| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ELSINORE CORP [ ELSO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
01/20/2004 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
03/19/1999 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/15/2004 | S | 61,999,477 ( 2 ) | D | $0.15 | 35,646,177 | I | See footnote ( 1 ) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 2,300,371 ( 3 ) | ( 24 ) | ( 24 ) | Common Stock | 4,278,654 ( 3 ) | $0.15 | 0 | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 4,942,472.88 ( 4 ) | ( 24 ) | ( 24 ) | Common Stock | 9,192,922 ( 4 ) | $0.15 | 2,654,421.12 ( 13 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 910,926.01 ( 5 ) | ( 24 ) | ( 24 ) | Common Stock | 1,694,308 ( 5 ) | $0.15 | 489,224.99 ( 14 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 292,837.63 ( 6 ) | ( 24 ) | ( 24 ) | Common Stock | 544,673 ( 6 ) | $0.15 | 157,272.37 ( 15 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 4,294,206.18 ( 7 ) | ( 24 ) | ( 24 ) | Common Stock | 7,987,156 ( 7 ) | $0.15 | 2,306,260.82 ( 16 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 3,593,408.13 ( 8 ) | ( 24 ) | ( 24 ) | Common Stock | 6,683,683 ( 8 ) | $0.15 | 1,929,887.87 ( 17 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 6,882,800.83 ( 9 ) | ( 24 ) | ( 24 ) | Common Stock | 12,801,902 ( 9 ) | $0.15 | 3,696,500.17 ( 18 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 5,627,623.56 ( 10 ) | ( 24 ) | ( 24 ) | Common Stock | 10,467,292 ( 10 ) | $0.15 | 3,022,390.44 ( 19 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 3,545,347.01 ( 11 ) | ( 24 ) | ( 24 ) | Common Stock | 6,594,290 ( 11 ) | $0.15 | 1,904,075.99 ( 20 ) | I | See footnote ( 22 ) | |||
| Series A Preferred | ( 23 ) | 01/15/2004 | S | 943,339.77 ( 12 ) | ( 24 ) | ( 24 ) | Common Stock | 1,754,597 ( 12 ) | $0.15 | 506,633.23 ( 21 ) | I | See footnote ( 22 ) | |||
| Explanation of Responses: |
| 1. The designated Reporting Person may be considered part of a group consisting of the following direct owners: Morgens Waterfall Income Partners, L.P. (909,950 shares), MWV Employee Retirement Plan Group Trust (334,342 shares), MWV International, Ltd. (3,898,515 shares), Phoenix Partners, L.P. (4,289,609), Restart Partners, L.P. (3,589,561 shares), Restart Partners II, L.P. (6,875,433 shares), Restart Partners III, L.P. (5,621,599 shares), Restart Partners IV, L.P. (3,541,551 shares) and Restart Partners V, L.P. (942,329 shares). The designated Reporting Person may also be considered part of a group consisting of Morgens, Waterfall, Vintiadis & Company, Inc., as an indirect owner of the shares directly owned by Endowment Restart LLC (5,643,288 shares). Each Reporting Person hereby disclaims that it has a beneficial interest in the securities owned, directly or indirectly, by any other entity. |
| 2. This note represents the underlying number of shares of Common Stock sold as a result of the sale of the Series A Preferred Stock by each of Betje Partners, L.P. (4,278,654 shares), Endowment Restart LLC (9,192,922 shares), Morgens Waterfall Income Partners, L.P. (1,694,308 shares), MWV Employee Retirement Plan Group Trust (544,673 shares), Phoenix Partners, L.P. (7,987,156 shares), Restart Partners, L.P. (6,683,683 shares), Restart Partners II, L.P. (12,801,902 shares), Restart Partners III, L.P. (10,467,292 shares), Restart Partners IV, L.P. (6,594,290 shares) and Restart Partners V, L.P. (1,754,597 shares). |
| 3. Represents shares sold by Betje Partners, L.P. |
| 4. Represents shares sold by Endowment Restart LLC. |
| 5. Represents shares sold by Morgens Waterfall Income Partners, L.P. |
| 6. Represents shares sold by MWV Employee retirement Group Trust. |
| 7. Represents shares sold by Phoenix Partners, L.P. |
| 8. Represents shares sold Restart Partners, L.P. |
| 9. Represents shares sold Restart Partners II, L.P. |
| 10. Represents shares sold Restart Partners III, L.P. |
| 11. Represents shares sold Restart Partners IV, L.P. |
| 12. Represents shares sold Restart Partners V, L.P. |
| 13. Represents shares beneficially owned by Endowment Restart LLC. |
| 14. Represents shares beneficially owned by Morgens Waterfall Income Partners, L.P. |
| 15. Represents shares beneficially owned by MWV Employee Retirement Plan Group Trust. |
| 16. Represents shares beneficially owned by Phoenix Partners, L.P. |
| 17. Represents shares beneficially owned by Restart Partners, L.P. |
| 18. Represents shares beneficially owned by Restart Partners II, L.P. |
| 19. Represents shares beneficially owned by Restart Partners III, L.P. |
| 20. Represents shares beneficially owned by Restart Partners IV, L.P. |
| 21. Represents shares beneficially owned by Restart Partners V, L.P. |
| 22. The designated Reporting Person may be considered part of a group consisting of the following direct owners: Morgens Waterfall Income Partners, L.P. (489,224.99 shares), MWV Employee Retirement Plan Group Trust (157,272.37 shares), Phoenix Partners, L.P. (2,306,260.82 shares), Restart Partners, L.P. (1,929,887.87 shares), Restart Partners II, L.P. (3,696,500.17 shares), Restart Partners III, L.P. (3,022,390.44 shares), Restart Partners IV, L.P. (1,904,075.99shares) and Restart Partners V, L.P. (506,633.23 shares). The designated Reporting Person may also be considered part of a group consisting of Morgens, Waterfall, Vintiadis & Company, Inc., as an indirect owner of the shares directly owned by Endowment Restart LLC (2,654,421.12 shares). Each Reporting Person hereby disclaims that it has a beneficial interest in the securities owned, directly or indirectly, by any other entity. |
| 23. One share of Series A Preferred Stock is convertible into 1.8599845 shares of Common Stock. |
| 24. The option to convert Series A Preferred Stock to Common Stock does not have an exercise date or a termination date. |
| /s/ John C. Waterfall, Attorney-in-fact for the Reporting Persons | 01/20/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||