a
material relationship or involvement with the Partnership, RAS, Warrant Co. and 
the RAS Owners to determine whether such individual is suitable or should be    
licensed as a business associate of a gaming licensee. Officers, managers and   
certain key employees of the Partnership, RAS, Warrant Co., SCA and the Swiss   
Parent must file applications with the Nevada Gaming Authorities and will be    
required to be licensed, or found suitable, by the Nevada Gaming Authorities.   
The Nevada Gaming Authorities may deny an application for licensing or a finding
of suitability for any cause they deem reasonable. A finding of suitability is  
comparable to licensing, and both require submission of detailed personal and   
financial information followed by a thorough investigation. The applicant for   
licensing or a finding of suitability, or the gaming licensee by whom the       
applicant is employed or for whom the applicant serves, must pay all the costs  
of the investigation. Changes in licensed positions must be reported to the     
Nevada Gaming Authorities, and the Nevada Gaming Authorities have jurisdiction  
to disapprove a change in a position.                                           

If the Gaming Authorities were to find an officer, director, partner, 
stockholder or key employee unsuitable for licensing or to continue having a    
relationship with the Partnership, RAS, Warrant Co., SCA or the Swiss Parent,   
the entities involved would have to sever all relationships with such person. In
addition, the Nevada Commission may require the Partnership, RAS, Warrant Co.,  
SCA or the Swiss Parent to terminate the employment of any person who refuses to
file appropriate applications. Determinations of suitability or of questions    
pertaining to licensing are not subject to judicial review in Nevada.           

    If the Partnership, RAS, Warrant Co., SCA or the Swiss Parent violated the
Nevada Act, the Gaming Licenses the Partnership would hold could be limited,    
conditioned, suspended or revoked, subject to compliance with certain statutory 
and regulatory procedures. In addition, the Swiss Parent, SCA, RAS,             

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Warrant Co., the Partnership, and the persons involved could be subject to      
substantial fines for each separate violation of the Nevada Act at the          
discretion of the Nevada Commission. Further, a supervisor could be appointed by
the Nevada Commission to operate the Resort Casino and, under certain           
circumstances, earnings generated during the supervisor's appointment (except   
for the reasonable rental value thereof) could be forfeited to the State of     
Nevada. Limitation, conditioning or suspension of any Gaming License or the     
appointment of a supervisor could (and revocation of any Gaming License would)  
materially adversely affect the financial condition of the Partnership and the  
Issuers' ability to service the Indebtedness, including the Notes.              

  Even if a Registered Company is granted certain exemptions by the Nevada
Commission, any beneficial holder of the Registered Company's voting securities,
regardless of the number of securities owned, may be required to file an        
application, be investigated, and have his suitability as a beneficial holder of
the Registered Company's voting securities determined if the Nevada Commission  
has reason to believe that such ownership would otherwise be inconsistent with  
the declared policies of the State of Nevada. Each beneficial owner of an       
interest in the Partnership may be required to be licensed or found suitable.   
The applicant must pay all costs of investigation incurred by the Gaming        
Authorities in conducting any such investigation.                               

The Nevada Act requires any person who acquires more than 5.0% of a   
Registered Company's voting securities to report the acquisition to the Nevada  
Commission. The Nevada Act requires that beneficial owners of more than 10.0% of
a Registered Company's voting securities apply to the Nevada Commission for a   
finding of suitability within 30 days after the Chairman of the Nevada Board    
mails the written notice requiring such filing. Under certain circumstances, an 
"institutional investor," as defined in the Nevada Act, which acquires          
beneficial ownership of more than 10.0%, but not more than 15.0%, of a          
Registered Company's voting securities may apply to the Nevada Commission for a 
waiver of such finding of suitability requirements if the institutional investor
holds the voting securities for investment purposes only. An institutional      
investor is not deemed to hold voting securities for investment purposes unless 
the voting securities are acquired and held in the ordinary course of business  
as an institutional investor and not for the purpose of causing, directly or    
indirectly, the election of a majority of the members of the board of directors 
of a Registered Company, any change in a Registered Company's corporate charter,
bylaws, management, policies or operations, or any of its gaming affiliates, or 
any other action which the Nevada Commission finds to be inconsistent with      
holding a Registered Company's voting securities for investment purposes only.  
Activities which are not deemed to be inconsistent with holding voting          
securities for investment purposes only include: (i) voting on all matters voted
on by stockholders; (ii) making financial and other inquiries of management of  
the type normally made by securities analysts for informational purposes and not
to cause a change in its management, policies or operations; and (iii) other    
activities as the Nevada Commission may determine to be consistent with         
investment intent. A corporation, partnership or trust which is a beneficial    
owner that must be found suitable, must submit detailed business and financial  
information including a list of beneficial owners and must pay all costs of     
investigation.                                                                  

    Any person who fails or refuses to apply for a finding of suitability or a
license within 30 days after being ordered to do so by the Nevada Commission or 
the Chairman of the Nevada Board may be found unsuitable, including any record  
owner who, upon request, fails to identify a beneficial owner. Any stockholder  
found unsuitable and who holds, directly or indirectly, any beneficial ownership
of the voting securities of a Registered Company beyond such period of time as  
may be prescribed by the Nevada Commission may be guilty of a criminal offense. 
A Registered Company is subject to disciplinary action if, after it receives    
notice that a person is unsuitable to be a stockholder or limited partner or to 
have any other relationship with the Resort Casino or an affiliate, it (i) pays 
that person any dividend or interest upon voting securities of the Registered   
Company, (ii) allows that person to exercise, directly or indirectly, any voting
right conferred through securities held by that person, (iii) pays remuneration 
in any form to that person for services rendered or otherwise, or (iv) fails to 
pursue all lawful efforts to require the unsuitable person to relinquish his    
voting securities for cash at fair market value.                                

 The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Company (such as the Notes) to file applications, 
be investigated and be found suitable to own the debt security of a Registered  
Company. If the Nevada Commission determines that a person is unsuitable to own 
a                                                                               
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debt security, then pursuant to the Nevada Act, the Registered Company can be   
sanctioned, including the loss of its approvals, if without the prior approval  
of the Nevada Commission, it: (i) pays to the unsuitable person any dividend,   
interest, or any distribution whatsoever; (ii) recognizes any voting right by   
such unsuitable person in connection with such securities; (iii) pays the       
unsuitable person remuneration in any form; or (iv) makes any payment to the    
unsuitable person by way of principal, redemption, conversion, exchange,        
liquidation, or similar transaction.                                            

All Registered Companies are required to maintain a current ledger in 
Nevada reflecting all ownership interests, which may be examined by the Nevada  
Gaming Authorities at any time. If any securities are held in trust by an agent 
or by a nominee, the record holder may be required to disclose the identity of  
the beneficial owner to the Nevada Gaming Authorities. A failure to make such   
disclosure may be grounds for finding the record holder unsuitable. All         
Registered Companies also are required to render maximum assistance in          
determining the identity of the beneficial owner. The Nevada Commission has the 
power to require that certificates representing ownership interest in a         
Registered Company bear a legend indicating that such securities are subject to 
the Nevada Act. It is unknown at this time whether the Nevada Commission will   
impose this requirement on the Partnership, RAS or Warrant Co.                  

     None of the Swiss Parent, SCA, RAS, Warrant Co. or the Partnership may make
a public offering of its securities (including the Exchange Offer) without the  
prior approval of the Nevada Commission if the securities or the proceeds       
therefrom are intended to be used to construct, acquire or finance gaming       
facilities in Nevada, or to retire or extend obligations incurred for such      
purposes. Such approval, if given, does not constitute a finding, recommendation
or approval by the Nevada Commission or the Nevada Board as to the accuracy or  
adequacy of the prospectus or the investment merits of the securities, and any  
representation to the contrary is unlawful.                                     

    The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as defined in the Nevada  
Act, or which is not otherwise subject to the provisions of the Nevada Act, such
as the Partnership and RAS, which plans to make a public offering of securities 
intending to use such securities, or the proceeds from the sale thereof, for the
construction or operation of gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes, may apply to the Nevada Commission for  
prior approval of the offering. The Nevada Commission may find an applicant     
unsuitable based solely on the fact that it did not submit such an application, 
unless upon a written request for a ruling, the Nevada Board Chairman has ruled 
that it is not necessary to submit an application. The Exchange Offer will      
qualify as a public offering. The Issuers filed a Ruling Request with the Nevada
Board Chairman for a ruling that it is not necessary to submit the Exchange     
Offer for prior approval. On March 27, 1998, the Nevada Board Chairman granted  
the Issuers' Ruling Request, ruling that the Exchange Offer need not be         
submitted to the Nevada Board or the Nevada Commission for prior approval.      

   Changes in control of a Registered Company through merger, consolidation,
stock or asset acquisitions, management or consulting agreements, or any act or 
conduct by a person whereby he obtains control, may not occur without the prior 
approval of the Nevada Commission. Entities seeking to acquire control of a     
Registered Company must satisfy the Nevada Board and the Nevada Commission in a 
variety of stringent standards prior to assuming control of the Registered      
Company. The Nevada Commission also may require controlling stockholders,       
officers, directors and other persons having a material relationship or         
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.           

The Nevada legislature has declared that some corporate acquisitions  
opposed by management, repurchases of voting securities and corporate defense   
tactics affecting Nevada gaming licensees, and Registered Companies that are    
affiliated with those operations may be injurious to stable and productive      
corporate gaming. The Nevada Commission has established a regulatory scheme to  
ameliorate the potentially adverse effects of these business practices upon     
Nevada's gaming industry and to further Nevada's policy to: (i) assure the      
financial stability of corporate gaming operators and their Affiliates; (ii)    
preserve the beneficial aspects of conducting business in the corporate form;   
and (iii) promote a neutral environmental for the orderly governance of         
corporate affairs. Approvals are, in certain circumstances, required from the   
Nevada Commis-                                                                  

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sion before a Registered Company can make exceptional repurchases of voting     
securities above the current market price thereof and before a corporate        
acquisition opposed by management can be consummated. The Nevada Act also       
requires prior approval of a plan of recapitalization proposed by a Registered  
Company's Board of Directors in response to a tender offer made directly to a   
Registered Company's stockholders or partners for the purposes of acquiring     
control of a Registered Company.                                                

 License fees and taxes vary depending on the type of gaming or activity
involved and are payable to the State of Nevada and to the counties and cities  
in which the Licensee's respective operations are conducted. Depending upon the 
particular fee or tax involved, these fees and taxes are payable either monthly,
quarterly or annually and are based upon either: (i) a percentage of the gross  
revenues received; (ii) the number of gaming devices operated; or (iii) the     
number of table games operated. A casino entertainment tax also will be paid by 
the Partnership where certain entertainment is provided in a cabaret, nightclub,
cocktail lounge or casino showroom in connection with the serving or selling of 
food, refreshments or merchandise. Licensees such as SCRN that hold a           
distributor's license also pay certain fees and taxes to the State of Nevada.   

     Any Licensee who proposes to become involved in a gaming venture outside of
Nevada is required to deposit and maintain with the Nevada Board a revolving    
fund in the amount of $10,000 to pay the expenses of investigation of the Nevada
Board of its participation in such foreign gaming. The revolving fund is subject
to increase or decrease in the discretion of the Nevada Commission. Thereafter, 
Licensees are required to comply with certain reporting requirements imposed by 
the Nevada Act. Licensees also are subject to disciplinary action by the Nevada 
Commission if they knowingly violate any laws of the foreign jurisdiction       
pertaining to the foreign gaming operation, fail to conduct the foreign gaming  
operation in accordance with the standards of honesty and integrity required of 
Nevada gaming operations, engage in activities harmful to the State of Nevada or
its ability to collect gaming taxes and fees, or employ a person in a foreign   
operation who has been denied a license or finding of suitability in Nevada on  
the ground of personal unsuitability.                                           

   The sale of alcoholic beverages by the Partnership on the premises of the
Resort Casino also will be subject to licensing, control and regulation by the  
City of Las Vegas. All licenses are revocable and are not transferable. The City
of Las Vegas has full power to limit, condition, suspend or revoke any such     
license, and any such disciplinary action could or suspension or revocation     
would have a material adverse effect on the financial condition of the          
Partnership and the Issuers' ability to service the Indebtedness, including the 
Notes.                                                                          

Gaming Taxes                                                                

  With the exception of lotteries, nearly all types of gaming are legal in
Nevada. Taxes on nonrestricted gaming locations (more than 15 slot machines) are
paid monthly on a sliding scale: 3.0% on the first $50,000 of gross gaming      
revenues, 5.0% on the next $90,000 and 6.25% on revenues exceeding $140,000.    
There is a 10.0% tax on all admissions, concessions, merchandise and services   
for certain events and other forms of entertainment offered by the gaming       
establishment. Quarterly and annual fees are assessed by the state, county and  
local governments based on the number of table games and slot machines.         

OTHER GAMING JURISDICTIONS                                                      

  The Swiss Parent and SCA are subject to the jurisdiction of other gaming
authorities in the United States, including the Colorado Limited Gaming Control 
Commission, the State of North Dakota Attorney General's Office, the Standing   
Rock Tribal Gaming Commission and the National Indian Gaming Commission as well 
as European gaming authorities. Should any of these other gaming authorities    
take certain actions against the Swiss Parent, SCA or a corporate affiliate of  
the Issuers, such action could have a material adverse effect on the            
Partnership's ability to obtain or maintain a Nevada gaming license and         
additional sanctions could be imposed by Nevada gaming authorities for          
regulatory violations outside the State of Nevada. Any action by any Gaming     
Authority may adversely affect the Issuers' Gaming Licenses, which would have a 
material adverse effect on the financial condition of the Partnership and the   
Issuers' ability to service the Indebtedness, including the Notes.              

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MANAGEMENT

DIRECTORS, OFFICERS AND SENIOR MANAGEMENT                                       

 The directors and executive officers of RAS, the general partner of the
Partnership, are:                                                               

                                                        · Enlarge/Download Table

         NAME                    TITLE            AGE  COUNTRY OF CITIZENSHIP  DIRECTOR/OFFICER SINCE
         ----                    -----            ---  ----------------------  ----------------------
                                                                                                     
Hans Jecklin.......... Chairman of the Board      52      Switzerland                   1996         
Christiane Jecklin.... Director                   52      Switzerland                   1996         
Brian McMullan........ Director, President and    51     United Kingdom                 1996         
                       Chief Executive Officer                                                       
John Tipton........... Director, Senior Vice      51     United States                  1996         
                       President, Chief                                                              
                       Financial Officer and                                                         
                       General Counsel                                                               
Jim Fonseca........... Director, Senior Vice      48     United Kingdom                 1996         
                       President Gaming                                                              
                       Operations                                                                    
Quinton Boshoff....... Director, Senior Vice      44      South Africa                  1996         
                       President Slot Operations                                                     
Jeff Smith............ Treasurer, Secretary and   32     United States                  1996         
                       Financial Controller                                                          

     Hans Jecklin, the Chairman of the Board of RAS since June 1996, and husband
of Christiane Jecklin, first became involved in the gaming industry in Zurich,  
Switzerland in 1968. In 1975, he founded the predecessor to Tivolino Holding AG 
in Zurich, whose core business was gaming. Today, the Swiss Parent's operations 
include gaming, hotels, restaurants and real estate investment.                 

     Christiane Jecklin, a director of RAS since June 1996, and the wife of Hans
Jecklin, has been involved in the gaming industry and the management of SCA     
since its formation in 1989.                                                    

Brian McMullan, the President and Chief Executive Officer of RAS and a
director since June 1996, has nearly 30 years of gaming experience, much of that
time in senior management positions for gaming companies in Great Britain and   
South Africa. Mr. McMullan entered the gaming industry in Britain in 1968. From 
1986 to 1992, Mr. McMullan served as Sun International's Director of Gaming     
Operations, where he was responsible for the gaming operations.                 

 John Tipton, Senior Vice President, Chief Financial Officer and General
Counsel of RAS and a director since June 1996, has over 25 years experience in  
the private and public sector, including a number of years in private legal     
practice during which time he was managing partner of Calkins, Kramer, Grimshaw 
& Harring, a Denver law firm. From 1988 to 1992, Mr. Tipton served as Executive 
Director of the Colorado Department of Revenue, where he was charged with       
drafting and implementing the casino gaming legislation in Colorado. He also was
responsible for managing the Colorado Lottery, the Colorado Division of Gaming  
and pari-mutuel racing in Colorado. Mr. Tipton joined SCA in 1993 and is        
responsible for regulatory, development and legal matters.                      

