SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A6
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 6)
ELSINORE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
290308303
(CUSIP Number)
JOHN C. WATERFALL
10 EAST 50TH STREET
NEW YORK, NEW YORK 10022
(212) 705-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the Schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(continued on following pages)
Page 1 of 6 Pages
______________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 290308303 13D/A Page 2 of 6 Pages
This amendment no. 6 ("Amendment No. 6") amends and restates the
statement on Schedule 13D (the "Statement") filed with the Securities and
Exchange Commission (the "SEC") on February 28, 1997, as amended by the
Schedule 13D/A ("Amendment No. 1") filed April 1, 1997; Schedule 13D/A2
("Amendment No. 2") filed with the SEC on September 15, 1997; Schedule 13D/A3
("Amendment No. 3") filed with the SEC on February 28, 1998; Schedule 13D/A4
("Amendment No. 4") filed with the SEC on March 20, 1998; and Schedule 13D/A5
("Amendment No. 5")filed with the SEC on November 9, 1998 (the Statement and
all amendments thereto collectively referred to as the "Filings") by the
persons named in the Filings (the "Reporting Persons") relating to the common
stock, par value $.001 per share ("Common Stock"), of Elsinore Corporation, a
Nevada corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 202 Fremont Street, Las Vegas, Nevada 89101. This
amendment is filed for the purpose of clarifying that John Waterfall is the
only individual who exercises decision-making authority with respect to the
stock of the Issuer, including the exercise of voting and investment power, on
behalf of the Reporting Persons pursuant to an agreement with the Nevada State
Gaming Control Board and the Nevada Gaming Commission.
Except as specifically provided herein, this Amendment No. 6 does not
modify any of the information previously reported in the Statement or any
subsequent amendments.
. . .
Item 5 is hereby amended and restated as follows:
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) and (b) The following is the aggregate amount of Common Stock that
is beneficially owned by each Reporting Person:
Aggregate Percentage
Reporting Person # of Shares of Class
_________________ ___________ __________
MWIP 2,734,380.86 2.8
Restart 10,786,574.56 11.0
Restart II 20,660,561.86 21.1
Restart III 16,892,860.04 17.2
Restart IV 10,642,388.78 10.9
Restart V 2,831,696.78 2.9
Endowment 14,836,330.84 15.1
Betje 4,492,426.06 4.6
Phoenix 12,890,198.62 13.2
Group Trust 879,022.60 0.9
Total 97,646,441 99.7%
CUSIP No. 290308303 13D/A Page 3 of 6 Pages
Morgens Waterfall does not directly own any of the Common Stock.
Morgens Waterfall may be deemed an indirect beneficial owner of 4,492,426.06
by virtue of contracts with Betje.
MW Management does not directly own any of the Common Stock. MW
Management may be deemed an indirect beneficial owner of 12,890,198.62 shares
of Common Stock by virtue of its position as general partner of Phoenix.
Prime, Inc. does not directly own any of the Common Stock. Prime, Inc.
may be deemed an indirect beneficial owner of 61,814,082.02 shares of Common
Stock by virtue of its position as general partner of Prime, Prime II, Prime
III, Prime IV, and Prime V, which are not direct beneficial owners of any of
the Common Stock, but may be deemed to be indirect beneficial owners of Common
Stock by virtue of their positions as general partners of Restart
(10,786,574.56 shares), Restart II (20,660,561.86 shares), Restart III
(16,892,860.04 shares), Restart IV (10,642,388.78 shares) and Restart V
(2,831,696.78 shares), respectively.
MW Capital does not directly own any of the Common Stock. MW Capital
may be deemed an indirect beneficial owner of 4,170 shares by virtue of its
position as general partner of MWIP.
Krieger does not directly own any of the Common Stock. Krieger may be
deemed an indirect beneficial owner of 4,492,426.06 shares of Common Stock by
virtue of his position as general partner of Betje.
