-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FBPsm9z6FdQ3SywNjGND9t50EmFjS+VWaL2XikLay/d+ASDRTJjYvYtwI2LjQHVR JNbFUMtYwVBSDzooD6boLQ== 0000902664-98-000097.txt : 19980313 0000902664-98-000097.hdr.sgml : 19980313 ACCESSION NUMBER: 0000902664-98-000097 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980312 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELSINORE CORP CENTRAL INDEX KEY: 0000311049 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880117554 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31142 FILM NUMBER: 98564609 BUSINESS ADDRESS: STREET 1: 202 E FREMONT ST CITY: LAS VEGAS STATE: NV ZIP: 89101 BUSINESS PHONE: 7023854011 MAIL ADDRESS: STREET 1: 202 E FREMONT ST CITY: LAS VEGAS STATE: NV ZIP: 89101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGENS WATERFALL VINTIADIS & CO INC CENTRAL INDEX KEY: 0001016150 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 132674766 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 EAST 50TH STREET STREET 2: 10 EAST 50TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127050500 MAIL ADDRESS: STREET 1: 10 EAST 50TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D/A3 Under the Securities Exchange Act of 1934 (Amendment No. 3) 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) February 23, 1998 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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). Page 1 of 4 Pages * * * * * Item 1 is hereby amended and restated as follows: ITEM 1. SECURITY AND ISSUER. This amendment no. 3 (Amendment No. 3) amends the statement on Schedule 13D (the Statement) filed on March 10, 1997 with the Securities and Exchange Commission (the Commission), as amended by amendment no. 1 filed with the Commission on April 10, 1997 ("Amendment No. 1") and amendment no. 2 ("Amendment No. 2") filed with the Commission on October 20, 1997, by persons named in Item 2 of the Statement (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. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported. * * * * * Item 6 is hereby amended and restated as follows: ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, except to the extent previously reported and as described in the following paragraphs of this Item 6. On April 1, 1997, Waterfall, on behalf of Morgens Waterfall and the Reporting Persons, issued a letter and accompanying attachments (collectively, the Letter) stating, among other things, that subject to the terms and conditions set forth in the Letter, such Reporting Persons are willing to offer to Allen Paulson, or to an entity he controls, an option to purchase the Reporting Persons respective ownership interests in the Issuer and in Riviera Holdings Corporation, a Nevada corporation. On September 15, 1997, Morgens Waterfall and the Reporting Persons entered into such option agreement (the "Option Agreement") as set forth in the Letter and granted to R&E Gaming Corp., a Delaware Corporation ("Gaming"), an irrevocable option to purchase the Reporting Persons' respective ownership interests in the Issuer and in Riviera Holdings Corporation. Page 2 of 4 Pages Concurrently with the execution and delivery of the Option Agreement, Gaming entered into an Agreement and Plan of Merger with Elsinore Acquisition Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Gaming ("Acquisition Sub"), and the Issuer, pursuant to which Acquisition Sub shall merge with and into the Issuer, upon the terms and conditions set forth therein. In a letter dated February 23, 1998, the Issuer was notified by Gaming that it is reserving the right not to proceed with its acquisition of the Issuer and is demanding a return of payments previously made in respect of the acquisition agreements. As the grounds for its position, Gaming is alleging that certain Reporting Persons made misrepresentations to Gaming in connection with the Option Agreement. The Issuer has been informed that the Reporting Persons have responded to Gaming with a specific rejection of those allegations. The Issuer intends to seek clarifications of Gaming's position regarding the merger and the basis for Gaming's allegations and the Issuer is reserving all of its rights with respect to Gaming's legal obligations. * * * * * Page 3 of 4 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/Bruce Waterfall Dated: March 12, 1998 By: ___________________________________ John C. Bruce Waterfall, on his own behalf and as attorney-in-fact for each of the other Reporting Persons Page 4 of 4 Pages -----END PRIVACY-ENHANCED MESSAGE-----