    Jim Fonseca, Senior Vice President Gaming Operations of RAS and a director
since June 1996, has over 25 years of gaming experience. Starting in 1972, he   
worked for a number of London casinos and has experience in the primary casino  
table games. From 1987 to 1992, Mr. Fonseca was Regional Gaming Manager of Sun  
International (Bophuthatswana) Ltd.                                             

 Quinton Boshoff, the Senior Vice President Slot Operations of RAS and a
director since June 1996, entered the gaming business in southern Africa in     
1979. As Regional Slots Manager of Sun International (Bophuthatswana) Ltd., Mr. 
Boshoff led a team in marketing, security and operating procedures with respect 
to slot development. In 1992 Mr. Boshoff came to the U.S. as a founder of SCR.  

    Jeff Smith, the Treasurer, Secretary and Financial Controller of RAS since
June 1996, has been involved in the casino and resort industry for over ten     
years. From 1986 to 1991, Mr. Smith was an accountant at Ernst                  

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& Young LLP. Mr. Smith joined SCA in 1991 and has been involved in the openings 
of all three U.S. properties.                                                   

ADDITIONAL SENIOR MANAGEMENT                                                    

Additional senior management of the Partnership includes:             

                                                                · Download Table

                                                                       COUNTRY OF  
             NAME                            TITLE              AGE   CITIZENSHIP  
             ----                            -----              ---   -----------  
                                                                                   
David Atkins................... Vice President -- Table Games   37   United Kingdom
Richard Coleman................ Group Internal Audit Manager    57   United Kingdom
David Colling.................. Construction Manager            51   United States 
Jim Currie..................... Slots Technical Manager         38   United Kingdom
Daniel de Waal................. Management Information Systems  33   South Africa  
                                  Director                                         
Delores Edwards................ Recruitment Director            49   United States 
Campbell Jamieson.............. Vice President -- Slot          38   Zimbabwe      
                                  Operations                                       
Tristan Kaatze................. Vice President and Chief        36   United Kingdom
                                  Financial Officer                                
Sean McGuinness................ Assistant General Counsel       34   United States 

 In addition to the officers and directors of RAS, the Partnership has a
management team with substantial experience in the various aspects of its       
business operations. All of these members of senior management are employed on  
an "at will" basis. As a part of the strategy for the successful operation of   
the Resort Casino, the Partnership intends to hire a number of management       
personnel from the Nevada market with experience specifically in the operation  
of gaming, hotel and resort facilities in Nevada. See "Risk Factors -- New      
Project; Lack of Operating History" and "-- Availability and Retention of Key   
Management and Other Employees."                                                

    David Atkins (Vice President -- Table Games) has more than 15 years gaming
operational experience in London, southern Africa and the United States. At Sun 
International he was Casino Manager or Deputy Casino Manager at three resorts:  
Wild Coast Sun, Morula Sun and The Carousel.                                    

   Richard Coleman (Group Internal Audit Manager) has worked as a dealer and
in middle management in the London gaming industry throughout the 1960s and     
1970s prior to joining Playboy in Atlantic City in 1979 as training manager.    
Since 1982, Mr. Coleman has worked predominantly in internal audit in London,   
South Africa and the U.S. In this capacity, he has worked with Price Waterhouse 
in South Africa, Ernst & Young, LLP in the U.S. and with the Las Vegas office of
Arthur Andersen, LLP in the preparation of the Internal Control System.         

   David Colling (Construction Manager) has more than 20 years experience in
the construction industry, holding the positions of Owner's                     
Representative/Project Manager, Project Estimator and Project Superintendent.   

Jim Currie (Slots Technical Manager) joined Sun International in 1985.
During his career he has held the positions of Slots Technical Manager at Sun   
City, The Carousel and Morula Sun.                                              

    Daniel de Waal (Management Information Systems Director) has experience in
the field of information systems and worked for several computer and office     
equipment concerns in South Africa. Mr. de Waal was a member of the development 
and installation team at The Carousel, after which he served for six years as   
its MIS director. Mr. de Waal is an Enterprise Certified Novell Engineer, and is
a Certified Computer Professional in the U.S.                                   

Delores Edwards (Recruitment Director) has 25 years experience in     
recruiting, including 10 years running her own executive search firm. Ms.       
Edwards has been involved in most recruiting for SCA properties, including the  
openings of The Teller House, Prairie Knights Casino and Speaking Rock Casino & 

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Entertainment Centre. Ms. Edwards worked with Watson Wyatt International in the 
development of the skill-based compensation plan that is in place at all SCA    
operations.                                                                     

 Campbell Jamieson (Vice President -- Slot Operations) has over 16 years
experience in the gaming industry. Mr. Jamieson has held many positions in slots
operations, both technical and floor. During his twelve years with Sun          
International, Mr. Jamieson was Complex Slots Manager at Sun City and The       
Carousel.                                                                       

    Tristan Kaatze (Vice President and Chief Financial Officer) is a chartered
accountant in South Africa who spent nine years at Sun International and held   
positions both in the corporate office and operating units. Most recently, Mr.  
Kaatze served as Chief Financial Officer of Sun City.                           

  Sean McGuinness (Assistant General Counsel) first became involved in the
gaming industry in 1989. Mr. McGuinness served with the Iowa Racing and Gaming  
Commission and the Mississippi Gaming Commission before representing several    
gaming companies in private law practice in Mississippi. Mr. McGuinness' clients
have included Bally Entertainment Corporation and Trump Hotels and Casino       
Resorts. Mr. McGuinness became Assistant General Counsel of the Partnership in  
March 1997.                                                                     

The Swiss Parent's reputation is as the pioneer of casino games in    
Switzerland. Since 1993, the Swiss Parent has established strategic alliances   
with "Kursaals" (gaming and entertainment facilities under municipal control)   
and, in conjunction with these entities, operates gaming facilities in Locarno, 
Bern, Geneva, Thun, Schaffhausen, Rheinfelden, and, in a joint venture with     
Casinos Austria, Lugano, Luzern and St. Moritz. In addition to gaming, all of   
these operations offer restaurants, bars and entertainment facilities. The Swiss
Parent operates a casino in The Hague, Netherlands as well as 13 "arcades" in   
Great Britain.                                                                  

EXECUTIVE COMPENSATION                                                          

Summary Compensation Table.  The following sets forth the annual      
compensation for services in all capacities to the Issuers for the fiscal year  
ended December 31, 1997 of Mr. McMullan, the President and Chief Executive      
Officer of RAS, and Messrs. Tipton, Fonseca, Boshoff and Smith, the remaining   
executive officers of RAS.                                                      

                                                        · Enlarge/Download Table

                                                    ANNUAL COMPENSATION                          
                                            ------------------------------------                 
                                                                  OTHER ANNUAL       ALL OTHER   
   NAME AND PRINCIPAL POSITION(1)     YEAR   SALARY     BONUS    COMPENSATION(2)  COMPENSATION(3)
   ------------------------------     ----  --------   -------   ---------------  ---------------
                                                                                                 
Brian McMullan....................... 1997  $275,000   $10,781       $71,151         $107,167    
  President and Chief Executive                                                                  
  Officer                                                                                        
John Tipton.......................... 1997  $225,000   $ 5,391       $62,718         $ 97,761    
  Senior Vice President, Chief                                                                   
  Financial Officer and General                                                                  
  Counsel                                                                                        
Jim Fonseca.......................... 1997  $225,000   $ 5,391       $59,347         $ 93,757    
  Senior Vice President Gaming                                                                   
  Operations                                                                                     
Quinton Boshoff...................... 1997  $150,000   $ 5,391       $54,715         $ 82,024    
  Senior Vice President Slot                                                                     
  Operations                                                                                     
Jeff Smith........................... 1997  $125,000        --       $ 5,932         $ 65,936    
  Treasurer, Secretary and Financial                                                             
  Controller                                                                                     

---------------                                                                 
(1) Executive officers of RAS are compensated by SCA either directly or through 
  SCR, its wholly owned subsidiary, and neither the Partnership nor RAS pays
any compensation to any of the executive officers. See "Certain         
Transactions."                                                          

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(2) Each perquisite or other personal benefit exceeding 25.0% of the total      
    perquisites and other personal benefits for each named executive officer is:

                                                        · Enlarge/Download Table

                                                            TAXES FOR LIFE               
                                                              INSURANCE                  
                           NAME                                PREMIUMS     CAR ALLOWANCE
                           ----                             --------------  -------------
                                                                                         
Brian McMullan.............................................    $38,164         $29,030   
John Tipton................................................    $30,499         $29,030   
Jim Fonseca................................................    $27,244         $29,030   
Quinton Boshoff............................................    $19,243         $29,030   
Jeff Smith.................................................    $ 5,157          --       

(3) Items included in "All Other Compensation" are:                             

                                                        · Enlarge/Download Table

                                                                EXECUTIVE LIFE               
                                                  ONE-TIME        INSURANCE        401(K)    
                    NAME                      MOVING ALLOWANCE     PREMIUMS     CONTRIBUTIONS
                    ----                      ----------------  --------------  -------------
                                                                                             
Brian McMullan...............................     $50,000          $46,867         $10,300   
John Tipton..................................     $50,000          $37,461         $10,300   
Jim Fonseca..................................     $50,000          $33,457         $10,300   
Quinton Boshoff..............................     $50,000          $23,631         $ 8,393   
Jeff Smith...................................     $50,000          $ 9,061         $ 6,875   

    Compensation of Directors. RAS does not pay any fees or other compensation
(other than reimbursement of expenses incurred to attend meetings) to directors 
for their services in that capacity.                                            

   Compensation Committee Interlocks and Insider Participation.  Neither the
Issuers, SCA or SCR has a compensation committee or other committee of the board
of directors which performs a similar function. Each of the executive officers' 
compensation, which is paid by SCR, a wholly owned subsidiary of SCA, was       
determined by Messrs. Jecklin, McMullan and Tipton. Each of the directors of RAS
is a director of SCR. See "Risk Factors -- Availability and Retention of Key    
Management and Other Employees" and "Certain Transactions -- Certain Business   
Relationships."                                                                 

EMPLOYMENT AGREEMENTS AND EQUITY ARRANGEMENTS                                   

     There are no employment agreements between either of the Issuers and any of
the directors or executive officers of RAS or senior operating management of the
Partnership or RAS. Messrs. McMullan, Tipton, Fonseca and Boshoff (the          
"Executives") are employees of SCR, a wholly-owned subsidiary of SCA, and each  
has an employment agreement which may be terminated by any of the Executives or 
SCR with 90 days prior written notice. As employees of SCR, each of the         
Executives currently are engaged, and in the future will engage, in the         
development and management of SCR's other businesses and properties. They will  
devote only as much of their time to the business of the Partnership as they, in
their judgment, deem to be reasonably required, which will be less than their   
full time. These officers and directors may experience conflicts of interest in 
allocating management time, services and functions among the Partnership and the
various other business activities of SCR.                                       

INDEMNIFICATION AND LIMITATION OF LIABILITY                                     

  As permitted under the Nevada General Corporation Law, the Partnership's
Partnership Agreement and the Bylaws of RAS eliminate the personal liability and
provide for the indemnification of the partners, officers, directors, employees,
agents or Affiliates of the Partnership or RAS for any damages, action, suit or 
proceeding provided that such person acted in good faith and in a manner which  
he reasonably believed to be in or not opposed to the best interests of the     
Partnership or RAS, as applicable, and, with respect to any criminal action, had
no reasonable cause to believe his conduct was unlawful.                        

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The Bylaws of RAS also provide for indemnification of officers and    
directors of RAS and persons who serve at the request of RAS as a director,     
officer, employee, agent or trustee of another corporation, partnership, joint  
venture, trust or other enterprise, to the full extent allowed by Nevada law.   
The Nevada General Corporation Law authorizes indemnification of officers,      
directors and persons serving other entities in certain capacities at the       
request of the corporation, subject to certain conditions and limitations set   
forth therein, against all expenses and liabilities incurred by or imposed upon 
them as a result of actions, suits and proceedings brought against them in such 
capacity if they acted in good faith, in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, and, with respect 
to any criminal action, they had reasonable cause to believe the conduct was    
lawful.                                                                         

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Issuers      
pursuant to the foregoing provisions, the Issuers have been informed that in the
opinion of the Commission, such indemnification is against public policy as     
expressed in the Securities Act, and is therefore unenforceable.                

CERTAIN TRANSACTIONS

MANAGEMENT FEES                                                                 

     Pursuant to the terms of the Partnership Agreement, RAS is entitled to 3.0%
of the monthly net revenues of the Partnership, and 6.0% of the monthly EBITDA  
with the net revenue fee deducted each calendar month, as compensation for      
management of the Partnership. The maximum amount of compensation payable to    
RAS, however, shall not exceed 10.0% of the Partnership's total net revenue.    
Distribution of these fees shall be made on a quarterly basis, subject to the   
terms of the Indenture and the Credit Agreement. Such compensation shall be     
subordinated to the Notes and the Mortgage Notes.                               

Substantially all management and general and administrative services, 
including the services of Messrs. McMullan, Tipton, Fonseca, Boshoff and Smith, 
certain members of additional senior management, certain clerical and           
administrative employees, and certain other general and administrative support  
including office space, will be provided to the Partnership by SCA either       
directly or through SCR, its wholly-owned subsidiary. All executive officers of 
the Partnership will be compensated by SCR and neither the Partnership nor RAS  
will pay any compensation to any of the Partnership's executive officers. In    
consideration of the foregoing, in 1998 the Partnership will pay to SCR a fee of
approximately $2.0 million plus 65.0% (estimated to be approximately $100,000)  
of SCR's overhead. The fee paid by the Partnership to SCR was $356,103 for 1996 
and approximately $2.3 million for 1997. The fee is subject to renegotiation    
annually between the Partnership and SCR. The current fee was not, and any      
future fee will not be, the result of arms-length negotiation between the       
Partnership and SCR.                                                            

DEVELOPMENT FEE                                                                 

  The Partnership will pay to SCA a development fee equal to $3.0 million,
which will be subordinated to the Notes and the Mortgage Notes, for services it 
has rendered, and will render, in connection with the development of the Resort 
Casino.                                                                         

OPTION AND RIGHT OF FIRST OFFER                                                 

Prior to completion of the 144A Offering, the Partnership assigned its
option rights on a 22.5-acre parcel (the "Option Parcel") adjacent to the Resort
Casino to SCA subject to the approval of HHP. The right to purchase the Option  
Parcel was originally purchased by the Partnership for $1.2 million. It is      
anticipated that a new entity will be established for any development of the    
Option Parcel. Any interest retained by SCA in the Option Parcel development and
any other economic benefit from the Option Parcel will be shared by the partners
based upon their Partnership interests.                                         

  The Partnership currently holds the Right of First Offer with respect to
four other potential gaming sites in Summerlin. If the Partnership is given a   
notice to exercise its Right of First Offer, and it elects to exercise          

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such right, it must first attempt to develop and finance such site under the    
terms of the Indenture and Credit Agreement. If, however, the financing of such 
site is restricted under the Indenture and Credit Agreement, the Partnership    
will then be permitted to assign such rights to an affiliate of SCA in exchange 
for an equity interest in such affiliate provided, however, that SCA owns at    
least 85.0% of such affiliate. The determination of the value of the Right of   
First Offer that may be assigned to the affiliate of SCA will be determined by  
the general partner of the Partnership, currently RAS, a wholly-owned subsidiary
of SCA. RAS currently holds a 1.0% interest in the Partnership as the general   
partner. SCA also owns a limited partnership interest that represents 91.26% of 
the Partnership's total interests, excluding the Warrants.                      

ARCHITECT'S LIMITED PARTNERSHIP INTEREST                                        

  Christiana L. P., an entity controlled by Mr. Steelman, the principal of
the Architect, owns a 5.0% limited partnership interest in the Partnership. The 
Partnership entered into the Architect Agreement with the Architect prior to the
consummation of the 144A Offering pursuant to which the Architect shall be paid 
compensation of approximately $2.4 million and any reimbursable expenses. The   
Architect Agreement also provides for additional expenditures of up to          
approximately $2.3 million primarily for third party engineering, landscaping   
and other consulting fees.                                                      

CERTAIN BUSINESS RELATIONSHIPS                                                  

     Mr. Jecklin, the Chairman of the Board of RAS, is the Chairman of the Board
of SCA and the Swiss Parent. Additionally, Messrs. McMullan, Tipton, Fonseca,   
Boshoff and Smith, the executive officers of RAS, also serve as executive       
officers of SCA.                                                                

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OWNERSHIP OF INTERESTS

The following table sets forth certain information with respect to the
beneficial ownership of the common stock of RAS and the partnership interests in
the Partnership by (i) each person who, to the knowledge of RAS and the         
Partnership, beneficially owns more than 5.0% of the outstanding common stock of
RAS, and owns any partnership interest in the Partnership and (ii) all executive
officers and directors of RAS as a group that is expected upon the completion of
the Exchange Offer. As of March 31, 1998, RAS had 1,000 shares of outstanding   
common stock, all of which has voting rights.                                   

RAS                                                                             

                                                        · Enlarge/Download Table

                                                                  AMOUNT AND                 
                                                                  NATURE OF                  
                    BENEFICIAL OWNER(1)                      BENEFICIAL OWNERSHIP  PERCENTAGE
                    -------------------                      --------------------  ----------
                                                                                             
Hans Jecklin(2).............................................          623             62.30% 
Christiane Jecklin(3).......................................          207             20.70  
Brian McMullan(4)...........................................           60              6.00  
John Tipton(5)..............................................           30              3.00  
Jim Fonseca(6)..............................................           40              4.00  
Quinton Boshoff(7)..........................................           30              3.00  
Jeff Smith..................................................           --                --  
All executive officers and directors of RAS as a group......          990             99.00% 

---------------                                                                 
(1) The address of each person named herein is c/o The Resort at Summerlin,     
Inc., 1160 Town Center Drive, Suite 200, Las Vegas, Nevada 89134.       

(2) Mr. Jecklin is the beneficial owner of 6,230 shares of SCA. Excludes 2,070  
  shares of SCA owned by Christiane Jecklin, his wife, in which he disclaims
beneficial interest.                                                    

(3) Ms. Jecklin is the beneficial owner of 2,070 shares of SCA. Excludes 6,230  
shares of SCA owned by Hans Jecklin, her husband, in which she disclaims
beneficial interest.                                                    

(4) Mr. McMullan owns 600 shares of SCA.                                        

(5) Mr. Tipton owns 300 shares of SCA.                                          

(6) Mr. Fonseca owns 400 shares of SCA.                                         

(7) Mr. Boshoff owns 300 shares of SCA.                                         

THE PARTNERSHIP                                                                 

                                                                · Download Table

                                                                BENEFICIAL
                                                                OWNERSHIP 
                   BENEFICIAL OWNER(1)(2)                       PERCENTAGE
                   ----------------------                       ----------
                                                                          
RAS(3)......................................................       1.00%  
SCA(4)......................................................      92.26   
Christiana L.P.(5)..........................................       5.00   
Hans Jecklin(6).............................................      57.50   
Christiane Jecklin(7).......................................      19.10   
Brian McMullan(8)...........................................       5.50   
John Tipton(9)..............................................       2.80   
Jim Fonseca(10).............................................       3.70   
Quinton Boshoff(11).........................................       2.80   
Jeff Smith..................................................         --   
All executive officers and directors of RAS as a                          
  group(12).................................................      92.26%  

---------------                                                                 
(1) The address of each person named herein is c/o The Resort at Summerlin,   
   Limited Partnership, 1160 Town Center Drive, Suite 200, Las Vegas, Nevada
89134.                                                                

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(2) Percentages exclude percentage ownership attributable to the Warrants.    

 (3) RAS is a wholly-owned subsidiary of SCA and owns a 1.0% general partnership
interest in the Partnership.                                          

(4) SCA holds a 91.26% limited partnership interest and a beneficial 1.0%     
  general partnership interest in the Partnership through the ownership of
RAS.                                                                  

(5) Controlled by Mr. Steelman, the principal of the Architect. See "Certain  
Transactions."                                                        

(6) Mr. Jecklin is the beneficial owner of 6,230 shares of SCA, which owns a  
91.26% limited partnership interest and a beneficial 1.0% general     
     partnership interest in the Partnership. Excludes 2,070 shares of SCA owned
     by Christiane Jecklin, his wife, in which he disclaims beneficial interest.

(7) Ms. Jecklin is the beneficial owner of 2,070 shares of SCA, which owns a  
91.26% limited partnership interest and a beneficial 1.0% general     
     partnership interest in the Partnership. Excludes 6,230 shares of SCA owned
   by Hans Jecklin, her husband, in which she disclaims beneficial interest.

(8) Mr. McMullan owns 600 shares of SCA, which owns a 91.26% limited          
    partnership interest and a beneficial 1.0% general partnership interest in
the Partnership.                                                      

(9) Mr. Tipton owns 300 shares of SCA, which owns a 91.26% limited partnership
interest and a beneficial 1.0% general partnership interest in the    
Partnership.                                                          

(10) Mr. Fonseca owns 400 shares of SCA, which owns a 91.26% limited partnership
interest and a beneficial 1.0% general partnership interest in the    
Partnership.                                                          

(11) Mr. Boshoff owns 300 shares of SCA, which owns a 91.26% limited partnership
interest and a beneficial 1.0% general partnership interest in the    
Partnership.                                                          

(12) Messrs. Jecklin, McMullan, Tipton, Fonseca and Boshoff and Smith are       
  directors and executive officers, of SCA, which owns all the outstanding
   shares of common stock of RAS, and such persons, as a group, beneficially
own 100.0% of SCA's common stock and, therefore, may be deemed to     
beneficially own all the Partnership interests held by RAS and SCA. In
addition, through certain voting arrangements that expire in 2004, Mr.
   Jecklin has the power to vote all the shares of common stock of SCA owned
    by the Executives, which totals 16.0% of the outstanding stock of SCA. Mr.
  Jecklin, through his ownership and control of the Swiss Parent, also has
     voting and dispositive power with respect to 83.0% of the outstanding stock
  of SCA, all of which is owned by the Swiss Parent. The remaining 1.0% is
held by a director of the Swiss Parent.                               

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THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER                                        

The Original Notes were originally sold by the Issuers on December 31,
1997, to the Initial Purchaser pursuant to the Purchase Agreement. The Initial  
Purchaser subsequently resold the Original Notes to Qualified Institutional     
Buyers pursuant to Rule 144A, or institutional "accredited investors" as defined
in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act. As
provided in the Purchase Agreement, the Issuers entered into the Registration   
Rights Agreement, pursuant to which the Issuers have agreed, for the benefit of 
the Holders of the Original Notes, at the Issuers' cost, to (i) file the        
Registration Statement of which this Prospectus is a part with the Commission or
before April 30, 1998 (the "Filing Date") with respect to the Exchange Offer for
the Exchange Notes (and which was filed with the Commission on April 8, 1998),  
(ii) use their best efforts to cause the Registration Statement to be declared  
effective under the Securities Act on or before June 29, 1998, and (iii) use    
their best efforts to consummate the Exchange Offer on or before July 29, 1998. 
Upon the Registration Statement being declared effective, the Issuers will offer
the Exchange Notes in exchange for the Original Notes. The Issuers will keep the
Exchange Offer open for no less than 30 business days (or longer if required by 
applicable law) after the date on which notice of the Exchange Offer is mailed  
to the Holders.                                                                 

For each Original Note properly tendered and accepted pursuant to the 
Exchange Offer, the Holder will receive an Exchange Note having a principal     
amount equal to that of the Original Note tendered. Interest on each Exchange   
Note will accrue or accumulate from the last interest payment date on which     
interest was paid on the Original Note tendered in exchange therefor or, if no  
interest has been paid on such Original Note, from December 31, 1997.           

 Each Original Note Holder who wishes to exchange the Original Notes for
Exchange Notes in the Exchange Offer will be required to represent in the Letter
of Transmittal that (i) any Exchange Notes to be received by it will be acquired
in the ordinary course of its business, (ii) at the time of commencement of the 
Exchange Offer, it has no arrangement with any person to participate in the     
distribution (within the meaning of the Securities Act) of the Exchange Notes,  
and (iii) it is not an Affiliate of the Issuers.                                

   If (i) the Issuers are not required to file the Registration Statement or
permitted to consummate the Exchange Offer because the Exchange Offer is not    
permitted by applicable law, including all applicable Gaming Laws or Commission 
policy, or (ii) any holder of Transfer Restricted Securities notifies the       
Issuers prior to the 20th day following consummation of the Exchange Offer that 
(A) it is prohibited by law or Commission policy from participating in the      
Exchange Offer, or (B) it may not resell the Exchange Notes, acquired by it in  
the Exchange Offer to the public without delivering a prospectus and the        
prospectus contained in the Registration Statement is not appropriate or        
available for such resales, or (C) that it is a broker-dealer and owns Original 
Notes acquired directly from the Issuers, or if for any other reason the        
Exchange Offer is not consummated on or before July 29, 1998, or, under certain 
other circumstances, if the Initial Purchaser or any Original Note Holder (other
than the Initial Purchaser) who is not eligible to participate in the Exchange  
Offer shall so request (a "Shelf Request"), the Issuers, will at their cost (a) 
within 120 days of such Shelf Request, file a shelf registration statement      
relating to the offer and sale of the then outstanding Original Notes (a "Shelf 
Registration Statement"); (b) use their best efforts to cause the Shelf         
Registration Statement to be declared effective under the Securities Act no     
later than 180 days following a Shelf Request; and (c) use their best efforts to
keep effective the Shelf Registration Statement until the earlier of December   
31, 1999 or such shorter period terminating when all of the Original Notes      
covered by the Shelf Registration Statement or all of the Original Notes become 
eligible for resale pursuant to Rule 144 without volume restrictions. The       
Issuers will, in the event of the filing of a Shelf Registration Statement,     
provide to each Original Note Holder copies of the prospectus which is a part of
the Shelf Registration Statement, notify each such Holder when such Shelf       
Registration Statement has become effective and take certain other actions      
required to permit unrestricted resales of the Original Notes. A Holder that    
sells its Notes pursuant to the Shelf Registration Statement generally will be  
required to be named as a selling security holder in the related prospectus and 
to deliver a prospectus to purchasers, will be subject to certain civil         
liability provisions under the Securities Act in connection with such sales and 
will be bound by the                                                            
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provisions of the Registration Rights Agreement which are applicable to such    
Holder (including indemnification obligations). If the Issuers fail to comply   
with the above provisions or if such registration statements fail to become     
effective, then, as liquidated damages, additional interest (the "Additional    
Interest") shall become payable with respect to the Original Notes as follows:  

    (i) if a Shelf Registration Statement is required and not filed,
     within 120 days following a Shelf Request, Additional Interest of 0.25% per
     annum shall accrue on the Original Notes over and above the stated rate for
     the first 90 days commencing on the Shelf Request, such Additional Interest
increasing by an additional 0.25% per annum at the beginning of each  
subsequent 30-day period;                                             

         (ii) if the Registration Statement or Shelf Registration Statement is
  not declared effective, in the case of the Registration Statement, on or
   before June 29, 1998 or, in the case of the Shelf Registration Statement,
     within 180 days following a Shelf Request, Additional Interest of 0.25% per
     annum shall accrue on the Original Notes over and above the stated rate for
the first 90 days commencing on June 29, 1998 or such Shelf Request,  
  respectively, such Additional Interest increasing by an additional 0.25%
per annum at the beginning of each subsequent 30-day period; or       

          (iii) if (A) the Issuers have not exchanged all Original Notes validly
    tendered in accordance with the terms of the Exchange Offer on or prior to
    July 29, 1998, or (B) the Registration Statement ceases to be effective at
   any time prior to the time that the Exchange Offer is consummated, or (C)
     if applicable, the Shelf Registration Statement has been declared effective
  and such Shelf Registration Statement ceases to be effective at any time
  prior to December 31, 1999 (unless all the Original Notes have been sold
  thereunder), then Additional Interest of 0.25% per annum shall accrue on
 the Original Notes over and above the stated rate for the first 30 days
    commencing on (x) July 29, 1998 with respect to the Original Notes validly
    tendered and not exchanged by the Issuers in the case of (A) above, or (y)
  the date the Registration Statement ceases to be effective or usable for
  its intended purpose in the case of (B) above, or (z) the day such Shelf
 Registration Statement ceases to be effective in the case of (C) above,
     such Additional Interest increasing by an additional 0.25% per annum at the
  beginning of each subsequent 30-day period; provided that all Additional
 Interest on the Original Notes may not exceed in the aggregate 2.0% per
     annum; and that (1) upon the filing of the Shelf Registration Statement (in
   the case of clause (i) above), (2) upon the effectiveness of the Exchange
   Offer Registration Statement or Shelf Registration Statement (in the case
     of (ii) above), or (3) upon the exchange of Exchange Notes for all Original
Notes tendered (in the case of clause (iii)(A) above), or upon the    
effectiveness of the Registration Statement which had ceased to remain
     effective (in the case of clause (iii)(B) above), or upon the effectiveness
  of the Shelf Registration Statement which had ceased to remain effective
     (in the case of clause (iii)(C) above), Additional Interest on the Original
  Notes as a result of such clause (or the relevant subclause thereof), as
the case may be, shall cease to accrue.                               

   Any Additional Interest due will be payable on the same original interest
payment dates as the Original Notes.                                            

    The regulations of the Nevada Board and the Nevada Commission also provide
that any entity which is not an "affiliated company," as defined in the Nevada  
Act, or which is not otherwise subject to the provisions of the Nevada Act or   
regulations, such as each of the Issuers, which plans to make a public offering 
of securities or the proceeds from the sale of which are intended for the       
construction or operation of gaming facilities in Nevada, or to retire or extend
obligations incurred for such purposes, may apply to the Nevada Commission for  
prior approval of such offering. The Nevada Commission may find an applicant    
unsuitable based solely on the fact that it did not submit such an application, 
unless upon a written Ruling Request, the Nevada Board Chairman has ruled that  
it is not necessary to submit an application. The Exchange Offer will qualify as
a public offering. The Issuers filed a Ruling Request with the Nevada Board     
Chairman. On March 27, 1998, the Nevada Board Chairman granted the Issuers'     
Ruling Request, ruling that the Exchange Offer need not be submitted to the     
Nevada Board or the Nevada Commission for prior approval. See "Regulation and   
Licensing -- Nevada" and "Description of the Notes -- Optional                  
Redemption -- Regulatory Redemption."                                           

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   Following the consummation of the Exchange Offer, the Holders eligible to
participate in the Exchange Offer but who did not tender their Original Notes   
will not have any further exchange or registration rights and the Original Notes
will continue to be subject to certain restrictions on transfer adversely       
affecting the liquidity of the Original Notes. See "Risk Factors -- Consequences
of Failure to Exchange Original Notes."                                         

TERMS OF THE EXCHANGE OFFER                                                     

   Upon the terms and subject to the conditions set forth in this Prospectus
and in the Letter of Transmittal, the Issuers will accept Original Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the       
Expiration Date. The Issuers will issue $1,000 principal amount of Exchange     
Notes in exchange for each $1,000 principal amount of Original Notes tendered   
and identical to those accepted in the Exchange Offer. Holders may tender some  
or all of their Original Notes pursuant to the Exchange Offer. However, Original
Notes may be tendered only in integral multiples of $1,000.                     

The form and terms of the Exchange Notes are identical to the Original
Notes in all material respects except (i) the Exchange Notes bear a Series B    
designation, (ii) the Exchange Notes have been registered under the Securities  
Act and hence will not bear legends restricting the transfer thereof, and (iii) 
the Exchange Notes will not contain certain provisions relating to an increase  
in the interest rate relating to the timing of the Exchange Offer, which rights 
will terminate when the Exchange Offer is consummated. The Exchange Notes will  
evidence the same debt as the Original Notes and will be entitled to the        
benefits of the Indenture.                                                      

As of the date of this Prospectus, $100.0 million aggregate principal 
amount of Original Notes are outstanding. The Issuers have fixed 5:00 p.m., New 
York City time, on June 29, 1998, as the record date for the Exchange Offer for 
purposes of determining the persons to whom this Prospectus and the Letter of   
Transmittal will be mailed initially. Original Note Holders do not have any     
appraisal or dissenters' rights under the General Corporation Law of Nevada or  
the Indenture in connection with the Exchange Offer. The Issuers intend to      
conduct the Exchange Offer in accordance with the applicable requirements of the
Exchange Act and the rules and regulations of the Commission thereunder. The    
Issuers shall be deemed to have accepted validly tendered Original Notes when,  
as and if the Issuers have given oral or written notice thereof to the Exchange 
Agent. The Exchange Agent will act as agent for the Tendering Holders for the   
purpose of receiving the Exchange Notes from the Issuers. If any tendered       
Original Notes are not accepted for exchange because of an invalid tender, the  
occurrence of certain other events set forth herein or otherwise, the           
certificates for any unaccepted Original Notes will be returned, without        
expense, to the Tendering Holder thereof as promptly as practicable after the   
Expiration Date. Tendering Holders will not be required to pay brokerage        
commissions or fees or, subject to the instructions of the Letter of            
Transmittal, transfer taxes with respect to the exchange of Original Notes      
pursuant to the Exchange Offer. The Issuers will pay all charges and expenses,  
other than the transfer taxes in certain circumstances, in connection with the  
Exchange Offer. See "-- Fees and Expenses."                                     

EXPIRATION DATE; EXTENSIONS; AMENDMENTS                                         

   The "Expiration Date" is 5:00 p.m., New York City time, on July 29, 1998,
unless the Issuers, in their sole discretion, extend the Exchange Offer, in     
which case the term "Expiration Date" shall mean the latest date and time to    
which the Exchange Offer is extended.                                           

     In order to extend the Exchange Offer, the Issuers will notify the Exchange
Agent of any extension by oral or written notice and will mail to the registered
Holders an announcement thereof, each prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.           

The Issuers reserve the right (i) to delay acceptance of any Original 
Notes, to extend the Exchange Offer or to terminate the Exchange Offer if any of
the conditions set forth below under "-- Conditions" shall not have been        
satisfied, by giving oral or written notice of such delay, extension or         
termination to the Exchange Agent, or (ii) to amend the terms of the Exchange   
Offer in any manner. Any such delay in acceptance, extension, termination or any
amendment will be followed as promptly as practicable by oral or written notice 
thereof to the registered Holders.                                              

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PROCEDURES FOR TENDERING                                                        

     The tender of Original Notes pursuant to any of the procedures set forth in
this Prospectus and in the Letter of Transmittal will constitute a binding      
agreement between the Tendering Holder and the Issuers in accordance with the   
terms and subject to the conditions set forth herein and in the Letter of       
Transmittal. The tender of Original Notes will constitute an agreement to       
deliver good and marketable title to all tendered Original Notes prior to the   
Expiration Date free and clear of all liens, charges, claims, encumbrances,     
interests and restrictions of any kind.                                         

EXCEPT AS PROVIDED IN "-- GUARANTEED DELIVERY PROCEDURES," UNLESS THE 
ORIGINAL NOTES BEING TENDERED ARE DEPOSITED BY THE TENDERING HOLDER WITH THE    
EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE (ACCOMPANIED BY A PROPERLY COMPLETED
AND DULY EXECUTED LETTER OF TRANSMITTAL), THE ISSUERS MAY, AT THEIR OPTION,     
REJECT SUCH TENDER. ISSUANCE OF EXCHANGE NOTES WILL BE MADE ONLY AGAINST DEPOSIT
OF TENDERED ORIGINAL NOTES AND DELIVERY OF ALL OTHER REQUIRED DOCUMENTS.        
NOTWITHSTANDING THE FOREGOING, DTC PARTICIPANTS TENDERING THROUGH ATOP WILL BE  
DEEMED TO HAVE MADE VALID DELIVERY WHERE THE EXCHANGE AGENT RECEIVES AN AGENT'S 
MESSAGE PRIOR TO THE EXPIRATION DATE.                                           

To tender Original Notes, the following procedures must be followed:  

    Original Notes held through DTC. Each beneficial owner owning interests in
Original Notes holding Original Notes through a DTC Participant must instruct   
such DTC Participant to cause its Original Notes to be tendered in accordance   
with the procedures set forth in this Prospectus.                               

     Pursuant to an authorization given by DTC to the DTC Participants, each DTC
Participant holding Original Notes through DTC must (i) electronically transmit 
its acceptance through ATOP, and DTC will then edit and verify the acceptance,  
execute a book-entry delivery to the Exchange Agent's account at DTC and send an
Agent's Message to the Exchange Agent for its acceptance, or (ii) comply with   
the guaranteed delivery procedures set forth below and in the Notice of         
Guaranteed Delivery. See "-- Guaranteed Delivery Procedures."                   

The Exchange Agent will (promptly after the date of this Prospectus)  
establish accounts at DTC for purposes of the Exchange Offer with respect to    
Original Notes held through DTC, and any financial institution that is a DTC    
Participant may make book-entry delivery of interests in Original Notes into the
Exchange Agent's account through ATOP. However, although delivery of interests  
in the Original Notes may be effected through book-entry transfer into the      
Exchange Agent's account through ATOP, an Agent's Message in connection with    
such book-entry transfer, and any other required documents, must be, in any     
case, transmitted to and received by the Exchange Agent at its address set forth
under "-- Exchange Agent," or the guaranteed delivery procedures set forth below
must be complied with, in each case, prior to the Expiration Date. Delivery of  
documents to DTC does not constitute delivery to the Exchange Agent. The        
confirmation of a book-entry transfer into the Exchange Agent's account at DTC  
as described above is referred to herein as a "Book-Entry Confirmation."        

The term "Agent's Message" means a message transmitted by DTC to, and 
received by, the Exchange Agent and forming a part of the Book-Entry            
Confirmation, which states that DTC has received an express acknowledgment from 
each DTC Participant tendering through ATOP that such DTC Participants have     
received a Letter of Transmittal and agree to be bound by the terms of such     
Letter of Transmittal and that the Issuers may enforce such agreement against   
such DTC Participants.                                                          

Cede & Co., as the Holder of the global certificates representing the 
Original Notes (the "Global Notes"), will tender a portion of each of the Global
Notes equal to the aggregate principal amount due at the stated maturity for    
which instructions to tender are given by DTC Participants.                     

    Original Notes held by Holders. Each Holder must (i) complete and sign and
mail or deliver the accompanying Letter of Transmittal, and any other documents 
required by such Letter of Transmittal,                                         

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together with certificates representing all tendered Original Notes, to the     
Exchange Agent at its address set forth under "-- Exchange Agent," or (ii)      
comply with the guaranteed delivery procedures set forth below and in the Notice
of Guaranteed Delivery. See "-- Guaranteed Delivery Procedures."                

    All signatures on a Letter of Transmittal must be guaranteed by any member
firm of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States or an "eligible guarantor" institution    
within the meaning of Rule 17Ad-15 under the Exchange Act (each an "Eligible    
Institution"); provided, however, that signatures on a Letter of Transmittal    
need not be guaranteed if such Original Notes are tendered for the account of an
Eligible Institution including (as such terms are defined in Rule 17Ad-15): (i) 
a bank; (ii) a broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer or government securities broker; (iii) a   
credit union; (iv) a national securities exchange, registered securities        
association or clearing agency; or (v) a savings institution that is a          
participant in a Securities Transfer Association recognized program.            

 If a Letter of Transmittal or any Original Note is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a        
corporation or other person acting in a fiduciary or representative capacity,   
such person must so indicate when signing, and proper evidence satisfactory to  
the Issuers of the authority of such person so to act must be submitted.        

    Holders should indicate in the applicable box in the Letter of Transmittal
the name and address to which substitute certificates evidencing Original Notes 
for amounts not tendered are to be issued or sent, if different from the name   
and address of the person signing such Letter of Transmittal. In the case of    
issuance in a different name, the employer identification or social security    
number of the person named must also be indicated. If no instructions are given,
such Original Notes not tendered, as the case may be, will be returned to the   
person signing such Letter of Transmittal.                                      

     By tendering, each Holder and each DTC Participant will make to the Issuers
the representations set forth in the third paragraph under the heading          
"-- Purpose and Effect of the Exchange Offer."                                  

No alternative, conditional, irregular or contingent tenders will be  
accepted (unless waived). By executing a Letter of Transmittal or transmitting  
an acceptance through ATOP, as the case may be, each Tendering Holder waives any
right to receive any notice of the acceptance for purchase of its Original      
Notes.                                                                          

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Original Notes will be resolved by the      
Issuers, whose determination will be final and binding. The Issuers reserve the 
absolute right to reject any or all tenders that are not in proper form or the  
acceptance of which may, in the opinion of counsel for the Issuers, be unlawful.
The Issuers also reserve the absolute right to waive any condition to the       
Exchange Offer and any irregularities or conditions of tender as to particular  
Original Notes. The Issuers' interpretation of the terms and conditions of the  
Exchange Offer (including the instructions in the Letter of Transmittal) will be
final and binding. Unless waived, any irregularities in connection with tenders 
must be cured within such time as the Issuers shall determine. The Issuers and  
the Exchange Agent shall not be under any duty to give notification of defects  
in such tenders and shall not incur liabilities for failure to give such        
notification. Tenders of Original Notes will not be deemed to have been made    
until such irregularities have been cured or waived. Any Original Notes received
by the Exchange Agent that are not properly tendered and as to which the        
irregularities have not been cured or waived will be returned by the Exchange   
Agent to the Tendering Holder, unless otherwise provided in the Letter of       
Transmittal, as soon as practicable following the Expiration Date.              

     LETTERS OF TRANSMITTAL AND ORIGINAL NOTES MUST BE SENT ONLY TO THE EXCHANGE
AGENT. DO NOT SEND LETTERS OF TRANSMITTAL OR ORIGINAL NOTES TO THE ISSUERS OR   
DTC.                                                                            

  The method of delivery of Original Notes and Letters of Transmittal, any
required signature guaranties and all other required documents, including       
delivery through DTC and any acceptance through ATOP, is at the election and    
risk of the persons tendering and delivering acceptances or Letters of          
Transmittal and, except as otherwise provided in the applicable Letter of       
Transmittal, delivery will be deemed made only when                             
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actually received by the Exchange Agent. If delivery is by mail, it is suggested
that the Holder use properly insured, registered mail with return receipt       
requested, and that the mailing be made sufficiently in advance of the          
Expiration Date to permit delivery to the Exchange Agent prior to the Expiration
Date.                                                                           

GUARANTEED DELIVERY PROCEDURES                                                  

  Original Notes held through DTC. DTC Participants holding Original Notes
through DTC who wish to cause their Original Notes to be tendered, but who      
cannot transmit their acceptances through ATOP prior to the Expiration Date, may
cause a tender to be effected if:                                               

          (a) guaranteed delivery is made by or through an Eligible Institution;

          (b) prior to 5:00 p.m., New York City time on the Expiration Date, the
     Exchange Agent receives from such Eligible Institution a properly completed
  and duly executed Notice of Guaranteed Delivery (by mail, hand delivery,
facsimile transmission or overnight courier) substantially in the form
provided by the Issuers herewith; and                                 

    (c) Book-Entry Confirmation and an Agent's Message in connection
  therewith (as described above) are received by the Exchange Agent within
  three NYSE trading days after the date of the execution of the Notice of
Guaranteed Delivery.                                                  

   Original Notes Held by Holders. Holders who wish to tender their Original
Notes and (i) whose Original Notes are not immediately available, (ii) who      
cannot deliver their Original Notes, the Letter of Transmittal or any other     
required documents to the Exchange Agent, or (iii) who cannot complete the      
procedures for book-entry transfer, prior to the Expiration Date, may effect a  
tender if:                                                                      

(a) the tender is made through an Eligible Institution;     

          (b) prior to 5:00 p.m., New York City time on the Expiration Date, the
     Exchange Agent receives from such Eligible Institution a properly completed
     and duly executed Notice of Guaranteed Delivery (by facsimile transmission,
  mail or hand delivery) setting forth the name and address of the Holder,
   the certificate number(s) of such Original Notes and the principal amount
   of Original Notes tendered, stating that the tender is being made thereby
    and guaranteeing that, within three NYSE trading days after the Expiration
  Date, the Letter of Transmittal (or facsimile thereof) together with the
certificates representing the Original Notes (or a confirmation of    
book-entry transfer of such Original Notes into the Exchange Agent's  
account at the Book-Entry Transfer Facility), and any other documents 
  required by such Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent; and                              

      (c) such properly completed and executed Letter of Transmittal (or
     facsimile thereof), as well as the certificate(s) representing all tendered
     Original Notes in proper form for transfer (or a confirmation or book-entry
  transfer of such Original Notes into the Exchange Agent's account at the
 Book-Entry Transfer Facility), and all other documents required by such
  Letter of Transmittal are received by the Exchange Agent upon three NYSE
trading days after the Expiration Date.                               

     Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to Holders who wish to tender their Original Notes according to the        
guaranteed delivery procedures set forth above.                                 

WITHDRAWAL OF TENDERS                                                           

Except as otherwise provided herein, tenders of Original Notes may be 
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration 
Date.                                                                           

  Original Notes held through DTC. DTC Participants holding Original Notes
who have transmitted their acceptances through ATOP may, prior to 5:00 p.m., New
York City time, on the Expiration Date, withdraw the instruction given thereby  
by delivering to the Exchange Agent, at its address set forth under "-- Exchange
Agent," a written, telegraphic or facsimile notice of withdrawal of such        
instruction. Such notice of withdrawal must contain the name and number of the  
DTC Participant, the principal amount due at the stated maturity or number of   
shares of the Original Notes to which such withdrawal related and the signature 
of the DTC                                                                      

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Participant. Withdrawal of such an instruction will be effective upon receipt of
such written notice of withdrawal by the Exchange Agent.                        

   Original Notes held by Holders. Holders may withdraw a tender of Original
Notes in the Exchange Offer, by a telegram, telex, letter or facsimile          
transmission notice of withdrawal received by the Exchange Agent at its address 
set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date.
Any such notice of withdrawal must (i) specify the name of the person having    
deposited the Original Notes to be withdrawn (the "Depositor"), (ii) identify   
the Original Notes to be withdrawn (including the certificate number(s) and     
principal amount due at the stated maturity of such Original Notes, or, in the  
case of Original Notes transferred by book-entry transfer, the name and number  
of the account at the Book-Entry Transfer Facility to be credited), (iii) be    
signed by the Holder in the same manner as the original signature on the Letter 
of Transmittal by which such Original Notes were tendered (including any        
required signature guarantees) or be accompanied by documents of transfer       
sufficient to have the Trustee with respect to the Original Notes register the  
transfer of such Original Notes into the name of the person withdrawing the     
tender, and (iv) specify the name in which any such Original Notes are to be    
registered, if different from that of the Depositor. All questions as to the    
validity, form and eligibility (including time of receipt) of such notices will 
be determined by the Issuers, whose determination shall be final and binding on 
all parties. Any Original Notes so withdrawn will be deemed not to have been    
validly tendered for purposes of the Exchange Offer and no Exchange Notes will  
be issued with respect thereto unless the Original Notes so withdrawn are       
validly retendered. Any Original Notes which have been tendered but which are   
not accepted for exchange will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal, rejection of tender or     
termination of the Exchange Offer. Properly withdrawn Original Notes may be     
retendered by following one of the procedures described above under             
"-- Procedures for Tendering" at any time prior to the Expiration Date.         