Waterfall does not directly own any of the Common Stock. Waterfall may
be deemed an indirect beneficial owner of 96,767,418.4 shares of Common Stock
by virtue of his positions as President and a Director of Morgens Waterfall,
as investment adviser to Betje (4,492,426.06 shares); as managing member of
Endowment Prime, as managing member of Endowment (14,836,330.84 shares); as a
managing member of MW Capital, as general partner of MWIP (2,734,380.86
shares); as President and a Director of Prime, Inc., as general partner of
each of Prime, Prime II, Prime III, Prime IV and Prime V, as general partners
of Restart (10,786,574.56 shares), Restart II (20,660,561.86 shares), Restart
III (16,892,860.04 shares), Restart IV (10,642,388.78 shares) and Restart V
(2,831,696.78 shares), respectively; and as a managing member of MW
Management, and as general partner of Phoenix (12,890,198.62 shares).
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, Waterfall and Morgens
issued certifications to the Gaming Authorities and entered into agreements
with the other Reporting Persons concerning, among other things, the exercise
of voting and investment power (including dispositive power) with respect to
the Issuer's stock owned by any of the Reporting Persons (collectively, the
"Decision-Making Authority"). Pursuant to those certifications and
agreements, Waterfall is the only individual who exercises Decision-Making
Authority on behalf of any of the Reporting Persons.
Morgens does not directly own any of the Common Stock. Morgens has been
included as a Reporting Person with respect to 96,767,418.4 shares of Common
CUSIP No. 290308303 13D/A Page 4 of 6 Pages
Stock by virtue of his positions as Chairman and Director of Morgens
Waterfall, as investment advisor to Betje (4,492,426.06 shares); as managing
member of Endowment Prime, as managing member of Endowment (14,836,330.84
shares); as a managing member of MW Capital, as general partner of MWIP
(11,085,457.56 shares); as Chairman of Prime, Inc., as general partner of each
of Prime, Prime II, Prime III, Prime IV and Prime V, as general partners of
Restart (10,786,574.56 shares), Restart II (20,660,561.86 shares), Restart III
(16,892,860.04 shares), Restart IV (10,642,388.78 shares) and Restart V
(2,831,696.78 shares), respectively; and as a managing member of MW
Management, as general partner of Phoenix (12,890,198.62). As explained
above, Morgens has agreed with the other Reporting Persons and has certified
to the Gaming Authorities that he will not exercise Decision-Making Authority
on behalf of any of the Reporting Persons. Accordingly, Morgens disclaims
beneficial ownership of the Common Stock.
By virtue of Morgens' position as Chairman and a Director, and
Waterfall's position as President and a Director, of Morgens Waterfall,
Morgens and Waterfall are also Reporting Persons with respect to the
879,022.60 shares of Common Stock directly beneficially owned by Group Trust.
Each Reporting Person hereby disclaims that it has any beneficial
ownership of the securities owned, directly or indirectly, by any other
entity.
The percentage of shares of Common Stock beneficially owned by each
Reporting Person and in total is based upon 4,929,313 shares of Common Stock
outstanding as of November 12, 1998 reported in the issuer's Form 10-Q for the
period ending September 30, 1998 and assumes that the 50,000,000 shares of
Series A Convertible Preferred Stock are converted into 93,000,000 shares of
the Company's Common Stock.
(c)
# of Shares
Reporting Person Allocated 9/29/98
________________ _________________
MWIP 1,400,151
Restart 5,523,296
Restart II 10,579,301
Restart III 8,650,014
Restart IV 5,449,423
Restart V 1,449,973
Endowment 7,596,894
Betje 2,300,371
Phoenix 6,600,467
Group Trust 450,110
The allocated shares were acquired in an exchange on September 29, 1998
by which the Reporting Persons surrendered $18,000,000 of original principal
amount of second mortgage notes for 50,000,000 shares of Series A Convertible
Preferred Stock of the Issuer. The 50,000,000 shares of Series A are
CUSIP No. 290308303 13D/A Page 5 of 6 Pages
convertible by the Reporting Persons into 93,000,000 of the Issuer's common
stock calculated at a conversion ration of 1.86 shares of common for each
share of preferred.
(d) Except as set forth in this Item, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock.
(e) Not applicable.
. . .
CUSIP No. 290308303 13D/A Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the Reporting Persons, each such person or entity certifies that the
information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
The Reporting Persons listed herein
/s/ John C. Bruce Waterfall
Dated: January 5, 1999 By: ___________________________________
John C. "Bruce" Waterfall, on his
own behalf and as attorney-in-fact
for each of the other Reporting
Persons
/s/ Edwin H. Morgens
By: ___________________________________
Edwin H. Morgens, on his own
behalf and as attorney-in-fact
for each of the other Reporting
Persons
