SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Form 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 14, 1997
ELSINORE CORPORATION
(Exact name of registration as specified in its charter)
STATE OF NEVADA 1-7831 880117544
(State or other (Commission File (IRS Employer
Jurisdiction Number) Identification No.)
of Incorporation)
202 Fremont Street 89101
Las Vegas, Nevada (Zip Code)
(Address of principal
executive offices)
Registrant's telephone, including area code: (702) 385-4011
<PAGE>
Item 1. Changes in Control of Registrant.
On March 14, 1997, Elsinore Corporation (the "Company") issued a press
release, attached hereto as an exhibit, announcing that in connection with the
Chapter 11 proceedings of the Company and a number of its subsidiaries in the
U.S. Bankruptcy Court for the District of Nevada (the "Bankruptcy Court"), the
confirmed plan of reorganization (the "Plan") became effective following the
close of business on February 28, 1997 (the "Effective Date"). As a result of
the effectiveness of the Plan, a change in control of the Company occurred on
the Effective Date, as described below.
Under the Plan, the Company's common stock, $.001 par value ("Common
Stock"), that was outstanding prior to the Effective Date was canceled and
4,929,313 new shares of Common Stock were issued. The Plan also provides for the
future issuance of an additional 70,687 new shares of Common Stock to certain
other classes of creditors of the Company and a subsidiary, Four Queens, Inc.,
when claims by certain members of those classes have been resolved.
Of the 4,929,313 shares issued on the Effective Date, 4,646,440 shares,
or 94.3% of the total outstanding, were acquired by the following entities
(collectively, the "Control Persons"):
<TABLE>
<CAPTION>
Percentage of Outstanding
Name Number of Shares Shares
<S> <C> <C>
Morgens Waterfall Income Partners 130,100 2.6
Restart Partners, L.P. 813,127 16.5
Restart Partners II, L.P. 1,156,964 23.5
Restart Partners III, L.P. 803,834 16.3
Restart Partners IV, L.P. 506,462 10.3
Restart Partners V, L.P. 134,747 2.7
The Common Fund for Non-Profit
Organizations 232,322 4.7
MWV Employee Retirement Plan Group
Trust 41,818 0.8
Betje Partners 213,736 4.3
Phoenix Partners 613,330 12.4
--------- ----
4,646,440 94.3
========= ====
</TABLE>
Of the shares reported above, the Control Persons purchased a total of
995,280 shares at $5.00 per share under the Company's Subscription Rights
Agreement dated October 10, 1996 ("Rights Agreement"), which was called for by
the Plan. Under the Rights Agreement, a total of 1,000,000 shares of Common
Stock were subscribed for at $5.00 per share and were issued on the Effective
Date. The other 4,720 shares were subscribed for by certain holders of the old
Common Stock that was canceled on the Effective Date. The shares purchased under
the Rights Agreement by each of the Control Persons are reported below.
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock Purchased
Under the Rights
Reporting Person Agreement Purchase Price
<S> <C> <C>
Morgens Waterfall Income
Partners 27,868 $ 139,340
Restart Partners, L.P. 174,173 870,865
Restart Partners II, L.P. 247,825 1,239,125
Restart Partners III, L.P. 172,183 860,915
Restart Partners IV, L.P. 108,486 542,430
Restart Partners V, L.P. 28,863 144,315
The Common Fund for Non-
Profit Organizations 49,764 248,820
MWV Employee Retirement
Plan Group Trust 8,958 44,790
Betje Partners 45,783 228,915
Phoenix Partners 131,377 656,885
------- ----------
995,280 $4,976,400
======= ==========
</TABLE>
The shares of Common Stock acquired by the Control Persons, other than
the 995,280 shares which they purchased under the Rights Agreement, were issued
to the Control Persons under the Plan (i) in partial satisfaction of the Control
Persons' respective allowed claims relating to the Company's 12.5% First
Mortgage Notes due 2000 issued in October 1993 and (ii) as a premium for the
Control Persons' purchase of Common Stock under the Rights Agreement which was
not subscribed for by other persons entitled to participate under the Rights
Agreement.
Holders of the Common Stock that was canceled on the Effective Date
received, in the aggregate, 77,428 shares of new Common Stock (including 4,720
shares purchased under the Rights Agreement). This represents 1.6% of the new
Common Stock outstanding on the Effective Date.