    All signatures on a notice of withdrawal must be guaranteed by an Eligible
Institution; provided, however, that signatures on the notice of withdrawal need
not be guaranteed if the Original Notes being withdrawn are held for the account
of an Eligible Institution.                                                     

     A withdrawal of an instruction or a withdrawal of a tender must be executed
by a DTC Participant or a Holder, as the case may be, in the same manner as the 
person's name appears on its transmission through ATOP or Letter of Transmittal,
as the case may be, to which such withdrawal relates. If a notice of withdrawal 
is signed by a trustee, partner, executor, administrator, guardian,             
attorney-in-fact, agent, officer of a corporation or other person acting in a   
fiduciary or representative capacity, such person must so indicate when signing 
and must submit with the revocation appropriate evidence of authority to execute
the notice of withdrawal. A DTC Participant or a Holder may withdraw an         
instruction or a tender, as the case may be, only if such withdrawal complies   
with the provisions of this Prospectus.                                         

A withdrawal of a tender of Original Notes by a DTC Participant or a  
Holder, as the case may be, may be rescinded only by a new transmission of an   
acceptance through ATOP or execution and delivery of a new Letter of            
Transmittal, as the case may be, in accordance with the procedures described    
herein.                                                                         

CONDITIONS                                                                      

     Notwithstanding any other term of the Exchange Offer, the Issuers shall not
be required to accept for exchange or exchange any Original Notes, and may      
terminate or amend the Exchange Offer as provided herein before the acceptance  
of such Original Notes, if:                                                     

        (a) any action or proceeding is instituted or threatened in any court or
         by or before any governmental agency with respect to the Exchange
          Offer which, in the judgment of the Issuers upon written advice of
      counsel, could reasonably be expected to impair materially the
        ability of the Issuers to proceed with the Exchange Offer or any
           material adverse development has occurred in any existing action or
      proceeding with respect to the Issuers or any Subsidiaries; or

        (b) any law, statute, rule, regulation or interpretation by the staff of
     the Commission is proposed, adopted or enacted, which, in the
judgment of the Issuers and based on written advice of  

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      counsel, could reasonably be expected to impair materially the
           ability of the Issuers to proceed with the Exchange Offer or impair
         materially the contemplated benefits of the Exchange Offer to the
Issuers; or                                             

       (c) any governmental approval has not been obtained, which approval the
         Issuers shall, in their discretion and based on written advice of
          counsel, deem necessary for the consummation of the Exchange Offer
as contemplated hereby.                                 

   If any of the conditions are not satisfied, the Issuers may (i) refuse to
accept any Original Notes and return all tendered Original Notes to the         
Tendering Holders, (ii) extend the Exchange Offer and retain all Original Notes 
tendered prior to the expiration of the Exchange Offer, subject, however, to the
rights of Holders to withdraw such Original Notes (see "-- Withdrawal of        
Tenders") or (iii) waive such unsatisfied conditions with respect to the        
Exchange Offer and accept all properly tendered Original Notes which have not   
been withdrawn.                                                                 

EXCHANGE AGENT                                                                  

United States Trust Company of New York has been appointed as Exchange
Agent for the Exchange Offer. Questions and requests for assistance, requests   
for additional copies of this Prospectus or of the Letter of Transmittal and    
requests for Notice of Guaranteed Delivery should be directed to the Exchange   
Agent addressed as follows:                                                     

                                                        · Enlarge/Download Table
                                                                                             

         By Mail:                 By Overnight Courier:                   By Hand:           
United States Trust Company    United States Trust Company      United States Trust Company  
        of New York                    of New York                      of New York          
       P. O. Box 844             770 Broadway-13th Floor                111 Broadway         
      Cooper Station            Corporate Trust Operations              Lower Level          
  New York, NY 10276-0844               Department                   New York, NY 10006      
 (registered or certified           New York, NY 10003         Attn: Corporate Trust Services
           mail                                                                              
       recommended)                                                                          

                                      By Facsimile:                                          
                                      (212) 780-0592                                         
                             (For Eligible Institutions Only)                                

                                  Confirm by telephone:                                      
                                      (800) 548-6565                                         

  Delivery to an address other than as set forth above, or transmission of
instructions via a facsimile number other than the one set forth above, will not
constitute a valid delivery.                                                    

FEES AND EXPENSES                                                               

The expenses of soliciting tenders will be borne by the Issuers. The  
principal solicitation is being made by mail; however, additional solicitation  
may be made by telegraph, telecopy, telephone or in person by officers and      
regular employees of the Issuers and their Affiliates.                          

 The Issuers have not retained any dealer-manager in connection with the
Exchange Offer and will not make any payments to brokers, dealers, or others    
soliciting acceptances of the Exchange Offer. The Issuers, however, will pay the
Exchange Agent reasonable and customary fees for its services and will reimburse
it for its reasonable out-of-pocket expenses in connection therewith.           

     The cash expenses to be incurred in connection with the Exchange Offer will
be paid by the Issuers. Such expenses include fees and expenses of the Exchange 
Agent and the Trustee, accounting and legal fees and printing costs, among      
others.                                                                         

ACCOUNTING TREATMENT                                                            

The Exchange Notes will be recorded at the same carrying value as the 
Original Notes, which is face value less the OID attributed to the Warrants as  
reflected in the Issuers' accounting records on the date of                     

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exchange. Accordingly, no gain or loss for accounting purposes will be          
recognized by the Issuers. The expenses of the Exchange Offer will be           
capitalized and amortized over the term of the Exchange Notes.                  

CONSEQUENCES OF FAILURE TO EXCHANGE                                             

  The Original Notes that are not exchanged for Exchange Notes pursuant to
the Exchange Offer will remain restricted securities. Accordingly, such Original
Notes may be resold only (i) to the Issuers (upon redemption thereof or         
otherwise), (ii) so long as the Original Notes are eligible for resale pursuant 
to Rule 144A, to a person inside the United States whom the seller reasonably   
believes is a Qualified Institutional Buyer within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A, in accordance with Rule 144, 
or pursuant to another exemption from the registration requirements of the      
Securities Act (and based upon an opinion of counsel reasonably acceptable to   
the Issuers), (iii) outside the United States to a foreign person in a          
transaction meeting the requirements of Rule 904 under the Securities Act, or   
(iv) pursuant to an effective registration statement under the Securities Act,  
in each case in accordance with any applicable securities laws of any state of  
the United States.                                                              

RESALE OF THE EXCHANGE NOTES                                                    

    With respect to resales of the Exchange Notes, based on interpretations by
the staff of the Commission set forth in no-action letters issued to third      
parties, the Issuers believe that a Holder or other person who receives Exchange
Notes in the ordinary course of business, whether or not such person is the     
Holder (other than (i) a broker-dealer who purchases such Exchange Notes from   
the Issuers to resell pursuant to Rule 144A or any other available exemption    
under the Securities Act or (ii) a person that is an "affiliate" of the Issuers 
(within the meaning of Rule 405 under the Securities Act) who receives Exchange 
Notes in exchange for Original Notes, and who is not participating, does not    
intend to participate, and has no arrangement or understanding with such person 
to participate in the distribution of the Exchange Notes, will be allowed to    
resell the Exchange Notes to the public without further registration under the  
Securities Act and without delivering to the purchasers of the Exchange Notes a 
prospectus that satisfies the requirements of Section 10 of the Securities Act. 
However, if any Holder acquires Exchange Notes in the Exchange Offer for the    
purpose of distributing or participating in a distribution of the Exchange      
Notes, such Holder cannot rely on the position of the staff of the Commission   
enunciated in such no-action letters or any similar interpretive letters, and   
must comply with the registration and prospectus delivery requirements of the   
Securities Act in connection with any resale transaction, unless an exemption   
from registration is otherwise available. Further, each Participating           
Broker-Dealer that receives Exchange Notes for its own account in exchange for  
Original Notes, where such securities were acquired by such Participating       
Broker-Dealer as a result of market making activities or other trading          
activities, must acknowledge that it will deliver a prospectus in connection    
with any resale of such Exchange Notes.                                         

As contemplated by these no-action letters and the Registration Rights
Agreement, each Holder accepting the Exchange Offer is required to represent to 
the Issuers in the Letter of Transmittal that (i) the Exchange Notes are to be  
acquired by the Holder or the person receiving such Exchange Notes, whether or  
not such person is the Holder, in the ordinary course of business, (ii) the     
Holder or any such other person (other than a Participating Broker-Dealer       
referred to in the next sentence) is not engaging and does not intend to engage,
in the distribution of the Exchange Notes, (iii) the Holder or any such other   
person has no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes, (iv) neither the Holder nor any such other  
person is an "affiliate" of the Issuers within the meaning of Rule 405 under the
Securities Act, and (v) the Holder or any such other person acknowledges that if
such Holder or other person participates in the Exchange Offer for the purpose  
of distributing the Exchange Notes it must comply with the registration and     
prospectus delivery requirements of the Securities Act in connection with any   
resale of the Exchange Notes and cannot rely on the no-action letters. As       
indicated above, each Participating Broker-Dealer that receives Exchange Notes  
for its own account in exchange for Original Notes must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. For a
description of the procedures for such resales by Participating Broker-Dealers, 
see "Plan of Distribution."                                                     

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DESCRIPTION OF THE NOTES

    The following summary of certain provisions of the Indenture and the Notes
does not purport to be complete and is subject to, and is qualified in its      
entirety by reference to, all the provisions of the Indenture (including the    
definitions of certain terms therein and those terms made a part thereof by the 
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act")) and the    
Notes. See "Glossary" beginning on page 96 for definitions of certain           
capitalized terms. Capitalized terms that are used but not otherwise defined    
herein have the meanings assigned to them in the Indenture and such definitions 
are incorporated herein by reference.                                           

     The form and terms of the Exchange Notes are the same as the form and terms
of the Original Notes except that (i) the Exchange Notes bear a Series B        
designation, (ii) the Exchange Notes have been registered under the Securities  
Act and hence will not bear legends restricting the transfer thereof, and (iii) 
the Exchange Note Holders will not be entitled to certain rights under the      
Registration Rights Agreement relating to an increase in the interest rate      
relating to the timing of the Exchange Offer, which rights will terminate when  
the Exchange Offer is consummated. The terms of the Exchange Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act as in effect on December 31, 1997 for a statement of them. A
copy of the form of Indenture may be obtained from the Issuers or the Commission
by any Holder or prospective investor upon request. See "Additional             
Information."                                                                   

     The Original Notes were, and the Exchange Notes will be, issued pursuant to
the Indenture. Principal of, premium, if any, and interest on the Notes will be 
payable, and the Notes may be exchanged or transferred, at the office or agency 
of the Issuers in the Borough of Manhattan, the City of New York (which         
initially shall be the corporate trust office of the Trustee in New York, New   
York), except that, at the option of the Issuers, cash payments of interest may 
be made by check mailed to the Note Holders. Initially, the Trustee will act as 
Paying Agent and Registrar for the Notes. The Notes may be presented for        
registration of transfer, and the Original Notes may be presented for exchange, 
at the offices of the Registrar, which initially will be the Trustee's corporate
trust office. The Issuers may change any Paying Agent and Registrar without     
notice to Note Holders.                                                         

  The Exchange Notes will be issued only in fully registered form, without
coupons, in denominations of $1,000 and any integral multiple of $1,000. No     
service charge will be made for any registration of transfer or exchange of     
Exchange Notes, but the Issuers may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge payable in connection     
therewith.                                                                      

PRINCIPAL AMOUNT, MATURITY AND INTEREST PAYMENTS                                

 In December 1997, the Issuers jointly and severally sold $100.0 million
aggregate principal amount of Original Notes to the Initial Purchaser in the    
144A Offering. The Notes will mature on December 15, 2007 and bear interest at  
the rate of 13.0% per annum from December 31, 1997 or from the most recent date 
to which interest has been paid or provided for, which will be payable in       
arrears semiannually on each Interest Payment Date, commencing on June 15, 1998,
to Holders of record at the close of business on June 1 or December 1           
immediately preceding the Interest Payment Date. The interest rate on the Notes 
is subject to increase under certain circumstances. See "The Exchange Offer."   
Interest will be payable only in cash or in additional Notes on each Interest   
Payment Date, at the option of the Issuers, until June 15, 1999, and thereafter 
will be payable in cash. To the extent any cash interest is not paid after June 
15, 1999, the amount not paid will bear interest at the interest rate then      
applicable to the Notes plus 2.0%. Interest will be computed on the basis of a  
360-day year comprised of twelve 30-day months. The Notes will not be entitled  
to the benefit of any mandatory sinking fund.                                   

OPTIONAL REDEMPTION                                                             

    Except as described under "-- Regulatory Redemption" or under "-- Optional
Redemption Upon Public Equity Offering," the Notes will not be redeemable at the
option of the Issuers until December 15, 2002, at which time the Notes will be  
redeemable, in whole or in part, at the Issuers' option at any time upon not    
less than 30 nor more than 60 days notice by first-class mail at the following  
redemption prices, if redeemed during                                           
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the 12-month period commencing on December 15 of the years set forth below, plus
accrued and unpaid interest to the redemption date:                             

                                                                · Download Table

                                                              REDEMPTION
              12 MONTHS COMMENCING DECEMBER 15                  PRICE   
              --------------------------------                ----------
                                                                        
2002........................................................    106.50% 
2003........................................................    104.33  
2004........................................................    102.17  
2005 and thereafter.........................................    100.00% 

Optional Redemption Upon Public Equity Offering. At any time prior to 
December 15, 2000, and not more than 90 days after the consummation of any      
Public Equity Offering, each of the Issuers at its option may redeem up to 35.0%
of the aggregate principal amount of the Notes with the Net Cash Proceeds of one
or more Public Equity Offerings by the Partnership at a redemption price equal  
to 113.0% of the principal amount thereof plus accrued and unpaid interest      
thereon, if any, to the date of redemption, provided that there is a Public     
Market at the time of such redemption and that after any such redemption at     
least $65.0 million of the original principal amount of the Notes remains       
outstanding.                                                                    

    Selection. The Notes will be selected for any redemption by the Trustee on
a pro rata basis, by lot or by such other method as the Trustee in its sole     
discretion deems to be fair and appropriate, provided that for a partial        
redemption with the Net Cash Proceeds of a Public Equity Offering, selection of 
the Notes for redemption shall be made by the Trustee only on a pro rata basis  
unless such method is otherwise prohibited. The Notes may be redeemed in        
multiples of $1,000 principal amount only. Notice of redemption will be sent by 
first class mail, postage prepaid, at least 30 days (unless a shorter period is 
acceptable to the Trustee) but not more than 60 days prior to the date fixed for
redemption to each Holder whose Notes are to be redeemed. If any Note is to be  
redeemed partially, the notice of redemption that relates to such Note shall    
state the portion of the principal amount thereof to be redeemed. A new Note in 
principal amount equal to the unredeemed portion thereof will be issued in the  
name of the Holder upon cancellation of the original Note. On and after any     
redemption date, interest will cease to accrue on the Notes (or part thereof)   
called for redemption as long as either of the Issuers has deposited with the   
Paying Agent funds in satisfaction of the redemption price pursuant to the      
Indenture.                                                                      

  Regulatory Redemption. If any Gaming Authority requires that a Holder or
beneficial owner of the Notes be licensed, qualified or found suitable under any
applicable Gaming Laws in order to maintain any gaming license or franchise of  
the Partnership under any applicable Gaming Laws, and the Holder or beneficial  
owner fails to apply (at its sole cost and expense) for a license, qualification
or finding of suitability within 30 days after being requested to do so by the  
Gaming Authority (or such other period that may be required by such Gaming      
Authority), or if such Holder or beneficial owner is not so licensed, qualified 
or found suitable, the Issuers shall have the right, at their option, (i) to    
require such Holder or beneficial owner to dispose of the Notes within 30 days  
of receipt of such finding by the Gaming Authority (or such other date as may be
required by the applicable Gaming Authority), or (ii) to call for redemption    
(pursuant to the procedures of the Indenture unless otherwise required by a     
Gaming Authority) of the Notes of such Holder or beneficial owner at a          
redemption price equal to the lesser of the principal amount, the fair market   
value thereof or the price at which such Holder or beneficial owner acquired the
Notes, together with, in either case, accrued and unpaid interest. See "Risk    
Factors -- Gaming Regulation" and "Regulation and Licensing -- Nevada."         

