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) May 24, 2002
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CIRCUS AND ELDORADO JOINT VENTURE
SILVER LEGACY CAPITAL CORP.
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(Exact names of registrants as specified in their charters)
Nevada 88-0310787
Nevada 333-87202 71-0868362
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
407 North Virginia Street, Reno, Nevada 89501
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(Address of Principal Executive Offices) Zip Code
Registrants' telephone number, including area code 800-687-7733
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION INCLUDED IN THIS REPORT
Item 4. Changes in Registrant's Certifying Accountant.
On May 24, 2002, the Executive Committee of Circus and Eldorado Joint
Venture (the "Joint Venture"), on the recommendation of its Audit Committee,
dismissed Arthur Andersen LLP ("Andersen") as its independent accountant and
approved the selection of Deloitte & Touche LLP ("Deloitte") as the Joint
Venture's independent auditors for the fiscal year ending December 31, 2002,
subject to the completion of Deloitte's customary client acceptance procedures.
The decision to change auditors was not the result of any disagreement
with Andersen with respect to any reporting or disclosure requirement applicable
to the Joint Venture. The reports of Andersen on the consolidated financial
statements of the Joint Venture and its consolidated subsidiary, Silver Legacy
Capital Corp., for the fiscal years ended December 31, 2001 and 2000 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. During the
fiscal years ended December 31, 2001 and 2000 and the interim period from
January 1, 2002 through May 24, 2002, there were no disagreements with Andersen
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope and procedure which, if not resolved to the
satisfaction of Andersen, would have caused Andersen to make reference to the
matter in their report. During such fiscal years and interim period there were
no "reportable events", as that term is defined in paragraph (a)(1)(v) of Item
304 of Securities and Exchange Commission Regulation S-K ("Regulation S-K").
The Joint Venture has requested Andersen to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements in the preceding paragraph. A copy of that letter, dated May
24, 2002, is filed as Exhibit 16 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2001 and 2000 and the
interim period prior to the engagement of Deloitte, the Joint Venture did not
consult Deloitte with respect to the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Joint Venture's financial statements, or
on any other matters or reportable events listed in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is filed with this report.
Exhibit No. Description
16 Letter from Arthur Andersen LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
CIRCUS AND ELDORADO JOINT VENTURE
By: /s/ Gary L. Carano
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Gary L. Carano, Chief Executive Officer
SILVER LEGACY CAPITAL CORP.
By: /s/ Gary L. Carano
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Gary L. Carano, Chief Executive Officer
Dated: May 24, 2002
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INDEX TO EXHIBITS
No. Description
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16 Letter from Arthur Andersen LLP
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