-----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, SHJuT7WSSu6VYoKoHiVLz5E+yF8QzMzG5fGe2pjhnahOiiJ3yAap37WIWrMAvxPh sdCmzVg0j8rIrhd3f0daPA== 0000894579-99-000168.txt : 19990920 0000894579-99-000168.hdr.sgml : 19990920 ACCESSION NUMBER: 0000894579-99-000168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990917 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21430 FILM NUMBER: 99713071 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 FINANCIAL INFORMATION AND EXHIBITS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- 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 ------------------ Riviera Holdings Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 000-21430 88-0296885 - ----------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109 - ---------------------------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (702) 734-5110 -------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 of 4 Item 5. Other Events ------------ 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. 2 of 4 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (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. 3 of 4 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 4 of 4 EXHIBIT INDEX Exhibit Number Description ------- ----------- 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. EX-99.1 2 LETTER FROM BRUCE WATERFALL TO W.L. WESTERMAN Exhibit 99.1 ------------ 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 EX-99.2 3 LETTER FROM RIVIERA GAMING MANAGEMENT-ELSINORE Exhibit 99.2 ------------ 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, 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: ------------------------------ William L. Westerman AGREED: Elsinore Corporation and Four Queens Management, Inc. By: ------------------------- John C. Waterfall, Authorized Signatory cc: Steve DuCharme, Nevada Gaming Control Board Chairman Frank Schreck, Esq. EX-99.3 4 PRESS RELEASE Exhibit 99.3 ------------ 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. -----END PRIVACY-ENHANCED MESSAGE-----