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 13, 1997
Commission file number 0-20326
Gold River Hotel & Casino Corporation
(Exact name of Registrant as specified in its
charter)
Delaware
88-0288624
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer
Identification No.)
2800 West Sahara, Suite 4-B, Las Vegas, Nevada 89102
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code
(702) 362-0040
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Item 3. Bankruptcy
On February 26, 1996 Gold River Hotel and Casino Corporation
and Gold River Operating Corporation's ("Gold River")
confirmation hearing was held in the United States
Bankruptcy Court for the District of Nevada ("Bankruptcy
Court"). The Joint Plan of Reorganization of Debtors, the
Official Committee of Bondholders, and Mr. Allen E. Paulson
(December 13, 1996), as modified (the "Plan") was confirmed
and the order entered on March 4, 1997.
Under the Plan Mr. Allen E. Paulson will become the sole
shareholder of Gold River and receive 100% of the new Gold
River stock. Mr. Paulson is the Chairman of the Board of
Directors and Chief Executive Officer of Full House Resorts,
Inc. ("Full House") and was the Chairman of the Board of
Directors and Chief Executive Officer of Gulfstream
Aerospace Corporation ("Gulfstream") until his retirement in
1992.
In October and November, 1996 Mr. Paulson acquired
approximately 91% of the $75,000,000 in New Mortgage Notes
outstanding. Mr. Paulson will acquire the remaining
approximate 9% whereupon the entire $75,000,000 in New
Mortgage Notes and accrued interest will be converted to
equity. The Class A and B common stock will be canceled and
Gold River deregistered as a publicly traded corporation.
The only material remaining debt will be a $5,750,000
promissory note payable to Mr. Paulson and secured by a
first lien on Gold River's assets. Prior to the Effective
Date, on or before April 1, 1997, Mr. Paulson is to make the
contribution of cash necessary to acquire the approximate
remaining 9% of the New Mortgage Notes and the McCarthy
Western Contractors, Inc. Promissory Note dated August 31,
1992 in the principal amount of $5,000,000, plus accrued
interest. Mr. Paulson is subject to gaming licensing
approval by the State of Nevada Gaming Control Board and
Gaming Commission. Upon the contribution of cash on or
before the Effective Date and at such time as Mr. Paulson
receives licensing approval from the Nevada Gaming
Authorities, the assets of Gold River shall revest to the
reorganized debtors ("Revesting Date") and the Plan will be
effective. These conditions and timing requirements need to
be satisfied before the Plan becomes completely effective.
Unsecured creditors will receive one hundred (100) cents on
the dollar for all allowed claims. Secured creditors
obligations, leases and contracts, have either been
accepted, rejected or modified with new favorable terms and
conditions.
Item 7. Exhibits
(a) Exhibits.
Press Release, dated February 28, 1997.
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Item 7. Exhibit
Press Release dated February 28, 1997 COMPANY CONTACT
JOHN H. MIDBY
PRESIDENT & CEO
(702) 362-0040
GOLD RIVER REORGANIZATION PLAN CONFIRMED
BY U.S. BANKRUPTCY COURT IN LAS VEGAS
LAS VEGAS, FEBRUARY 28, 1997. Gold River Hotel & Casino
Corporation and Gold River Operating Corporation,
(collectively "Gold River") announced today that the Second
Amended Plan of Reorganization, as modified (the "Plan"),
was confirmed by the United States Bankruptcy Court for the
District of Nevada. Seventy-Five Million Dollars
($75,000,000) in Mortgage Notes and accrued interest thereon
will be converted to equity, thereby making Gold River
substantially debt free. Class A and B common stock are
canceled and Gold River will become privately held. The
only material remaining debt is a $5.75 million promissory
note secured by a first lien on Gold River's assets.
Various conditions of the Plan remain to be satisfied before
the Plan becomes totally effective.
Gold River is pleased that the Plan has been confirmed
and management believes that the new capital structure will
make Gold River more competitive in the Laughlin market.
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SIGNATURES
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, thereunto duly
authorized.
GOLD RIVER HOTEL & CASINO CORPORATION
(Registrant)
Date: March 13, 1997 /s/ Benjamin F. Martello
---------------------------
Benjamin F. Martello
Secretary,Treasurer and
Chief Financial and
Accounting Officer
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