<PAGE>
As a condition to the approvals by the Nevada State Gaming Control
Board and the Nevada Gaming Commission (collectively, the "Gaming Authorities")
which were required for the Plan to become effective, limitations were placed on
the persons who could exercise voting and investment power (including
dispositive power) with respect to Common Stock owned by any of the Control
Persons (collectively, the "Decision-Making Authority"). Under those
limitations, John C. "Bruce" Waterfall is the only individual who exercises
Decision-Making Authority on behalf of any of the Control Persons. Mr. Waterfall
is a principal of the entities which, directly or indirectly, are vested with
voting and investment authority over the Common Stock owned by the Control
Persons.
The Plan provides that the Company's board of directors (the "Board")
shall consist of at least five members, one of whom is selected by the holders
of the old Common Stock which was canceled on the Effective Date (the "Equity
Nominee"). The Equity Nominee is to serve as a director for two years.
As of the Effective Date, the new Board consists of the following five
individuals: Harry C. Hagerty III (the Equity Nominee), S. Barton Jacka, Jeffrey
T. Leeds, Edward M. Nigro and John C. "Bruce" Waterfall. Mr. Leeds serves as the
Company's President. Mr. Jacka is the Company's Secretary and Treasurer. Cynthia
A. Fremont is the Company's Assistant Secretary.
Item 5. Other Events.
Trading in the Common Stock has been halted by the American Stock
Exchange ("AMEX") and the Pacific Stock Exchange ("PSE"). The Plan stated that
from and after the Effective Date, the Company "will continue to be a public
company, with its stock listing on . . . [AMEX] expected to continue." AMEX,
however, has notified the Company of its intention to file an application with
the Securities and Exchange Commission ("SEC") to strike the Common Stock from
listing and registration on AMEX. In its notification to the Company, AMEX
stated that the Company has fallen below AMEX's continued listing guidelines,
and AMEX has given the Company until March 14, 1997 to request an appeal of
AMEX's decision.
In its Annual Report on Form 10-K for the fiscal year ended December
31, 1996 ("Form 10-K") filed with the SEC, the Company expressed the intention
"to pursue reactivation of its listings with AMEX and PSE. . . ." The new Board
is re-evaluating this subject and, at present, has no plans to request an appeal
of AMEX's decision or to take any actions necessary to maintain the listing of
the Common Stock on PSE. The new Board intends to proceed in accordance with the
Plan's provision that the Company will continue to be a public company.
<PAGE>
The Company also reported in the 10-K that (i) Olympia Gaming
Corporation, a Company subsidiary, had a Gaming Project Development and
Management Agreement ("Agreement") to operate a casino in Washington state owned
by the Jamestown S'Klallam Tribe (the "Tribe"); (ii) the Tribe has asserted the
Agreement has been terminated; and (iii) the Company has taken the position that
the Agreement has not been terminated. The new Board is re-evaluating the
question of whether the Agreement has been terminated.
Item 7. Financial Statements and Exhibits
Exhibit No. Description Page Number
2.1 and 2.2 First Amended Plan of Previously filed with the SEC as
Reorganization and Order Exhibits 2.1 and 2.2,
Confirming First Amended respectively, to the Company's
Plan of Reorganization Current Report on Form 8-K dated
August 8, 1996
2.3 Bankruptcy Court Order 7
Approving Plan Documentation
99 Press Release of the Company
dated March 14, 1997 9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: March 14, 1997
ELSINORE CORPORATION
By: /s/ Jeffrey T. Leeds
Jeffrey T. Leeds
President
By: /s/ S. Barton Jacka
S. Barton Jacka
Secretary and Treasurer
GORDON & SILVER, LTD.
GERALD M. GORDON, ESQ.
Nevada Bar No. 000229
THOMAS H. FELL, ESQ.
