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Seneca Niagara Resort & Casino

You should read all the information contained in this prospectus, including the "Risk Factors" section and the financial data and related notes, before making an investment decision. In this exchange offer, we are offering to exchange, for your old notes, exchange notes that are identical in all material respects to the old notes, except for transfer restrictions and registration rights that do not apply to the exchange notes, and different administrative terms. The gaming market in the Northeastern United States and Canada is subject to continual change, including changes in the number of facilities and the size of such facilities. The exchange offer is not subject to any condition other than that it not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission, and that no judicial or administrative proceeding be pending or shall have been threatened that would limit us from proceeding with the exchange offer. Important factors that could cause our actual results to differ materially from our expectations include, without limitation:. The Nation also furnishes information about Seneca Niagara Casino at www. You should refer to the exhibits filed to the registration statement for copies of the actual contract, agreement or document. These risks, uncertainties and other important factors are disclosed under "Risk Factors" and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. Seneca Allegany Casino caters primarily to middle-market, drive-in patrons from the surrounding area. Any old notes that you do not tender or that we do not accept will, following the exchange offer, continue to be restricted securities. This prospectus is part of that registration statement. For these and other reasons discussed in this prospectus, estimates of our future performance could prove to be materially inaccurate. You should rely only on the information contained in this prospectus. The Exchange Offer. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. If anyone provides you with additional, different or inconsistent information, you should not rely on it. The following terms are applicable to both the old notes and the exchange notes. We believe that there is substantial demand within our market that is within miles of the Casino that remains largely untapped due to the limited amenities and constraints of our existing facility as well as the lack of hotel options in the immediate area for overnight guests. Subsequent to this decision, Uniland requested certain amendments to the executed letter of intent for the Cheektowaga Site. We support any decision to appeal. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount outstanding of the old notes. We assume no obligation to update or revise them or provide reasons why actual results may differ. Statements regarding our expected financial condition, results of operations, business, strategies and financing plans under the headings "Summary," "Risk Factors," "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in this prospectus are forward-looking statements. In addition, Niagara Falls is a major tourist destination, attracting an estimated We believe several factors contribute to our current success, including:. Based on Seneca Niagara Casino's strong financial performance to date, continuing growth in revenue and patron base and a growing penetration in the Ohio and Pennsylvania markets as well as regions of New York beyond the Buffalo-Niagara area, we believe that there is considerable opportunity to expand our facilities. Our primary market includes the cities of Buffalo and Niagara Falls and covers the area in the United States within an estimated 50 miles of Seneca Niagara Casino. See "Plan of Distribution. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The notes are guaranteed by each of our two subsidiaries, Seneca Territory Gaming Corporation and Seneca Erie Gaming Corporation, and, after payment of its existing senior secured term loan, will be guaranteed by another of our subsidiaries, Seneca Niagara Falls Gaming Corporation. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The notes issued in the exchange offer will evidence the same debt as the old notes, and both the old notes and the exchange notes will be governed by the same indenture. In order to leverage this opportunity, we plan to utilize a portion of the proceeds from the offering of the old notes, together with cash on hand and cash flow from operations, to:. The indenture governing the exchange notes requires that we file reports under the Exchange Act with the Securities and Exchange Commission and furnish information to the trustee and holders of the exchange notes. Seneca Niagara Casino is located on approximately Since opening, Seneca Niagara Casino has achieved strong financial and operating results, attracting approximately 8. The notes will not be listed on any securities exchange. In exchange for this exclusivity, the Nation is obligated to pay exclusivity fees to New York State based on a percentage of the slot machine net drop money dropped into the machines after payout but before our expenses. This area has an adult population of approximately 1. All of the old notes tendered according to the procedures in this prospectus and not properly withdrawn will be exchanged for an equal principal amount of exchange notes. The Nation established Seneca Gaming Corporation as a wholly owned entity to operate all of the Nation's gaming and resort-related activities. By adding hotel rooms that will range in price and style and by adding amenities including restaurants, a spa and a multi-purpose room that can be used for conventions and meeting space, banquets and entertainment events, we expect to attract:. You should refer to the section titled "Risk Factors" for an explanation of certain risks associated with the exchange notes. We achieved these results despite a limited offering of amenities and promotions and a lack of adequate hotel facilities for potential overnight guests. This prospectus includes "forward-looking statements" within the meaning of the federal securities laws. Our secondary market includes the City of Rochester and covers the area in the United States within an estimated 51 to miles of Seneca Niagara Casino. Washington, D. The Nation holds an election every two years for eight of its 16 Council members. Because we anticipate that most holders of the old notes will elect to exchange their old notes, we expect that the liquidity of the market, if any, for any old notes remaining after the completion of the exchange offer will be substantially limited. Department of the Interior and Uniland's ability to enter into an agreement with the Town of Cheektowaga for various make whole benefits for Uniland. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Legislative Branch, or the Council, has 16 members, of which eight members are elected from each of the two principal Territories for staggered four-year terms. Any representation to the contrary is a criminal offense. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Each of these existing and planned casinos is or will be owned and operated by wholly owned subsidiaries of SGC. Accordingly, you should not rely too greatly on such data when making your investment decision. This information should be read with our financial statements and the related notes included in this prospectus beginning on page F You should also read the following information in conjunction with the sections in this prospectus entitled "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations.{/INSERTKEYS}{/PARAGRAPH} As allowed by the Securities and Exchange Commission's rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. In addition, the exchange notes will not be subject to the transfer restrictions applicable to the old notes. We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any contract or document to which we refer you in this prospectus. You may read and copy any document we file with the Securities and Exchange Commission at the following public reference room: Public Reference Room, Fifth Street, N. {PARAGRAPH}{INSERTKEYS}Bruce S. This summary is not complete and does not contain all of the information you should consider before participating in the exchange offer. We obtained the market and competitive position data used throughout this prospectus from our own research along with information supplied by sources that we believe are reliable. You should note that where we summarize in this prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in the prospectus is less complete than the actual contract, agreement or document. These officers alternate between the two principal Territories, Cattaraugus and Allegany, every two years. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Seneca Allegany Casino is located immediately off Interstate During the first two months of operations, the primary market for this casino has been the area within 75 miles of Seneca Allegany Casino, which includes Erie, Pennsylvania, and the secondary market has been the area within 75 to miles of Seneca Allegany Casino, which includes Cleveland and Akron, Ohio and Pittsburgh, Pennsylvania. In addition, in those and other portions of this prospectus, the words "anticipate," "expect," "plan," "intend," "designed," "estimate," "adjust" and similar expressions, as they relate to us or our management, indicate forward-looking statements. The Compact grants the Nation the exclusive right to operate specifically defined gaming devices, including slot machines, within a 10, square-mile geographic area in Western New York, beginning on Route 14, approximately 30 miles east of Rochester, and extending west throughout New York State. Summary Consolidated Financial and Other Data. We are not currently subject to the periodic reporting and other informational requirements of the Exchange Act. This summary provides an overview of the key aspects of the prospectus. We have not authorized anyone to provide you with additional or different information. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. Therefore, you may only transfer or resell them in a transaction registered under or exempt from the Securities Act and applicable state securities laws. You should not assume that the information we have included in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or that any information we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference. The exchange notes are unsecured and rank equally with our senior indebtedness and senior to any subordinated indebtedness. Mendelsohn, Esq. We disagree with the Court's finding. However, we have not independently verified any such third-party information and it is possible that the market data and information may not be accurate in all material respects. The terms of the exchange notes to be issued in the exchange offer are substantially identical to the old notes, except that we have registered the exchange notes with the Securities and Exchange Commission. The information in this prospectus is not complete and may be changed. The Town of Cheektowaga has filed a notice of appeal. We generate market and competitive position data on a regular basis to measure the performance of, and plan for, our business. We expect to fund both of these expansion projects primarily from cash flow of Seneca Allegany Casino and the balance from borrowings from SGC. The form and terms of the exchange notes to be issued in the exchange offer are the same as the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer. The information on these websites is not part of this prospectus. We will issue the exchange notes in exchange for the old notes in this exchange offer only following the satisfaction of the procedures and conditions discussed under the caption "The Exchange Offer. These forward-looking statements may prove to be incorrect. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective holders. See "Risk Factors" beginning on page 16 for a discussion of factors that you should consider before participating in the exchange offer. The Exchange Notes. In addition, The letter of intent provides that our purchase of this property is subject to our ability to enter into a definitive purchase agreement, have this land placed in restricted fee for gaming by the U. These forward-looking statements are made as of the date of this prospectus.