RANKING AND SUBORDINATION                                                       

   The Original Notes are, and the Exchange Notes will be, general unsecured
obligations of the Issuers subordinated in right of payment to payment in full  
of all existing and future Senior Indebtedness, and will be senior or pari passu
in right of payment to all existing and future subordinated Indebtedness.       
Payment from the proceeds of U.S. Government Obligations held in any defeasance 
trust is not subordinate to any Senior Indebtedness or subject to the           
restrictions described herein. See "-- Defeasance." As of December 31, 1997,    

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on a pro forma basis after giving effect to the completion of the Resort Casino,
the aggregate principal amount of the Issuers' outstanding Senior Indebtedness  
was $100.0 million (assuming issuance of all $100.0 million of the Mortgage     
Notes) and the Issuers had no outstanding Subordinated Obligations. As of March 
31, 1998, the total outstanding Indebtedness of the Issuers ranking senior or   
pari passu with the Exchange Notes, and including $60.0 million of the Mortgage 
Notes, trade and other operating debt, is $60.0 million. As of the date of this 
Prospectus, the Issuers neither have any Restricted Subsidiary debt or          
anticipate incurring any such debt in the future.                               

    Although the Indenture limits the additional Indebtedness that the Issuers
may incur, the amount of such Indebtedness could be substantial and, in any     
case, such Indebtedness may be Senior Indebtedness. See "-- Certain             
Covenants -- Limitation on Indebtedness."                                       

Upon any distribution to creditors of an Issuer in a liquidation or   
dissolution of such Issuer or in a bankruptcy, reorganization, insolvency,      
receivership or similar proceeding relating to such Issuer or its property, an  
assignment for the benefit of creditors or any marshaling of an Issuer's assets 
and liabilities, the Holders will be entitled to receive payment in full of all 
obligations due in respect of such Senior Indebtedness (including interest after
the commencement of any such proceeding, whether or not an allowable claim, at  
the rate specified in the applicable Senior Indebtedness) before the Holders    
will be entitled to receive any payment with respect to the Notes. Until all    
obligations with respect to Senior Indebtedness are paid in full, any           
distribution to which the Holders would be entitled will be made to the holders 
of Senior Indebtedness (except that the Holders may receive and retain permitted
Subordinated Obligations and payments made from the defeasance trust). See      
"-- Defeasance."                                                                

    The Issuers may not pay principal of, premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions described under            
"-- Defeasance" below and may not otherwise purchase, redeem or otherwise retire
any Notes if (i) any Designated Senior Indebtedness is not paid when due, or    
(ii) any other default on Designated Senior Indebtedness occurs and the maturity
of such Designated Senior Indebtedness is accelerated in accordance with its    
terms unless, in either case, the default has been cured or waived and any such 
acceleration has been rescinded or such Designated Senior Indebtedness has been 
paid in full in cash or Cash Equivalents. However, the Issuers may pay the Notes
without regard to the foregoing if the Issuers and the Trustee receive written  
notice approving such payment from the Representative of the Designated Senior  
Indebtedness with respect to which either of the events set forth in clause (i) 
or (ii) of the immediately preceding sentence has occurred and is continuing.   
During the continuance of any default (other than a default described in clause 
(i) or (ii) of the second preceding sentence) with respect to any Designated    
Senior Indebtedness pursuant to which the maturity thereof may be accelerated   
immediately without further notice (except such notice as may be required to    
effect such acceleration) or the expiration of any applicable grace periods, the
Issuers may not pay the Notes for a period (a "Payment Blockage Period")        
commencing upon the receipt by the Trustee (with a copy to the Issuers) of      
written notice (a "Blockage Notice") of such default from the Representative of 
the Designated Senior Indebtedness specifying an election to effect a Payment   
Blockage Period and ending 179 days thereafter (or earlier if such Payment      
Blockage Period is terminated (i) by written notice to the Trustee and the      
Issuers from the Person or Persons who gave such Blockage Notice, (ii) by       
repayment in full in cash or Cash Equivalents of such Designated Senior         
Indebtedness, or (iii) because the default giving rise to such Blockage Notice  
is no longer continuing). Notwithstanding the provisions described in the       
immediately preceding sentence (but subject to the provisions contained in the  
first sentence of this paragraph), unless the Holders of such Designated Senior 
Indebtedness or the Representative of such Holders have accelerated the maturity
of such Designated Senior Indebtedness, the Issuers may resume payments on the  
Notes after the end of the Payment Blockage Period. Not more than one Blockage  
Notice may be given in any consecutive 360-day period, irrespective of the      
number of defaults with respect to Designated Senior Indebtedness during such   
period. In no event, however, may the total number of days during which any     
Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate
during any 360 consecutive day period. For purposes of this paragraph, no       
default or event of default that existed or was continuing on the date of the   
commencement of any Payment Blockage Period with respect to the Designated      
Senior Indebtedness initiating such Payment Blockage Period shall be, or be     
made, the basis of the commencement of a subsequent Payment Blockage Period by  
the Representative of the Designated Senior                                     
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Indebtedness, whether or not within a period of 360 consecutive days, unless    
such default or event of default shall have been cured or waived for a period of
not less than 90 consecutive days.                                              

   By reason of such subordination provisions contained in the Indenture, in
the event of insolvency, creditors who are holders of Designated Senior         
Indebtedness (including holders of the Mortgage Notes) may recover more,        
ratably, than the Holders of Notes, and creditors who are not holders of Senior 
Indebtedness (including Holders of the Notes) may recover less, ratably, than   
holders of Senior Indebtedness. There can be no assurance that, in the event of 
insolvency, creditors will recover any portion of amounts owed by the Issuers.  

ACCOUNTS                                                                        

    On the Issue Date the Issuers deposited in an account (the "Notes Proceeds
Account") maintained with First Security Trust Company of Nevada as the Account 
Agent the net proceeds of the Original Notes. The amounts in the Notes Proceeds 
Account (which were comprised solely of cash and Cash Equivalents) will be used 
only to satisfy construction and development costs and will be disbursed        
pursuant to the Disbursement Agreement. See "Description of Disbursement        
Agreement."                                                                     

CHANGE OF CONTROL                                                               

    Upon the occurrence of a Change of Control, each Note Holder will have the
right to require the Issuers to repurchase for cash all or any part of such     
Holder's Notes for 101.0% of the principal amount thereof plus accrued and      
unpaid interest, if any, to the date of purchase. A Change of Control is (i) any
sale, lease, exchange or other transfer (collectively, a "Transfer") (in one    
transaction or a series of related transactions) of all or substantially all of 
the assets of the Partnership and its Subsidiaries; (ii) the adoption of a plan 
relating to the liquidation or dissolution of the Partnership; (iii) RAS ceasing
to be the sole General Partner of the Partnership; or (iv) the Existing Partners
failing to own in the aggregate, directly or indirectly, at least 50.0% of the  
General Partner.                                                                

 No earlier than 30 days and no later than 60 days following a Change of
Control (or if the Notes have been repaid in full at such time), the Issuers    
shall notify each holder of the Change of Control and the Holder's right to     
require the Issuers to repurchase (within 70 to 90 days of the notice) such     
Holder's Notes for 101.0% of the principal amount thereof plus accrued and      
unpaid interest, if any, to the date of purchase and any applicable procedures  
not inconsistent with the Indenture.                                            

If any amounts are owing under the Credit Facilities, at the time of a
Change of Control, prior to the mailing of the notice to the Holders but in any 
event within 30 days following the Change of Control, the Issuers will be       
required to (i) repay in full all obligations under the Credit Facilities, (ii) 
offer to repay in full the Credit Facilities and repay the Credit Facilities to 
each lender who has accepted such offer, or (iii) obtain the consents of the    
lenders under the Credit Facilities to repurchase the Notes. The Issuers will be
required to comply with the provisions described in the preceding sentence prior
to complying with their obligations to repurchase Notes in the event of a Change
of Control. The Credit Facilities lenders are not legally or otherwise obligated
to consent to a repurchase of the Notes by the Issuers following a Change of    
Control and may be entitled to withhold their consent to the repurchase of the  
Notes for any reason or for no reason. A Change of Control could occur at a time
when the Issuers are financially unable to repay the Credit Facilities and/or to
repurchase the Notes. The Issuers have not established, and do not intend to    
establish, any reserves or sinking funds for the repayment of the Credit        
Facilities or the repurchase of the Notes following a Change of Control or      
otherwise and have not received a commitment from any lender to refinance the   
Indebtedness under the Credit Facilities or the Notes obligations in the event  
of a Change of Control or otherwise. The failure or inability of the Issuers to 
repay the Credit Facilities and/or repurchase the Notes following a Change of   
Control will constitute Events of Default under both the Credit Facilities and  
the Indenture. See "Risk Factors -- Change of Control."                         

     The Issuers will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations  
in connection with the repurchase of Notes. To the extent that the provisions of
any securities laws or regulations conflict with provisions of the Indenture,   
the                                                                             

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Issuers will comply with the applicable securities laws and regulations and     
shall not, as a result of such compliance, be deemed to have breached their     
obligations described in the Indenture.                                         

The Issuers will not make any required repurchase of Subordinated     
Obligations until at least 30 days after the Issuers are required to make       
purchases of the Notes following a Change of Control.                           

     The definition of "Change of Control" includes, among other transactions, a
disposition of all or substantially all of the property and assets of the       
Partnership and its Subsidiaries. The phrase "all or substantially all" as used 
in the Indenture varies according to the facts and circumstances of the subject 
transaction, has no clearly established meaning under New York law (which is the
law which governs the Indenture) and is subject to judicial interpretation.     
Accordingly, in certain circumstances there may exist uncertainty as to whether 
a transaction is a disposition of "all or substantially all" of the property or 
assets and whether a Change of Control has occurred.                            

CERTAIN COVENANTS                                                               

The Indenture contains certain covenants including, among others, the 
following:                                                                      

Limitation on Indebtedness                                                  

The Partnership shall not, and shall not permit any of its Restricted 
Subsidiaries to, incur any Indebtedness other than:                             

     (a)(i) ranking pari passu with or which is expressly subordinate and junior
in right of payment to, the Notes, if no Default or Event of Default shall have 
occurred and be continuing at the time of such incurrence or would occur as a   
consequence of such incurrence and the Consolidated Coverage Ratio would be     
equal to at least 2.00 to 1.00 and (ii) Senior Indebtedness if no Default or    
Event of Default shall have occurred and be continuing at the time of such      
incurrence or would occur as a consequence of such incurrence and the           
Consolidated Coverage Ratio would be at least equal to 2.50 to 1.00             
(collectively, the "Coverage Ratio Indebtedness"); and                          

 (b) The following Indebtedness (collectively, the "Additional Permitted
Indebtedness"):                                                                 

          (i) Indebtedness under the Credit Agreement, in an aggregate principal
amount outstanding at any time not to exceed $100.0 million (less the 
amount of any repayments of principal of the Mortgage Notes and any   
permanent reductions in the amount of available borrowings under the  
Revolving Credit Facility as a result of repayments made thereunder); 

   (ii) the incurrence by the Partnership or any of its Restricted
Subsidiaries of Indebtedness (including Capitalized Lease Obligations,
 Attributable Indebtedness incurred in connection with a Sale/ Leaseback
 Transaction or purchase money obligations), incurred for the purpose of
    financing all or any part of the purchase or lease of personal property or
  equipment or financing existing casino equipment used in the business of
the Partnership or a Restricted Subsidiary, in an aggregate principal 
  amount (including any permitted refinancing thereof) not to exceed $15.0
million (plus accrued interest thereon and the amount of reasonable   
expenses incurred and premium paid in connection with any permitted   
refinancing) outstanding at any time;                                 

  (iii) Indebtedness of the Partnership owing to and held by any
     Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary owing to
   and held by the Partnership or any Wholly-Owned Subsidiary; provided that
     any subsequent issuance or transfer of any Capital Stock or any other event
which results in any such Wholly-Owned Subsidiary ceasing to be a     
     Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness
    (except to the Partnership or any Wholly-Owned Subsidiary) shall be deemed
  to constitute the incurrence of such Indebtedness by the issuer thereof;

         (iv) Indebtedness represented by, or Refinancing Indebtedness of, (a)
the Notes, (b) the Subsidiary Guarantee, and (c) any Coverage Ratio   
Indebtedness;                                                         

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  (v) Indebtedness, or Refinancing Indebtedness, of a Restricted
    Subsidiary outstanding on the date on which such Restricted Subsidiary was
acquired by the Partnership (other than Indebtedness incurred in      
  anticipation of, or to provide all or any portion of the funds or credit
support utilized to consummate the transaction or series of related   
transactions pursuant to which such Restricted Subsidiary became a    
    Subsidiary or was otherwise acquired by the Partnership); provided that at
 the time such Restricted Subsidiary is acquired by the Partnership, the
   Partnership would have been able to incur an additional $1.00 of Coverage
Ratio Indebtedness;                                                   

   (vi) Indebtedness (A) in respect of performance bonds, bankers'
   acceptances and surety or appeal bonds provided by the Partnership or any
of its Restricted Subsidiaries to their suppliers, lessors, licensees,
contractors, franchises or customers in the ordinary course of their  
     business, (B) in respect of performance bonds or similar obligations of the
     Partnership or any of its Restricted Subsidiaries for or in connection with
pledges, deposits or payments made or given in the ordinary course of 
   business in connection with or to secure statutory, regulatory or similar
  obligations, including obligations under health, safety or environmental
obligations, and (C) arising from Guarantees to suppliers, lessors,   
    licensees, contractors, franchises or customers of obligations (other than
Indebtedness) incurred in the ordinary course of business;            

         (vii) Indebtedness under certain Currency Agreements entered into for
bona fide hedging purposes of the Partnership or its Restricted       
 Subsidiaries (as determined in good faith by the General Partner of the
  Partnership) and which correspond in terms of notional amount, duration,
currencies and interest rates as applicable, to Indebtedness of the   
  Partnership or its Restricted Subsidiaries incurred without violation of
the Indenture or to business transactions of the Partnership or its   
 Restricted Subsidiaries on customary terms entered into in the ordinary
course of business;                                                   

      (viii) Indebtedness from indemnification agreements, adjustment of
 purchase price or similar obligations, or from Guarantees or letters of
   credit, surety bonds or performance bonds securing any obligations of the
Partnership or any of its Restricted Subsidiaries pursuant to such    
     agreements, in each case incurred in connection with the disposition of any
 business assets or Restricted Subsidiary of the Partnership (other than
Guarantees of Indebtedness or other obligations incurred by any Person
acquiring all or any portion of such business assets or Restricted    
Subsidiary of the Partnership for the purpose of financing such       
acquisition) in a principal amount not to exceed the gross proceeds   
    actually received by the Partnership or any of its Restricted Subsidiaries
     in connection with such disposition and which, together with all other such
Indebtedness, does not exceed $2.0 million;                           

        (ix) Indebtedness consisting of (A) Guarantees by the Partnership of
Indebtedness which would qualify as Coverage Ratio Indebtedness or    
    otherwise as Additional Permitted Indebtedness if incurred directly by the
   Partnership and (B) Guarantees by a Restricted Subsidiary of Indebtedness
incurred by the Partnership which would qualify as Coverage Ratio     
    Indebtedness or otherwise as Additional Permitted Indebtedness if incurred
directly by the Restricted Subsidiary;                                

 (x) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument issued by the
 Partnership or its Subsidiaries drawn against insufficient funds in the
ordinary course of business in an amount not to exceed $250,000 at any
   time, provided that such Indebtedness is extinguished within two business
days of its incurrence; and                                           

       (xi) any other Indebtedness in an aggregate principal amount not to
exceed $5.0 million.                                                  

Neither the Partnership nor any Restricted Subsidiary shall incur any 
Indebtedness under paragraph (b) above if the proceeds thereof are used,        
directly or indirectly, to refinance any Subordinated Obligations of the        
Partnership unless such Indebtedness shall be subordinated to the Notes to at   
least the same extent as such Subordinated Obligations. No Restricted Subsidiary
shall incur any Indebtedness under paragraph (b) above if the proceeds thereof  
are used, directly or indirectly, to refinance any Guarantor Subordinated       
Obligation of such Subsidiary Guarantor unless such Indebtedness shall be       
subordinated to the obligations of such Subsidiary Guarantor under the          
Subsidiary Guarantee to at least the same extent as such Guarantor              

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Subordinated Obligation. The Issuers anticipate that any Guarantees by the      
Partnership or any Subsidiary Guaranty will be full and unconditional.          

