ELSINORE CORP
8-K, 2000-03-10
MISCELLANEOUS AMUSEMENT & RECREATION
Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MON PYMT SER 104, 24F-2NT, 2000-03-10
Next: EASTERN ENTERPRISES, S-4/A, 2000-03-10





                                       .

                       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 10, 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 March 6,  2000,  Elsinore  Corporation,  a Nevada  corporation  ("Elsinore"),
entered into a non-binding  letter of intent with PDS Financial  Corporation for
the  sale of the  capital  stock of  Elsinore's  wholly-owned  subsidiary,  Four
Queens,  Inc.,  a Nevada  corporation.  The press  release  dated  March 9, 2000
announcing the  transaction is filed as Exhibit 99.1 hereto and is  incorporated
herein by reference.

Item 7.    Financial Statements and Exhibits.

         (c)      Exhibits

                  99.1     Press Release dated March 9, 2000.




                                    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:  March 10, 2000                    By:   /s/ S. Barton Jacka
                                              S. Barton Jacka
                                              Secretary, Treasurer and Principal
                                              Accounting Officer





                                Index to Exhibits


      Exhibit                                                   Description

       99.1           Text of Press Release dated March 9, 2000



                                  EXHIBIT 99.1

FOR IMMEDIATE RELEASE

                              ELSINORE CORPORATION
                               202 FREMONT STREET
                             LAS VEGAS, NEVADA 89101

                  ELSINORE CORPORATION ANNOUNCES INTENT TO SELL
                           FOUR QUEENS HOTEL & CASINO

LAS VEGAS,  NV-March 9,  2000--Elsinore  Corporation  announced that on March 6,
2000 it had signed a nonbinding letter of intent with PDS Financial  Corporation
for the sale of the capital stock of Elsinore's  wholly-owned  subsidiary,  Four
Queens,  Inc., a Nevada  corporation  doing  business as the Four Queens Hotel &
Casino for a purchase  price of $30  million,  subject to  adjustment.  The Four
Queens Hotel & Casino  constitutes  substantially all of the operating assets of
Elsinore  Corporation.  Elsinore Corporation holds certain non-operating assets,
which are not subject to the  transaction  with PDS  Financial.  At December 31,
1999, the outstanding long-term debt of Elsinore Corporation (not including debt
at the Four Queens  level) was $12.0  million  (including  the  current  portion
thereof), and Elsinore had outstanding  approximately  50,000,000 million shares
of 6% cumulative  convertible preferred stock, with a liquidation  preference of
$19.4 million, including accumulated dividends.

Consummation of the acquisition is subject to a number of conditions,  including
due  diligence  review,  negotiation  and  execution  of a  definitive  purchase
agreement,  receipt of required regulatory approvals,  including approval of the
Nevada Gaming Commission,  other gaming approvals,  and, if necessary,  approval
under the  Hart-Scott-Rodino  Antitrust Act, and receipt by PDS of  satisfactory
purchase financing. There can be no assurance that a definitive agreement can be
reached,  that the other conditions to the acquisition will be satisfied or that
the acquisition will be consummated.

Statements  made  in  this  press  release,  including  those  relating  to  the
consummation  of the  acquisition,  are forward looking and are made pursuant to
the safe harbor  provisions  of the  Securities  Litigation  Reform Act of 1995.
These  statements  involve  risks and  uncertainties  which may cause results to
differ  materially from those set forth in these  statements.  Among these risks
and  uncertainties  are  whether  or  not  the  conditions  to  closing  of  the
transaction  will be  satisfied.  Other  factors  identified  by Elsinore in its
filings with the Securities and Exchange  Commission,  including Elsinore's Form
10-K for the year ended  December  31, 1998,  could  affect the forward  looking
statements contained in this press release.


  Contact:  Gina Contner, Director of Finance, Four Queens Hotel & Casino,
            at 702-387-5150.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission