BITTERROOT CONSPIRACY "THE FUND" WFC HOLDINGS Corp dba Wells Fargo & Co/MN -Norwest Corp System Insurance Underwriting -Standard & Poors Rating A+ claims paying ability Old Republic Title Insurance 'ATI' Mark Attorney Title Insurance

FOOTHILL GROUP INC (0000037941)
SIC: 6153 - Short-Term Business Credit Institutions
State location: CA | State of Inc.: DE | Fiscal Year End: 1231

Business Address
11111 SANTA MONICA BLVD
SUITE 1500
LOS ANGELES CA 90025
3109967000

Ownership Reports for Issuers: (Click on issuer name to see other owners for the issuer, or CIK for issuer filings.)

Issuer Filings Transaction Date Type of Owner
Tropicana Las Vegas Hotel & Casino, Inc. 0001479046 2009-07-01 10 percent owner

WELLS FARGO & COMPANY AS OF 12 31 2006 (1120754)
RSSID FFEIC 1120754
INSTITUTIONAL INFO
Foothill Group Inc

Wells Fargo & Co/MN [ formerly Norwest Corp ]
filed after 5pm ET on Tuesday, 4/20/10, a 1-document, 4-page '3'
Initial Statement of Beneficial Ownership of Securities -- Form 3
for the period ended Wednesday, 7/1/09
filed as of Tuesday, 4/20/10, with respect to
Tropicana Las Vegas Hotel & Casino/Inc
Mailing Address 343 SANSOME ST 3RD FL WELLS FARGO BANK SAN FRANCISCO CA 94163
Business Address 420 MONTGOMERY ST SAN FRANCISCO CA 94163 8004114932
WFC HOLDINGS CORP CIK#: 0000105598 (see all company filings)
SIC: 6021 - NATIONAL COMMERCIAL BANKS
formerly: WELLS FARGO & CO (filings through 1998-11-17)
(Assistant Director Office No 7)
Get insider transactions for this reporting owner.

441 -----* TAI TITLE TRUST (3104150) 440 MINNEAPOLIS MN Domestic Entity Other
859 ---* RELS TITLE SERVICES, LLC (2724038) 841 DES MOINES IA Domestic Entity Other
860 ----* ATI TITLE AGENCY OF OHIO, INC. (2253275) 859 CLEVELAND OH Domestic Entity Other
861 ----* ATI TITLE COMPANY, LLC (2734046) 859 DES MOINES IA Domestic Entity Other
862 ----* ATI TITLE COMPANY OF ALABAMA, LLC (3094242) 859 MOBILE AL Domestic Entity Other
FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: WFC HOLDINGS CORP
CENTRAL INDEX KEY: 0000105598
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 132553920
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 11-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06214

FILM NUMBER: 04034345

BUSINESS ADDRESS:
STREET 1: 420 MONTGOMERY ST
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
BUSINESS PHONE: 8004114932
MAIL ADDRESS:
STREET 1: 343 SANSOME ST 3RD FL
STREET 2: WELLS FARGO BANK
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163

FORMER COMPANY:
FORMER CONFORMED NAME: WELLS FARGO & CO
DATE OF NAME CHANGE: 19920703

Filing Prior to: Ownership? Limit Results Per Search
Filter Type: (YYYYMMDD) Page
Results: include exclude only 40 Entries Show All



Form NO ACT - No Action Letter
SEC Accession No. 9999999997-06-006766
Filing Date
2006-02-16
Accepted
2006-02-28 11:20:30
Documents
1
Period of Report
2005-12-23
Filing Date Changed
2006-02-28
Effectiveness Date
2006-02-16

Document Format Files

Seq Description Document Type Size
9999999997-06-
1 AUTO-GENERATED PAPER DOCUMENT NO ACT 293
006766.paper
Scanned paper document scanned.pdf 752770
9999999997-06-
Complete submission text file 1842
006766.txt
WFC HOLDINGS CORP (Filer) CIK: 0000105598 (see all company filings)
IRS No.: 132553920 | State of Incorp.: DE | Fiscal Year End: 1231
Type: NO ACT | Act: 34 | File No.: 001-06214 | Film No.: 06025592
SIC: 6021 National Commercial Banks
Assistant Director 7

