SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 17, 1999
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Riviera Holdings Corporation
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-21430 88-0296885
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 734-5110
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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In a letter, dated September 1, 1999, Elsinore Corporation and
Four Queens, Inc. (the "Companies") terminated a Management Agreement,
dated as of February 28, 1996, by and among the Companies and Riviera
Gaming Management Corp.-Elsinore ("Manager"), effective 120 days from
the date of such letter (December 30, 1999) . This letter is attached
hereto as Exhibit 99.1.
In a letter, dated September 3, 1999, William L. Westerman,
acting on behalf of the Manager (1) accepted the termination but
pointed out that it would have no effect on the rights of Manager and
its affiliates to continue to receive the management fee and to receive
other monies from the Companies for services performed or goods
supplied prior to December 30, 1999 by Manager and its affiliates, (2)
noted that Mr. Dual Cooper had been appointed General Manager of the
Companies and requested that the Companies confirm (which they did by
executing such September 3rd letter) that Manager is no longer
responsible for management of the Four Queens and that its role until
December 30, 1999 will be limited to (i) providing such consulting
services as Mr. Cooper may, from time to time, request, (ii) continuing
to provide computer services on the same basis as at present and (iii)
using its best efforts to separate the computer systems in an orderly
fashion but that Manager will assume no responsibility for the
effectiveness thereof and (3) indicated that the Companies were to
exculpate and indemnify the Manager from any responsibility for
operation of the Four Queens from and after September 3, 1999 (which
they did by executing such September 3rd letter). This letter is
attached hereto as Exhibit 99.2.
These events are also described in a press release, dated
September 3, 1999. The press release is attached hereto as Exhibit
99.3.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Letter, dated September 1, 1999, from Mr. Bruce Waterfall
to Mr. William L. Westerman.
99.2 Letter, dated September 3, 1999, from Riviera Gaming
Management-Elsinore to Mr. John C. Waterfall.
99.3 Press Release, dated September 3, 1999.
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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 hereunto duly authorized.
RIVIERA HOLDINGS CORPORATION
(Registrant)
Date: September 17, 1999 -------------------------------------
Duane Krohn
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Letter, dated September 1, 1999, from Mr. Bruce Waterfall
to Mr. William L. Westerman.
99.2 Letter, dated September 3, 1999, from Riviera Gaming
Management-Elsinore to Mr. John C. Waterfall.
99.3 Press Release, dated September 3, 1999.
Exhibit 99.1
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Elsinore Corporation
202 Fremont Street
Las Vegas, Nevada 89101
September 1, 1999
Mr William L. Westerman
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109-1935
Re: Elsinore Management Agreement
Dear Bill:
Reference is made to the Management Agreement, dated as of February 28,
1996 by and among Elsinore Corporation ("Elsinore"), Four Queens, Inc. ("Four
Queens") and Riviera Gaming Management Corp.-Elsinore (the "Agreement").
Assuming that the Agreement is operative (an open issue given that it
was never signed) we want to terminate the management relationship between us.
We hereby give you 120 days notice of termination pursuant to Section 2.2 of the
Agreement. In all events, we hereby terminate the management relationship
effective 120 days from the date hereof.
We ask that you promptly deliver to Elsinore any books, records, data
(including all computer files and any customized programs necessary to access
all data), instruments or other documentation relating to Elsinore or Four
Queens in your possession or under your control. We assume that with your full
cooperation, we will be able to transfer the computer system within the four
month time frame. Should we be unable to complete the transition within that
time frame, I hope we can count on your continued cooperation and assistance in
this effort.
Sincerely,
Bruce Waterfall
cc: Frederic J. Klink, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
Exhibit 99.2
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Riviera Gaming Management Corp.-Elsinore
2901 Las Vegas Boulevard South
Las Vegas, NV 89109-1931
September 3, 1999
Mr. John C. Waterfall
Morgens, Waterfall, Vintiadis & Company, Inc.
10 East 50th Street, 26th Floor
New York, NY 10022
Dear Bruce:
Reference is made to the letter dated September 1, 1999, pursuant to
which effective 120 days from the date of such letter ("Termination Date") the
"Companies" (hereinafter defined) have terminated (the "Termination") the
Management Agreement, dated as of February 28, 1996, by and between Elsinore
Corporation, a Nevada corporation ("Elsinore"), Four Queens, Inc., a Nevada
corporation ("Four Queens" and Elsinore, the "Companies"), and Riviera Gaming
Management Corp.-Elsinore, a Nevada corporation ("Manager").
The Companies have without prejudice reserved their right to contend
there is not and never has been a valid and enforceable Management Agreement.
All capitalized terms not defined herein shall have the same meanings
as in the Management Agreement.
Manager accepts the Termination effective as of the Termination Date.
The Termination shall have no effect on the rights of Manager and its affiliates
to continue to receive the Management Fee and to receive other monies from the
Companies for services performed or goods supplied prior to the Termination Date
by Manager and its affiliates.
You have also advised us that the Companies have appointed Dual Cooper
as General Manager of the Four Queens, effective on September 3, 1999. Although
this appointment is inconsistent with the provisions of the Agreement which
grant exclusive management rights to Manager, including Section 3.2, Manager
waives the provisions of Section 3.2 provided that you confirm to us by signing
and returning the enclosed copy of this letter, that Manager is no longer
responsible for management of the Project and that its role until the
Termination Date will be limited to providing such consulting services as Mr.
Cooper may, from time to time, request and continuing to provide computer
services on the same basis as at present,
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and using its best efforts to separate the computer systems in an orderly
fashion, but will assume no responsibility for the effectiveness thereof.
The Companies hereby expressly exculpate and indemnify the Manager from
any responsibility for operation of the Four Queens from and after September 3,
1999.
This letter will also serve as the resignation by William L. Westerman
as a director and officer of the Four Queens, effective September 3, 1999. Since
neither Mr. Westerman nor the Manager will have any responsibility for the
gaming operations of the Four Queens, based upon understanding that all such
responsibilities are being assumed by Mr. Cooper, Manager will so advise the
Nevada Gaming Board. A copy of this letter is being sent to Mr. Steve DuCharme,
Chairman of the Nevada Gaming Control Board.
Very truly yours,
Riviera Gaming Management-Elsinore
By:
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William L. Westerman
AGREED:
Elsinore Corporation and
Four Queens Management, Inc.
By:
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John C. Waterfall,
Authorized Signatory
cc: Steve DuCharme,
Nevada Gaming Control Board Chairman
Frank Schreck, Esq.
Exhibit 99.3
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Press Release
FOR IMMEDIATE RELEASE:
RIVIERA ANNOUNCES TERMINATION OF MANAGEMENT AGREEMENT
LAS VEGAS, NV - September 3, 1999 - Riviera Holdings Corporation (AMEX: RIV),
announced today that the agreement, under which Riviera Gaming
Management-Elsinore, Inc. a wholly owned subsidiary of Riviera Holdings
Corporation, manages the Four Queens Hotel and Casino would terminate at the end
of 1999.
Elsinore Corporation, which owns the Four Queens Hotel and Casino also announce
that Dual Cooper, would assume the position of General Manager of the Four
Queens effective immediately.
William L. Westerman, Chairman and Chief Executive Officer of Riviera Holdings
Corporation said that he and the Riviera team would cooperate with the Four
Queens executives in effecting an orderly transition.
About Riviera Holdings:
Riviera Holdings Corporation owns and operates the Riviera Hotel and Casino on
the Las Vegas Strip and is developing a casino in Black Hawk, Colorado. Riviera
is traded on the American Stock Exchange under the symbol RIV.