Nevada. Bar No. 3717
3800 Howard Hughes Parkway
Fourteenth Floor
Las Vegas, Nevada 89109
(702) 796-5555
Attorneys for UNOFFICIAL COMMITTEE OF
12 1/2% FIRST MORTGAGE NOTEHOLDERS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEVADA
In re ) In Proceedings Under Chapter 11
)
ELSINORE CORPORATION, a Nevada ) Case No. 95-24685-RCJ
Corporation, )
)
ELSUB MANAGEMENT CORPORATION, ) Case No. 95-24689-RCJ
a Nevada corporation, )
)
PALM SPRINGS EAST LIMITED ) Case No. 95-24688-RCJ
PARTNERSHIP, a Nevada limited )
partnership, )
)
FOUR QUEENS, INC., a Nevada ) Case No. 95-24686-RCJ
corporation, )
) Jointly Administered)
) DATE: February 28, 1997
Debtors ) TIME: 1:30 P.M.
)
- ---------------------------------------)
ORDER APPROVING PLAN DOCUMENTATION
The Motion of the Unofficial Committee of 12 1/2% First
Mortgage Noteholders ("Bondholders' Committee") for Approval of Plan
Documentation having come before this court on order shortening time on February
28, 1997, at 1:30 P.M., the Bondholder's Committee appearing by and through its
counsel, Thomas H. Fell, Esq., of the law firm of GORDON & SILVER, LTD., and
other appearances noted on the record, the court having reviewed the Motion and
listened to the presentation of counsel, and other good cause appearing,
IT IS HEREBY ORDERED that the Motion For Approval Of Plan
Documentation is granted and the effectuating documents as attached to the
Motion are hereby approved;
IT IS FURTHER ORDERED that the Elsinore Articles of
Incorporation as attached to the Motion will be deemed the original Articles of
Incorporation of Elsinore Corporation upon execution;
IT IS FURTHER ORDERED that the record date for purposes of
distribution of the New Elsinore Common Stock shall be February 27, 1997; and
IT IS FURTHER ORDERED that Reorganized Debtors may withhold
issuance of New Elsinore Common Stock to those classes of unsecured creditors
wherein claims remain disputed until such time as the disputed claims have been
resolved or the date set for the first distribution of funds to such class
pursuant to the Plan of Reorganization, whichever occurs first.
DATED this ______day of February, 1997.
---------------------------------
United States Bankruptcy Court Judge
Prepared and submitted by:
GORDON & SILVER, LTD.
By_________________________________
Thomas H. Fell, Esq.
Nv. Bar No. 003717
3800 Howard Hughes Pkwy., 14th Fl.
Las Vegas, Nevada 89109
Attorneys for UNOFFICIAL COMMITTEE
OF 12 1/2% FIRST MORTGAGE NOTEHOLDERS
NEWS BULLETIN
FROM THE FINANCIAL RELATIONS BOARD, INC.
FOR IMMEDIATELY RELEASE
Friday, March 14, 1997
ELSINORE CORPORATION REORGANIZATION EFFECTIVE FEBRUARY 28, 1997
Company Reports Fourth Quarter and Year End Results
LAS VEGAS, Nevada, March 14, 1997...Elsinore Corporation (ASE/PSE:ELS)
today announced the Chapter 11 Reorganization of Elsinore and certain of its
subsidiaries became effective following the close of business on February 28,
1997.
On February 20, 1997 the Nevada Gaming authority licensed the reorganized
company's new controlling shareholder, three members of the reorganized
company's Board of Directors and Riviera Gaming Management - Elsinore, Inc.
(RGME) the replacement managers of the reorganized company, all as contemplated
by the Plan of Reorganization.
Under the Plan, the common stock outstanding prior to the effective date
was canceled and 4,929,313 shares of new common stock were issued. 4,745,280 of
those shares, or 96.3% of the total outstanding, were issued to a class of the
company's bondholders. Ten members of that class, which are entities managed by
the New York financial firm of Morgans, Waterfall, Vintiadis & Company, Inc.,
acquired 4,646,440 shares. Also under the Plan, 77,428 new shares, or 1.6% of
the total outstanding, were issued to holders of the canceled stock. An
additional 70,687 shares will be issued to other creditor groups when claims by
certain members of those groups are resolved.
<PAGE>
Trading in Elsinore's common stock continues to be halted by the American
Stock Exchange and by the Pacific Stock Exchange. The American Stock Exchange
has informed the company that it intends to delist the stock.
Fourth Quarter Results
Elsinore Corporation today reported revenues of $15,384,000 for the
fourth-quarter ended December 31, 1996, compared with $13,924,000 for the
comparable period of 1995. The company reported a net loss of $636,000, or
($0.04) per share on 15,891,793 weighted average shares outstanding for the
fourth quarter, compared with a net loss of ($29,551,000) or ($1.86) per share
on 15,877,849 weighted average shares outstanding, for the fourth-quarter of
1995.
For the year-ended December 31, 1996, the company reported revenues of
$61,199,000 compared with $56,973,000 for the same period last year. Net loss
for the twelve-month period was ($1,566,000), or ($0.10) per share on 15,891,793
weighted average shares outstanding, compared with a net loss of ($45,749,000)
or ($2.95) per share on 15,511,983 weighted average shares outstanding for the
same period a year ago.
Elsinore Corporation owns the Four Queens Hotel & Casino in downtown Las
Vegas which offers 690 rooms, meeting facilities, four restaurants, over 1,000
slot machines, and numerous blackjack, craps and other table games. The hotel
and casino have been operated by RGME under an interim management agreement
since August 12, 1996. The interim agreement converts to a 40 month management
agreement for which RGME receives a minimum annual management fee of $1,000,000
plus a management fee equal to 25% of any increase in EBITDA in any fiscal year
in excess of $8,000,000. In addition, RGME has warrants to acquire an equity
position in Elsinore.
Certain subsidiaries, including Olympia Gaming Corporation and Four Queens
Experience Corporation, remain under the protection of the Bankruptcy Court
pending the outcome of certain events.
For information on Elsinore Corporation via facsimile at no cost, simply
call 1-800-PRO- INFO and dial company code 177. In addition, contact Cynthia A.
Fremont, Assistant Secretary at the Four Queens Hotel & Casino, (702) 387-5115
or Daniel Saks at (310) 442-0599 at the Financial Relations Board for general
information.
<PAGE>
<TABLE>
ELSINORE CORPORATION AND SUBSIDIARIES (Debtor in Possession)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
Three Months Ended Year Ended
December 31, December 31,
---------------------------------------- ------------------------------------
1996 1995 1996 1995
(unaudited) (unaudited)
------------------ ------------------ ---------------- -----------------
Net Revenues:
<S> <C> <C> <C> <C>
Casino $ 9,899 $ 9,718 $ 42,300 $ 39,964
Hotel 2,883 2,608 11,202 9,564
Food and beverage 2,807 3,165 12,373 12,136
Interest and other 1,029 111 1,502 1,983
Promotional allowances (1,234) (1,678) (6,178) (6,674)
------------------ ------------------ ---------------- -----------------
15,384 13,924 61,199 56,973
------------------ ------------------ ---------------- -----------------
Costs and Expenses:
Casino 4,131 4,628 17,694 19,705
Hotel 2,341 1,993 8,482 7,897
Food and beverage 1,815 1,544 7,088 6,010
Taxes and licenses 1,488 1,609 6,592 6,627
Selling, general and administrative 2,999 2,931 10,331 11,385
Rents 1,011 930 4,055 3,955
Provision for losses on loans receivable
from Native American Tribes - 19,340 - 23,598
Casino development costs - 237 - 2,323
Depreciation and amortization 979 915 3,816 3,948
Interest (contractual interest for 1996 and
1995 of $7,661 and $9,212) respectively 1,179 996 2,505 8,006
Interest, prior period income tax obligation - (326) - 590
------------------ ------------------ ---------------- -----------------
15,943 34,797 60,563 94,044
------------------ ------------------ ---------------- -----------------
Income (loss) before reorganization items (559) (20,873) 636 (37,071)
Reorganization items (77) (8,678) (2,192) (8,678)
------------------ ------------------ ---------------- -----------------
Net loss $ (636) $ (29,551) $ (1,556) $ (45,749)
================== ================== ================ =================
Loss per common share $ (0.04) $ (1.86) $ (0.10) $ (2.95)
================== ================== ================ =================
Weighted average number of
common shares outstanding 15,891,793 15,877,849 15,891,793 15,511,983
================== ================== ================ =================
</TABLE>
<TABLE>
CONSOLIDATED BALANCE SHEET DATA
December 31, December 31,
1996 1995
------------------ ------------------
<S> <C> <C>
Current assets $ 9,554 $ 5,578
Total assets 42,627 37,101
Current liabilities 9,428 6,182
Long-term debt 69,422 69,927
Shareholder's equity (deficit) $ (40,710) $ (43,441)
================== ==================
</TABLE>