WFC HOLDINGS CORP (0000105598)
SIC: 6021 - National Commercial Banks
formerly: WELLS FARGO & CO (until 1998-11-17)

Business Address Mailing Address
420 MONTGOMERY ST 343 SANSOME ST 3RD FL
SAN FRANCISCO CA 94163 WELLS FARGO BANK
8004114932 SAN FRANCISCO CA 94163


Thirty Eight Hundred Fund LLC 0001422064 2007-12-28 10 percent owner

Bitterroot Asset Management, Inc. (0001427382)
State location: NV

3800 HOWARD HUGHES PARKWAY 3800 HOWARD HUGHES PARKWAY
SUITE 900 SUITE 900
LAS VEGAS NV 89169-0925 LAS VEGAS NV 89169-0925
702-791-6346



1. The securities are owned directly by Thirty-Eight Hundred Investments
Limited, which is a wholly owned subsidiary of Bitterroot Asset Management,
Inc., which is a wholly owned subsidiary of IntraWest Asset Management, Inc.,
which is a wholly owned subsidiary of Violet Asset Management, Inc., which is a
wholly owned subsidiary of Pelican Asset Management, Inc., which is a wholly
owned subsidiary of Iris Asset Management, Inc., which is a wholly owned
subsidiary of Wells Fargo Bank, National Association, which is a wholly owned
subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary of
Wells Fargo & Company.Form 3 - Initial statement of beneficial ownership of securities

SEC Accession No. 0001181431-08-014035
Filing Date
2008-02-27
Accepted
2008-02-27 15:59:02
Documents
3
Period of Report
2007-12-28
Filing Date Changed
2008-02-27


1 WELLS FARGO & COMPANY FORM 3 rrd196556.html 3
1 WELLS FARGO & COMPANY FORM 3 rrd196556.xml 3 9921
2 POWER OF ATTORNEY rrd175342_198594.htm EX-24. 4302
3 JOINT FILING AGREEMENT rrd175342_198595.htm EX-99.1 2682
0001181431-08-
014035.txt
Mailing Address WELLS FARGO & COMPANY 420 MONTGOMERY STREET SAN FRANCISCO CA 94163
Business Address 420 MONTGOMERY STREET SAN FRANCISCO CA 94163 6126671234
WELLS FARGO & CO/MN (Reporting) CIK: 0000072971 (see all company filings)
State of Incorp.: DE | Fiscal Year End: 1231
Type: 3 | Act: 34 | File No.: 811-22158 | Film No.: 08646590

WFC HOLDINGS CORP (Reporting) CIK: 0000105598 (see all company filings)
State of Incorp.: DE | Fiscal Year End: 1231

Mailing Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104
Business Address 101 NORTH PHILLIPS STREET SIOUX FALLS SD 57104 4152225300
WELLS FARGO BANK N A (Reporting) CIK: 0000740906 (see all company filings)
Fiscal Year End: 1231

Mailing Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169
Business Address 3800 HOWARD HUGHES PKWY SUITE 900 LAS VEGAS NV 89169 702-791-6400
Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings)
IRS No.: 000000000 | State of Incorp.: DE

Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925
Business Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169-0925 702-791-6346
IntraWest Asset Management, Inc. (Reporting) CIK: 0001427380 (see all company filings)

Iris Asset Management, Inc. (Reporting) CIK: 0001427381 (see all company filings)

Bitterroot Asset Management, Inc. (Reporting) CIK: 0001427382 (see all company filings)


Violet Asset Management, Inc. (Reporting) CIK: 0001427383 (see all company filings)

Pelican Asset Management, Inc. (Reporting) CIK: 0001427384 (see all company filings)

Thirty-Eight Hundred Investments LTD (Reporting) CIK: 0001427454 (see all company
filings)

SEC Form 3

FORM 3 UNITED STATES SECURITIES AND EXCHANGE OMB APPROVAL
COMMISSION
Washington, D.C. 20549 OMB
3235-0104
Number:

INITIAL STATEMENT OF BENEFICIAL Expires:
February 28,
2011
OWNERSHIP OF SECURITIES
Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility hours per
0.5
response:
Holding Company Act of 1935 or Section 30(h) of the Investment
Company Act of 1940

1. Name and Address of 2. Date of Event 3. Issuer Name and Ticker or Trading Symbol
*
Reporting Person Requiring Thirty Eight Hundred Fund LLC [ [NONE] ]
Statement
WELLS FARGO & CO/MN (Month/Day/Year)
4. Relationship of Reporting 5. If Amendment, Date of
12/28/2007
Person(s) to Issuer Original Filed
(Check all applicable) (Month/Day/Year)

(Last) (First) (Middle) 10%
Director X 6. Individual or Joint/Group
Owner
Filing (Check Applicable
420 MONTGOMERY Line)
STREET Officer Other
(give title (specify
Form filed by One
below) below)
Reporting Person

(Street) Form filed by More
X than One Reporting
SAN Person
CA 94163
FRANCISCO

(City) (State) (Zip)

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4) 2. Amount of 3. 4. Nature of Indirect
Securities Ownership Beneficial Ownership
Beneficially Form: (Instr. 5)
Owned (Instr. 4) Direct (D)
or Indirect
(I) (Instr. 5)

Limited Liability Company Interests 5 I See Footnote 1 (1)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative 2. Date Exercisable and 3. Title and 4. 5. 6. Nature
Security (Instr. 4) Expiration Date Amount of Conversion Ownership of Indirect
(Month/Day/Year) Securities or Exercise Form: Beneficial
Underlying Price of Direct (D) Ownership
Derivative Derivative or Indirect (Instr. 5)
Security (Instr. 4) Security (I) (Instr. 5)

Amount
or
Number
Date Expiration of
Exercisable Date Title Shares

*
1. Name and Address of Reporting Person

WELLS FARGO & CO/MN

(Last) (First) (Middle)

420 MONTGOMERY STREET

(Street)

SAN
CA 94163
FRANCISCO


*

WFC HOLDINGS CORP


420 MONTGOMERY STREET

(Street)

SAN
CA 94163
FRANCISCO


*

WELLS FARGO BANK N A


101 NORTH PHILLIPS STREET

(Street)

SIOUX
SD 57104
FALLS


*

Bitterroot Asset Management, Inc.


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


*

Violet Asset Management, Inc.


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


*

Pelican Asset Management, Inc.


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


*

Iris Asset Management, Inc.


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


*

IntraWest Asset Management, Inc.


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


*

Thirty-Eight Hundred Investments LTD


3800 HOWARD HUGHES
PARKWAY

SUITE 900

(Street)

LAS
NV 89169-0925
VEGAS


Explanation of Responses:

1. The securities are owned directly by Thirty-Eight Hundred Investments Limited, which is a wholly owned subsidiary of
Bitterroot Asset Management, Inc., which is a wholly owned subsidiary of IntraWest Asset Management, Inc., which is a wholly
owned subsidiary of Violet Asset Management, Inc., which is a wholly owned subsidiary of Pelican Asset Management, Inc.,
which is a wholly owned subsidiary of Iris Asset Management, Inc., which is a wholly owned subsidiary of Wells Fargo Bank,

National Association, which is a wholly owned subsidiary of WFC Holdings Corporation, which is a wholly owned subsidiary of
Wells Fargo & Company.

/s/ John P.
Schreiner, Attorney- 02/27/2008
in-Fact

** Signature of
Date
Reporting Person

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 5 (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.

EX-24. 2 rrd175342_198594.htm POWER OF ATTORNEY
Exhibit 24
POWER OF ATTORNEY
Know all by these present that the undersigned hereby constitutes and appoints each of
John
Schreiner, David Kim, or David Glatz, signing singly, the undersigned's true and
lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as
a
direct or indirect holder of 100% of the limited liability interests of The Thirty-
Eight Hundred
Fund, LLC (the "Company"), United States Securities and Exchange Commission ("SEC")
Form
3 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, complete and
execute any
amendment or amendments thereto, and timely file such form with the SEC and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or
legally required by, the undersigned, it being understood that the documents executed
by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall
be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve
in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and

perform any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes
as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the Form 3 with
respect to the
undersigned's holdings of securities issued by the Company, and any amendments
thereto, has been filed
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
The Power of Attorney also confirms that the undersigned has authorized and designated
Wells
Fargo & Company, or its appointed attorney or agent, to execute and file on the
undersigned's behalf SEC
Form 3 and any amendments thereto as a result of the undersigned's ownership of
securities in the
Company.
***Signatures Follow***