  The Partnership will not permit any Unrestricted Subsidiary to incur any
Indebtedness other than Non-Recourse Debt (as such term is defined in the       
Indenture).                                                                     

Limitation on Restricted Payments                                           

The Partnership shall not, and shall not permit any of its Restricted 
Subsidiaries, directly or indirectly, to (i) declare or pay any dividend or make
any distribution on or in respect of its Capital Stock except (A) dividends or  
distributions payable in its Capital Stock (other than Disqualified Stock) or in
options, warrants or other rights to purchase such Capital Stock and (B)        
dividends or distributions payable to the Partnership or a Restricted Subsidiary
which holds any equity interest in the paying Restricted Subsidiary (and if the 
Restricted Subsidiary paying the dividend or making the distribution is not a   
Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata    
basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital
Stock of the Partnership held by Persons other than a Wholly-Owned Subsidiary of
the Partnership or any Capital Stock of a Restricted Subsidiary of the          
Partnership held by any Affiliate of the Partnership, other than a Wholly-Owned 
Subsidiary (in either case, other than in exchange for its Capital Stock (other 
than Disqualified Stock)), (iii) purchase, repurchase, redeem, defease or       
otherwise acquire or retire for value, prior to scheduled maturity, scheduled   
repayment or scheduled sinking fund payment, any Subordinated Obligations, or   
(iv) make any Investment (other than a Permitted Investment) in any Person (each
of the foregoing being referred to as a "Restricted Payment"); if at the time   
the Partnership or such Restricted Subsidiary makes such Restricted Payment: (A)
a Default shall have occurred and be continuing (or would result therefrom); or 
(B) the Partnership is not able to incur an additional $1.00 of Coverage Ratio  
Indebtedness; or (C) the aggregate amount of such Restricted Payment and all    
other Restricted Payments declared or made subsequent to the Issue Date would   
exceed the sum of (1) 50.0% of the Consolidated Net Income accrued during the   
period (treated as one accounting period) from the first day of the fiscal      
quarter beginning on or after the Issue Date to the end of the most recent      
fiscal quarter ending prior to the date of such Restricted Payment as to which  
financial results are available (but in no event ending more than 135 days prior
to the date of such Restricted Payment) (or, in case such Consolidated Net      
Income shall be a deficit, minus 100.0% of such deficit); (2) the aggregate net 
proceeds received by the Partnership from the issue or sale of its Capital Stock
(other than Disqualified Stock) or other capital contributions subsequent to the
Issue Date (other than net proceeds received from an issuance or sale of such   
Capital Stock to (x) a Subsidiary of the Partnership, (y) an employee stock     
ownership plan or similar trust or (z) management employees of the Partnership  
or any Subsidiary of the Partnership (other than sales of Capital Stock (other  
than Disqualified Stock) to management employees of the Partnership pursuant to 
bona fide employee stock option plans of the Partnership); provided that the    
value of any non-cash net proceeds shall be as determined by the General Partner
in good faith where non-cash net proceeds are $2.0 million or more, by a        
nationally-recognized independent investment banking firm); (3) the amount by   
which Indebtedness of the Partnership is reduced on the Partnership's balance   
sheet upon the conversion or exchange (other than by a Restricted Subsidiary of 
the Partnership) subsequent to the Issue Date of any Indebtedness of the        
Partnership convertible or exchangeable for Capital Stock of the Partnership    
(less the amount of any cash, or other property, distributed by the Partnership 
upon such conversion or exchange); and (4) the amount equal to the net reduction
in Investments (other than Permitted Investments) made after the Issue Date by  
the Partnership or any of its Restricted Subsidiaries in any Person resulting   
from (i) repurchases or redemptions of such Investments by such Person, proceeds
realized upon the sale of such Investment to an unaffiliated purchaser,         
repayments of loans or advances or other transfers of assets by such Person to  
the Partnership or any Restricted Subsidiary of the Partnership or (ii) the     
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in
each case as provided in the definition of "Investment") not to exceed, in the  
case of any Unrestricted Subsidiary, the amount of Investments previously       
included in the calculation of the amount of Restricted Payments; provided that 
no amount shall be included under this clause (4) to the extent included in     
Consolidated Net Income.                                                        

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Restricted Payments do not include (i) any purchase or redemption of  
Capital Stock or Subordinated Obligations of the Partnership made by exchange   
for, or out of the proceeds of the substantially concurrent sale of, Capital    
Stock of the Partnership (other than Disqualified Stock and other than Capital  
Stock issued or sold to a Subsidiary, an employee stock ownership plan or       
similar trust, or management employees of the Partnership or any Subsidiary of  
the Partnership); provided that (A) such purchase or redemption shall be        
excluded in the calculation of the amount of Restricted Payments and (B) the Net
Cash Proceeds from such sale shall be excluded from the calculation of aggregate
net proceeds to the Partnership from the sale or issuance of Capital Stock for  
purposes of determining Restricted Payments; (ii) any permitted purchase or     
redemption of Subordinated Obligations made by exchange for, or out of the      
proceeds of the substantially concurrent sale of, Subordinated Obligations;     
provided that such purchase or redemption shall be excluded in the calculation  
of the amount of Restricted Payments; (iii) any permitted purchase or redemption
of Subordinated Obligations from Net Available Cash (such purchase or redemption
to be excluded in the calculation of Restricted Payments); (iv) distributions   
paid within 60 days after the date of declaration if such distributions would   
have been permitted on the date of declaration (such distributions to be        
included in the calculation of the amount of Restricted Payments); (v) permitted
transfer of the Right of First Offer to an Affiliate of SCA; (vi) distributions 
to the General Partner or limited partners of the Partnership as Tax Allowance  
Amounts payable in cash and made as distributions to all partners; (vii) any    
redemption or purchase by the Issuers or any Restricted Subsidiary of Capital   
Stock or Subordinated Obligations of either of the Issuers required by a Gaming 
Authority in order to preserve a material Gaming License; provided, that such   
efforts do not jeopardize any material Gaming License, the Issuers or such      
Restricted Subsidiary shall have diligently tried to find a third-party         
purchaser for such Capital Stock or Subordinated Obligations and no third-party 
purchaser acceptable to the applicable Gaming Authority was willing to purchase 
such Capital Stock or Subordinated Obligations within a time period acceptable  
to such Gaming Authority and (viii) the payment of the subordinated development 
fee due to SCA in an amount not to exceed $3.0 million; provided, that in the   
case of clauses (i), (ii), (iii), (v) and (viii), no Default or Event of Default
shall have occurred or be continuing at the time of such payment or as a result 
thereof.                                                                        

For purposes of determining compliance with the foregoing covenant,   
Restricted Payments may be made with cash or non-cash assets, provided that any 
Restricted Payment made other than in cash shall be valued at the fair market   
value (determined in good faith by the General Partner) of the assets so        
utilized in making such Restricted Payment, provided, that (i) in the case of   
any Restricted Payment made with capital stock or indebtedness, such Restricted 
Payment shall be deemed to be made in an amount equal to the greater of the fair
market value thereof and the liquidation preference (if any) or principal amount
of the Capital Stock or Indebtedness, as the case may be, so utilized, and (ii) 
in the case of any Restricted Payment in an aggregate amount in excess of $2.0  
million, a written fairness opinion of the valuation thereof shall be issued by 
a nationally-recognized independent investment banking firm.                    

Limitation on Liens                                                         

     The Indenture provides that the Partnership shall not, and shall not permit
any Restricted Subsidiary to, directly or indirectly, create or permit to exist 
any Liens except for Permitted Liens.                                           

Limitation on Layered Indebtedness                                          

    The Partnership shall not, directly or indirectly, incur any Indebtedness,
and shall not permit any Subsidiary Guarantor to incur any Indebtedness that is 
expressly subordinate in right of payment to any other Indebtedness of the      
Partnership or such Subsidiary Guarantor unless such Indebtedness is expressly  
subordinate in right of payment to, or ranks pari passu in all respects with,   
the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor.             

Limitation on Business Activities of the Partnership                        

   The Partnership shall not, and shall not permit any Restricted Subsidiary
to, engage, directly or indirectly, in any business other than a Permitted      
Business.                                                                       

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Limitation on Business Activities of RAS                                    

 RAS shall not engage in or conduct any trade or business other than the
incurrence as a joint and several obligor of permitted Indebtedness of the      
Partnership and the holding of the Capital Stock of the Partnership issued to   
RAS and activities incidental thereto. RAS shall not create, capitalize or      
otherwise own or acquire any Subsidiary. See "-- Limitation on Indebtedness."   

Limitation on Restrictions on Distributions from Restricted Subsidiaries    

The Partnership shall not, and shall not permit any of its Restricted 
Subsidiaries to, create or permit to exist or become effective any consensual   
encumbrance or restriction on the ability of any such Restricted Subsidiary to  
(i) pay dividends or make any other distributions on its Capital Stock or pay   
any Indebtedness or other obligation owed to the Partnership, (ii) make any     
loans or advances to the Partnership, or (iii) transfer any of its property or  
assets to the Partnership, except: (a) any encumbrance or restriction pursuant  
to an agreement in effect at or entered into on the Issue Date (including the   
Credit Agreement); (b) any encumbrance or restriction with respect to a         
Restricted Subsidiary pursuant to an agreement relating to any Indebtedness     
issued by such Restricted Subsidiary on or prior to the date on which such      
Restricted Subsidiary was acquired by the Partnership and outstanding on such   
date (other than Indebtedness incurred in anticipation of, or to provide all or 
any portion of the funds or credit support utilized to consummate, the          
transaction or series of related transactions pursuant to which such Restricted 
Subsidiary became a Restricted Subsidiary of the Partnership or was acquired by 
the Partnership); (c) any encumbrance or restriction with respect to such a     
Restricted Subsidiary pursuant to an agreement evidencing Indebtedness incurred 
without violation of the Indenture or effecting certain permitted refinancing of
Indebtedness provided that the encumbrances and restrictions with respect to    
Restricted Subsidiaries contained in any of such agreement, refinancing         
agreement or amendment, taken as a whole, are no less favorable to the holders  
of the Notes in any material respect, as determined in good faith by the General
Partner, than encumbrances and restrictions with respect to Restricted          
Subsidiaries contained in agreements in effect at, or entered into on, the Issue
Date; (d) any encumbrance or restriction (A) that restricts in a customary      
manner the subletting, assignment or transfer of any property or asset that is a
lease, license, conveyance or contract or similar property or asset, (B) by     
virtue of any transfer of, agreement to transfer, option or right with respect  
to, or Lien on, any property or assets of the Partnership or any Restricted     
Subsidiary not otherwise prohibited by the Indenture, (C) that is included in a 
licensing agreement to the extent such restrictions limit the transfer of the   
property subject to such licensing agreement, or (D) arising or agreed to in the
ordinary course of business and that does not, individually or in the aggregate,
detract from the value of property or assets of the Partnership or any of its   
Subsidiaries in any manner material to the Partnership or any such Restricted   
Subsidiary; (e) restrictions contained in security agreements, mortgages or     
similar documents securing Indebtedness of a Restricted Subsidiary to the extent
such restrictions restrict the transfer of the property subject to such security
agreements; (f) any instrument governing or evidencing Indebtedness of a Person 
acquired by the Partnership or any Restricted Subsidiary of the Partnership at  
the time of such acquisition, which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any Person, other than the Person 
so acquired; provided that such Indebtedness is not incurred in connection with 
or in contemplation of such acquisition; (g) any restriction with respect to    
such a Restricted Subsidiary imposed pursuant to an agreement entered into for  
the sale or disposition of all or substantially all the Capital Stock or assets 
of such Restricted Subsidiary pending the closing of such sale or disposition;  
(h) encumbrances or restrictions imposed by any Gaming Authority; and (i)       
encumbrances or restrictions arising or existing by reason of applicable law.   

Limitation on Sales of Assets and Subsidiary Stock                          

   (a) The Partnership shall not, and shall not permit any of its Restricted
Subsidiaries to, make any Asset Disposition unless (i) the Partnership or such  
Restricted Subsidiary receives consideration at the time of such Asset          
Disposition at least equal to the fair market value, as determined in good faith
by the General Partner (including as to the value of all non-cash               
consideration), of the shares and assets subject to such Asset Disposition, (ii)
at least 80.0% of the consideration is either cash or Cash Equivalents, and     
(iii) an amount equal to 100.0% of the Net Available Cash from such Asset       
Disposition is applied by the Partnership (or such                              

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Restricted Subsidiary, as the case may be) within the time required by the      
Indenture and subject to the Partnership receiving certain minimum amounts of   
Net Available Cash (A) first, to the extent the Partnership or any Restricted   
Subsidiary elects (or is required by the terms of any Senior Indebtedness), (x) 
to prepay, repay or purchase Senior Indebtedness or (y) to the investment in or 
acquisition of Additional Assets within 365 days from the later of the date of  
such Asset Disposition or the receipt of such Net Available Cash; (B) second,   
within 365 days from the receipt of such Net Available Cash to make an offer to 
purchase Notes at 101.0% of their principal amount plus accrued and unpaid      
interest, if any, thereon; (C) third, to prepay, repay or repurchase            
Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each 
case other than Indebtedness owed to the Partnership); and (D) fourth, (w) to   
invest in or acquire of Additional Assets, (x) to make Temporary Cash           
Investments, (y) to prepay, repay or purchase Indebtedness of the Partnership   
(other than Indebtedness owing to any Subsidiary of the Partnership) or         
Indebtedness of any Subsidiary (other than Indebtedness owed to the Partnership 
or any of its Subsidiaries) or (z) for any other purpose otherwise permitted    
under the Indenture. Notwithstanding the foregoing provisions, the Partnership  
and its Restricted Subsidiaries shall not be required to apply any Net Available
Cash in accordance with the foregoing restrictions except to the extent that the
aggregate Net Available Cash from all Asset Dispositions which are not applied  
in accordance with this covenant at any time exceed $5.0 million. The           
Partnership shall not be required to make an offer for Notes pursuant to this   
covenant if the Net Available Cash available therefor (after application of the 
proceeds as provided in clause (A)) is less than $5.0 million for any particular
Asset Disposition (which lesser amounts shall be carried forward for purposes of
determining whether an offer is required with respect to the Net Available Cash 
from any subsequent Asset Disposition).                                         

     For the purposes of this covenant, the following will be deemed to be cash:
(x) the assumption by the transferee of Senior Indebtedness of the Partnership  
or any Restricted Subsidiary of the Partnership and the release of the          
Partnership or such Restricted Subsidiary from all liability on such Senior     
Indebtedness in connection with such Asset Disposition (in which case the       
Partnership shall, without further action, be deemed to have applied such       
assumed Indebtedness in accordance with clause (A) of the preceding paragraph)  
and (y) securities received by the Partnership or any Restricted Subsidiary of  
the Partnership from the transferee that are promptly (and in any event within  
60 days) converted by the Partnership or such Restricted Subsidiary into cash.  

