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: October 26, 2000
ELSINORE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
001-07831 88-0117544
(Commission File Number) (I.R.S. Employer
Identification No.)
202 Fremont Street
Las Vegas, Nevada 89101
(Address of Principal Executive Offices) (Zip Code)
(702) 385-4011
(Registrant's telephone number,
including area code)
Item 5. Other Events.
On October 6, 2000, Palm Springs East, Limited Partnership ("PSELP"), a
subsidiary of Elsinore Corporation, a Nevada corporation ("Elsinore"), entered
into a release and settlement agreement (the "Agreement") with the 29 Palms Band
of Mission Indians (the "Tribe") regarding the settlement of a promissory note
(the "Note") owed by the Tribe to PSELP. The Note was originally entered into by
and between PSELP and the Tribe on October 8, 1996 for the aggregate amount of
Nine Million Dollars ($9,000,000). Pursuant to the terms of the Agreement the
Tribe is required to pay PSELP an aggregate amount of Three Million Five Hundred
Thousand Dollars ($3,500,000).
In addition, pursuant to the terms of the Agreement, PSELP and the Tribe agreed
to release each other and their respective affiliates from any and all
liability, obligations rights, claims demands, actions or causes of action
relating to the Note.
A copy of the Agreement is filed as Exhibit 10.57 to this Report and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
10.57 Release and Settlement Agreement, dated as of October 6, 2000, by and
between the Palm Springs East, Limited Partnership and the 29 Palms Band of
Mission Indians.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELSINORE CORPORATION
Date: October 26, 2000 By: /s/ S. Barton Jacka
S. Barton Jacka
Secretary, Treasurer and
Principal Accounting Officer
Index to Exhibits
Exhibit Description
------- -----------
10.57 Release and Settlement Agreement, dated as of October 6, 2000, by
and between the Palm Springs East, Limited Partnership and the 29
Palms Band of Mission Indians.
EXHIBIT 10.57
RELEASE AND SETTLEMENT AGREEMENT
This Release and Settlement Agreement ("Agreement") is made and entered into
this 6th day of October, 2000, by and among Palm Springs East, Limited
Partnership ("PSELP") and the 29 Palms Band of Mission Indians (the "Tribe").
RECITALS
A. On October 8, 1996, the Tribe executed a promissory note in the principal
amount of NINE MILLION DOLLARS ($9,000,000.00) whereby the Tribe agreed to make
payments pursuant to the terms set forth therein ("Promissory Note").
B. The Tribe has made certain payments to PSELP since October 8, 1996; however,
a substantial amount of the principal remains due and owing pursuant to the
Promissory Note.
C. In order to avoid the uncertainties, inconvenience and expense of any
disputes over future payments made under the Promissory Note, the parties desire
to enter into this Agreement in full settlement and discharge of amounts due and
owing and any other claims pursuant to the Promissory Note, upon the terms and
conditions set forth below.
AGREEMENT
The parties to this Agreement, by and through their attorneys, intending to be
legally bound and in consideration of the mutual covenants and provisions set
forth herein, the receipt of which by each party to this Agreement is hereby
acknowledged, agree as follows:
1.0 GENERAL RELEASE AND DISCHARGE
1.1 For and in consideration of the mutual releases and other consideration set
forth in Section 2, receipt of which is hereby acknowledged, each party hereby
releases and forever discharges and acquits the other party and its respective
affiliates, directors, officers, stockholders, members, employees, servants,
successors, assigns, agents, subsidiaries, parents, divisions, and insurers from
any and all liability, obligations, rights, claims, demands, actions or causes
of action of whatsoever kind or character arising out of or related to the
Promissory Note and Settlement Agreement between the parties dated March 29,
1996, which have been or could have been asserted by either of the parties to
this Agreement.
1.2 In conjunction with the General Release and Discharge, each party expressly
waives all of their respective rights under California Civil Code 1542, which
provides:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.
2.0 CONSIDERATION
Concurrently with the execution of this Agreement, the Tribe shall pay to PSELP
the sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000.00).
3.0 COMPROMISE
It is understood and agreed that the provisions set forth in this Agreement for
consideration, release, and discharge are not to be construed as admissions of
liability on the part of any party to this Agreement.
4.0 ATTORNEYS' FEES AND COSTS
Each party hereto shall bear all attorneys' fees and costs arising from the
actions of its own counsel in connection with this Agreement, and the matters
and documents referred to herein. In any dispute involving the enforcement of
this Agreement, the prevailing party shall be entitled to recover in addition to
all other remedies it may have, its attorney's fees and all other costs and
expenses incurred therein.
5.0 WAIVER OF SOVEREIGN IMMUNITY; STATE COURT AS FORUM
The Tribe hereby expressly and unequivocally waives its sovereign immunity for
purposes of PSELP enforcing its rights and remedies under this Agreement. The
Tribe further agrees that any action concerning enforcement of PSELP's rights
and remedies under this Agreement shall be brought in California State Court and
that the Tribe expressly waives the right to have any disputes pursued in the
Tribal Court.
6.0 REPRESENTATION OF COMPREHENSION OF DOCUMENT
In entering into this Agreement, both parties represent that they have relied
upon the advice of their attorney, who is the attorney of their own choice,
concerning the legal consequences of this Agreement; that the terms of this
Agreement have been completely read and explained to each party by their
attorney; and that the terms of this Agreement are fully understood and
voluntarily accepted by each party.
7.0 WARRANTY OF CAPACITY TO EXECUTE AGREEMENT
Each party represents and warrants that no other person or entity has any
interest in the claims, demands, obligations, or causes of actions referred to
in this Agreement, except as otherwise set forth herein; that they have the sole
right and exclusive authority to execute this Agreement and receive the sums
specified in it; that the individuals executing this Agreement have lawful
authority and good right to execute the same; and that they have not sold
assigned, transferred, conveyed or otherwise disposed of any of the claims,
demands, obligations or causes of action referred to in this Agreement.
8.0 GOVERNING LAW
This Agreement shall be construed and interpreted in accordance with the laws of
the State of California.
9.0 EXECUTION OF MULTIPLE COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original as against any party whose signature appears
thereon, and all of which shall together constitute one and the same instrument.
This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signature of all of the parties
reflected hereon as the signatories. The parties agree that, upon execution, the
counterparts of the Agreement may be delivered by facsimile, with the original
counterpart to be promptly delivered by regular mail.
10.0 ENTIRE AGREEMENT AND SUCCESSORS IN INTEREST
This Agreement contains the entire agreement between the parties with regard to
the matters set forth in it and shall be binding upon and inure to the benefit
of the parents, successors, agents, stockholders, employees, members, servants,
subsidiaries, divisions, and assigns of each.
11.0 EFFECTIVENESS
This Agreement shall become effective immediately following execution by each of
the parties.
DATED: 10/6/00 PALM SPRINGS EAST,
LIMITED PARTNERSHIP
By /s/ S. Barton Jacka
Its: President
DATED: 10/5/00 29 PALMS BAND OF
MISSION INDIANS
By /s/ Dean Mike
Its:______________________