(b) In the event of an Asset Disposition that requires the purchase of
Notes pursuant to clause (a) (iii) (B), the Issuers will be required to purchase
Notes tendered pursuant to an offer by the Issuers for the Notes at a purchase  
price of 101.0% of their principal amount plus accrued and unpaid interest, if  
any, to the purchase date in accordance with the procedures (including prorating
in the event of oversubscription) set forth in the Indenture. If the aggregate  
purchase price of the Notes tendered pursuant to the offer is less than the Net 
Available Cash allotted to the purchase of the Notes, the Issuers will apply the
remaining Net Available Cash in accordance with clauses (a) (iii) (C) or (D)    
above.                                                                          

Limitation on Affiliate Transactions                                        

The Partnership will not, and will not permit any of its Restricted   
Subsidiaries to, directly or indirectly, enter into or conduct any transaction  
or series of related transactions (including the purchase, sale, lease or       
exchange of any property or the rendering of any service) with or for the       
benefit of any Affiliate of the Partnership, other than a Wholly-Owned          
Subsidiary or RAS (an "Affiliate Transaction"), unless: (i) the terms of such   
Affiliate Transaction are no less favorable to the Partnership or such          
Restricted Subsidiary, as the case may be, than those that could be obtained at 
the time of such transaction in arm's-length dealings with a non-Affiliate; (ii)
Affiliate Transactions involving an aggregate amount in excess of $1.0 million  
have been approved by of the Board of Directors of the General Partner including
a majority of the disinterested Directors, if any; and (iii) for Affiliate      
Transactions in excess of $2.0 million, the Partnership has received a written  
fairness opinion from a nationally-recognized independent investment banking    
firm.                                                                           

     The foregoing shall not apply to (i) any permitted Restricted Payment, (ii)
any issuance of securities, or other payments, awards or grants in cash,        
securities or otherwise pursuant to, or the funding of, employment arrangements,
or any stock options and stock ownership plans for the benefit of employees,    
officers and                                                                    
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directors, consultants and advisors approved by the General Partner, (iii) loans
or advances to employees in the ordinary course of business of the Partnership  
or any of its Restricted Subsidiaries in an aggregate amount outstanding not to 
exceed $250,000 to any employee or $1.0 million in the aggregate at any time,   
(iv) any transaction between Wholly-Owned Subsidiaries, (v) indemnification     
agreements with, and the payment of fees and indemnities to, directors, officers
and employees of the Partnership and its Restricted Subsidiaries, in each case  
in the ordinary course of business, (vi) transactions pursuant to agreements in 
existence on the Issue Date which are (x) described in the Prospectus or (y)    
otherwise, in the aggregate, immaterial to the Partnership and its Restricted   
Subsidiaries taken as a whole, (vii) any employment, noncompetition or          
confidentiality agreements entered into by the Partnership or any of its        
Restricted Subsidiaries with its employees in the ordinary course of business,  
(viii) provided that no Default or Event of Default exists or would occur as a  
consequence of such payment, payment of the management fee to the General       
Partner in an amount not to exceed 3.0% of net revenues ("Net Revenue Fee") plus
6.0% of EBITDAM (net of the Net Revenue Fee), (ix) the issuance of Capital Stock
of the Partnership (other than Disqualified Stock), and (x) payments to SCR for 
amounts allocated by SCR to the Partnership for compensation (whether deferred  
or current) of SCR employees providing services to the Partnership and related  
expenses. In addition, if an opportunity arises to develop further sites in the 
Summerlin master planned community as a result of a Right of First Offer, and   
the Partnership elects to pursue such opportunity, the Partnership shall use its
reasonable efforts to pursue such opportunity to develop and finance such site  
under the existing terms of the Indenture or Credit Agreement. If the Indenture 
or the Credit Agreement, however, restrict the Partnership's ability to pursue  
such opportunity, the foregoing paragraph (a) shall not prohibit the Partnership
from transferring the Right of First Offer to an Affiliate of SCA established by
SCA to pursue such opportunity; provided, that, such Affiliate is at least 85.0%
owned by SCA (directly or indirectly) and the Partnership receives an interest  
in such Affiliate equal to the value of the Right of First Offer as determined  
in good faith by the Board of Directors of the General Partner.                 

Limitation on Issuances of Capital Stock of Restricted Subsidiaries         

     The Partnership will not permit any of its Restricted Subsidiaries to issue
any Capital Stock to any Person (other than to the Partnership or a Wholly-Owned
Subsidiary) or permit any other Person to own any Capital Stock of a Restricted 
Subsidiary of the Partnership, if as a result thereof such Restricted Subsidiary
would no longer be a Restricted Subsidiary, provided that neither the           
Partnership nor any of its Restricted Subsidiaries is prohibited from selling,  
leasing or otherwise disposing of all of the Capital Stock of any Restricted    
Subsidiary or designating a Restricted Subsidiary as an Unrestricted Subsidiary 
in compliance with the Indenture.                                               

Limitation on Sale/Leaseback Transactions                                   

     The Partnership will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, a Guarantee or otherwise become liable with 
respect to any Sale/Leaseback Transaction with respect to any property or assets
unless (i) the Partnership or such Restricted Subsidiary would be entitled to   
pursuant to the Indenture to incur Indebtedness secured by a Permitted Lien on  
such property or assets in an amount equal to the Attributable Indebtedness with
respect to such Sale/Leaseback Transaction, (ii) the Net Cash Proceeds from such
Sale/Leaseback Transaction are at least equal to the fair market value of the   
property or assets subject to such Sale/Leaseback Transaction (such fair market 
value determined, in the event such property or assets have a fair market value 
in excess of $1.0 million, no more than 30 days prior to the effective date of  
such Sale/Leaseback Transaction, by the General Partner as evidenced by a       
resolution of the Board of Directors of the General Partner), and (iii) the Net 
Cash Proceeds of such Sale/Leaseback Transaction are applied in accordance with 
the provisions described under "-- Limitation on Sales of Assets and Subsidiary 
Stock."                                                                         

SEC Reports                                                                 

  The Issuers shall file with the Trustee and provide to the Note Holders,
within 15 days after filing with the Commission, copies of the annual reports   
and of the information, documents and other reports (or copies                  

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of such portions of any of the foregoing as the Commission may by rules and     
regulations prescribe) which the Issuers file with the Commission pursuant to   
Section 13 or 15(d) of the Exchange Act or similar information if the Issuers   
are not required to file such reports within 15 days after it would have been   
required to file it with the Commission.                                        

Limitation on Designations of Unrestricted Subsidiaries                     

     The Partnership may designate any Subsidiary of the Partnership (other than
a Subsidiary of the Partnership which owns Capital Stock of a Restricted        
Subsidiary) as an "Unrestricted Subsidiary" under the Indenture (a              
"Designation") only if at the time of Designation:                              

          (a) no Default shall have occurred and be continuing at the time of or
after giving effect to such Designation; and                          

         (b) the Partnership would be permitted under the Indenture to make an
  Investment (assuming the effectiveness of such Designation) in an amount
     (the "Designation Amount") equal to the sum of (i) fair market value of the
Capital Stock of such Subsidiary owned by the Partnership and the     
     Restricted Subsidiaries, and (ii) the aggregate amount of other Investments
    of the Partnership and the Restricted Subsidiaries in such Subsidiary; and

          (c) the Partnership would be permitted to incur an additional $1.00 of
   Coverage Ratio Indebtedness (other than Permitted Indebtedness) described
under "-- Limitation on Indebtedness."                                

     In the event of a Designation, the Partnership shall be deemed to have made
an Investment constituting a Restricted Payment. See "-- Limitation on          
Restricted Payments." Neither the Partnership or any Restricted Subsidiary may  
at any time (x) provide direct or indirect credit support for or a guarantee of 
any Indebtedness of any Unrestricted Subsidiary, (y) be directly or indirectly  
liable for any Indebtedness of any Unrestricted Subsidiary, or (z) be directly  
or indirectly liable for any Indebtedness which provides that the holder thereof
may declare a default thereon or cause the payment thereof to be accelerated or 
payable prior to its final scheduled maturity upon the occurrence of a default  
with respect to any Indebtedness of any Unrestricted Subsidiary (including any  
right to take enforcement action against such Unrestricted Subsidiary), except  
to the extent permitted under the Indenture. See "-- Limitation on Restricted   
Payments."                                                                      

The Partnership may revoke any Designation of a Subsidiary as an      
Unrestricted Subsidiary (a "Revocation"), whereupon such Subsidiary shall then  
become a Restricted Subsidiary, if:                                             

     (a) no Default has occurred and is continuing at the time of, and
after giving effect to, such Revocation; and                          

  (b) all Liens and Indebtedness of such Unrestricted Subsidiary
 outstanding immediately following such Revocation would, if incurred at
such time, have been permitted to be incurred for all purposes of the 
Indenture.                                                            

Limitation on Status as Investment Company                                  

    The Indenture prohibits the Issuers and the Restricted Subsidiaries of the
Partnership from being required to register as an "investment company" (as      
defined in the Investment Company Act of 1940, as amended).                     

Future Subsidiary Guarantors                                                

     All present and future Restricted Subsidiaries will, jointly and severally,
guarantee, irrevocably and unconditionally, all principal, premium, if any, and 
interest on the Notes on a senior subordinated basis. If the Partnership or any 
of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary
after the Issue Date, the Restricted Subsidiary shall execute a Subsidiary      
Guarantee and deliver to the Trustee an Opinion of Counsel relating to the      
enforceability and authorization of the Subsidiary Guarantee.                   

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The Indebtedness evidenced by each Subsidiary Guarantee (including any
required payment of principal of, premium, if any, and interest) will be        
subordinated to Guarantor Senior Indebtedness on substantially the same basis as
the Notes are subordinated to Senior Indebtedness. Although the Indenture       
contains limitations on the amount of additional Indebtedness that the          
Partnership's Restricted Subsidiaries may incur, under certain circumstances the
amount of such Indebtedness could be substantial and, in any case, such         
Indebtedness may be Guarantor Senior Indebtedness. See "Certain                 
Covenants -- Limitation on Indebtedness" and "-- Ranking and Subordination."    

     The obligations of each Subsidiary Guarantor will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed           
liabilities of such Subsidiary Guarantor (including, without limitation,        
Guarantees of the Mortgage Notes and after giving effect to any collections from
or payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary         
Guarantee or pursuant to its contribution obligations under the Indenture), will
result in the obligations of such Subsidiary Guarantor under the Subsidiary     
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under 
federal or state law. Each Subsidiary Guarantor that makes a payment or         
distribution under a Subsidiary Guarantee shall be entitled to contribution from
each other Subsidiary Guarantor of a pro rata amount based on the Adjusted Net  
Assets of each Subsidiary Guarantor.                                            

  Each Subsidiary Guarantor may consolidate with or merge into or sell its
assets to the Partnership or another Subsidiary Guarantor without limitation.   
Each Subsidiary Guarantor may consolidate with or merge into or sell all or     
substantially all its assets to a corporation, partnership or trust other than  
the Partnership or another Subsidiary Guarantor (whether or not affiliated with 
the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary         
Guarantor (or all or substantially all of its assets) to a Person (whether or   
not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the  
Partnership, which sale or disposition is otherwise in compliance with the      
Indenture such Subsidiary Guarantor shall be deemed released from all its       
obligations under the Indenture and its Subsidiary Guarantee and such Subsidiary
Guarantee shall terminate; provided that any such termination occurs only to the
extent that all obligations of such Subsidiary Guarantor under all of its       
pledges of assets or other security interests which secure any other            
Indebtedness of the Partnership shall also terminate upon such release, sale or 
transfer. See "-- Certain Covenants -- Limitation on Sales of Assets and        
Subsidiary Stock."                                                              

Taxes                                                                       

The Issuers will, and the Partnership will cause the Restricted       
Subsidiaries to, pay and discharge when due and payable all taxes, levies,      
imposts, duties or other governmental charges ("Taxes") imposed on it or on its 
income or profits or on any of its properties except such Taxes which are being 
contested in good faith in appropriate proceedings and for which adequate       
reserves have been established in accordance with GAAP.                         

Merger and Consolidation                                                    

 Neither the Partnership nor Warrant Co. shall consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its      
assets to, any Person, unless: (i) the resulting, surviving or transferee Person
(the "Successor Entity") is a corporation, partnership, trust or limited        
liability company organized and existing under the laws of the United States of 
America, any state or the District of Columbia and the Successor Entity (if not 
the Partnership) expressly assumes, by supplemental indenture, executed and     
delivered to the Trustee, in form satisfactory to the Trustee, all obligations  
of the Partnership under the Notes and the Indenture; (ii) immediately after    
giving effect to such transaction (and treating any Indebtedness that becomes an
obligation of the Successor Entity or any Subsidiary of the Successor Entity as 
a result of such transaction as having been incurred by the Successor Entity or 
such Restricted Subsidiary at the time of such transaction), no Default or Event
of Default exists; (iii) immediately after giving effect to such transaction,   
the Successor Entity (A) shall have a Consolidated Net Worth equal or greater   
than the Consolidated Net Worth of the Partnership immediately prior to such    
transaction and (B) shall be able to incur at least an additional $1.00 of      
Coverage Ratio Indebtedness; (iv) the Partnership shall have delivered to the   
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that   
the consolidation, merger or transfer and such supplemental indenture (if any)  
complies with the Indenture; and (v) there has been delivered to the            
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Trustee an Opinion of Counsel to the effect that Holders of the Notes will not  
recognize income, gain or loss for U.S. federal income tax purposes as a result 
of such consolidation, merger, conveyance, transfer or lease and will be subject
to U.S. federal income tax on the same amount and in the same manner and at the 
same times as would have been the case if such consolidation, merger,           
conveyance, transfer or lease had not occurred.                                 

The Successor Entity will succeed to, and be substituted for, and may 
exercise every right and power of, the Partnership under the Indenture, but, in 
the case of a lease of all or substantially all its assets, the Partnership will
not be released from the obligation to pay the principal of and interest on the 
Notes.                                                                          

     Notwithstanding the foregoing, any Restricted Subsidiary of the Partnership
may consolidate with, merge into or transfer all or part of its properties and  
assets to the Partnership.                                                      

EVENTS OF DEFAULT                                                               

    Each of the following constitutes an Event of Default under the Indenture:
(i) a default in any payment of interest on any Note when due which continues   
for 30 days, (ii) a default in the payment of principal of any Note when due at 
its Stated Maturity, upon optional redemption, upon required repurchase, upon   
declaration or otherwise, (iii) the failure by the Partnership to comply with   
its obligations under the "Merger and Consolidation" covenant described under   
"Certain Covenants" above, (iv) the failure by the Issuers to comply for 30 days
after notice with any of its obligations under the covenants described under    
"Change of Control" above or under covenants described under "Certain Covenants"
above (in each case, other than a failure to purchase Notes when required which 
shall constitute an Event of Default under clause (ii) above), other than       
"Merger and Consolidation," (v) the failure by the Issuers or any Subsidiary    
Guarantor to comply for 60 days after notice with its other agreements contained
in the Indenture, (vi) Indebtedness of the Partnership or any Restricted        
Subsidiary is not paid within any applicable grace period after final maturity  
or is accelerated by the holders thereof because of a default and the total     
amount of such Indebtedness unpaid or accelerated exceeds $5.0 million and such 
default shall not have been cured or such acceleration rescinded after a 10-day 
period, (vii) certain events of bankruptcy, insolvency or reorganization of the 
Issuers or a Significant Subsidiary (the "bankruptcy provisions"), (viii) any   
judgment or decree for the payment of money in excess of $2.0 million (to the   
extent not covered by insurance) is rendered against the Issuers or a           
Significant Subsidiary and such judgment or decree shall remain undischarged or 
unstayed for a period of 60 days after such judgment becomes final and          
nonappealable (the "judgment default provision"), (ix) any Subsidiary Guarantee 
by a Significant Subsidiary ceases to be in full force and effect (except as    
contemplated by the terms of the Indenture) or any Subsidiary Guarantor that is 
a Significant Subsidiary denies or disaffirms its obligations under the         
Indenture or its Subsidiary Guarantee and such Default continues for 10 days,   
(x) after the Resort Casino is completed, revocation, termination, suspension or
other cessation of effectiveness of any Gaming License, which results in the    
total cessation or total suspension of gaming operations for a period of more   
than 90 consecutive days at the Resort Casino, or (xi) the Resort Casino has not
commenced hotel and gaming operations by October 2, 1999.                       

     If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25.0% in principal amount of the outstanding Notes by notice to the 
Issuers may declare the principal of and accrued and unpaid interest, if any, on
all the Notes to be immediately due and payable. If an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Issuers    
occurs, the principal of and accrued and unpaid interest on all the Notes will  
become and be immediately due and payable without any declaration or other act  
on the part of the Trustee or any holders. Under certain circumstances, the     
Holders of a majority in principal amount of the outstanding Notes may rescind  
any such acceleration.                                                          

    If an Event of Default occurs and is continuing, the Trustee will be under
no obligation to exercise any of the rights or powers under the Indenture at the
request or direction of any of the Holders unless such Holders have offered to  
the Trustee reasonable indemnity or security against any loss, liability or     
expense. Except to enforce the right to receive payment of principal, premium   
(if any) or interest when due, no Holder may pursue any remedy with respect to  
the Indenture or the Notes unless (i) such Holder has previously given the      
Trustee notice that an Event of Default is continuing, (ii) Holders of at least 
25.0% in principal amount of the                                                

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