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as
of this 13 day of February, 2008.
/s/ Paul R. Ackerman
WFC Holdings Corporation

By: Paul R. Ackerman
Its: Executive Vice President and Treasurer

Wells Fargo Bank, National Association


Wells Fargo & Company


/s/ Cindy L. Webb
Thirty-Eight Hundred Investments Limited

By: Cindy L. Webb
Its: Vice President

/s/ Cindy L. Webb
IntraWest Asset Management, Inc.

By: Cindy L. Webb

Its: Vice President

/s/ Cindy L. Webb
Iris Asset Management, Inc.

By: Cindy L. Webb
Its: Vice President

/s/ Cindy L. Webb
Pelican Asset Management, Inc.

By: Cindy L. Webb
Its: Vice President

/s/ Cindy L. Webb
Violet Asset Management, Inc.

By: Cindy L. Webb
Its: Vice President

/s/ Cindy L. Webb
Bitterroot Asset Management, Inc.

By: Cindy L. Webb
Its: Vice President
EX-99.1 3 rrd175342_198595.htm JOINT FILING AGREEMENT
Exhibit 99.1

Form 3 Joint Filer Information

Name: Thirty-Eight Hundred Investments Limited*

Address: 3800 Howard Hughes Parkway
Suite 900
Las Vegas, NV 89169

Designated Filer: Wells Fargo & Co.

Issuer & Tickler Symbol: The Thirty-Eight Hundred Fund, LLC / None

Date of Event
Requiring Statement: 12/28/2007

Name: Bitteroot Asset Management, Inc.*

Suite 900
Las Vegas, NV 89169



Date of Event

Name: IntraWest Asset Management, Inc.*

Suite 900
Las Vegas, NV 89169



Date of Event

Name: Violet Asset Management, Inc.*

Suite 900
Las Vegas, NV 89169



Date of Event

Name: Pelican Asset Management, Inc.*

Suite 900
Las Vegas, NV 89169



Date of Event

Name: Iris Asset Management, Inc.*

Suite 900
Las Vegas, NV 89169



Date of Event

Name: Wells Fargo Bank, National Association*

Address: 101 North Phillips Street
Sioux Falls, SD 57104



Date of Event

Name: WFC Holdings Corporation*

Address: 420 Montgomery St.
San Francisco, CA 94163



Date of Event

Signature: *Wells Fargo & Company, as Designated Filer
Title: Executive Vice President and Treasurer

Thirty Eight Hundred Fund LLC (0001422064)
State location: NV | State of Inc.: DE

3800 HOWARD HUGHES PKWY 3800 HOWARD HUGHES PKWY
SUITE 900 SUITE 900
LAS VEGAS NV 89169 LAS VEGAS NV 89169
702-791-6400

Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.)

Transaction
Owner Filings Type of Owner
Date
Bakke Trudance L.C. 0001476726 2009-07-07 officer: Principal Fin. Off. & Treas.
Collier Simon D 0001426390 2008-02-14 officer: President and Treasurer
Guarino Peter Roserio 0001355411 2008-02-14 officer: Chief Compliance Officer
Hanson Gail A 0001426583 2008-02-14 director
Hartmann Karl-Otto 0001426387 2008-02-14 director
Shah Abhinav 0001427006 2008-02-14 director
WELLS CAPITAL MANAGEMENT
0001075869 2008-02-14 other: Investment Adviser
INC
Bitterroot Asset Management,
0001427382 2007-12-28 10 percent owner
Inc.
IntraWest Asset Management,
0001427380 2007-12-28 10 percent owner
Inc.
Iris Asset Management, Inc. 0001427381 2007-12-28 10 percent owner
Pelican Asset Management, Inc. 0001427384 2007-12-28 10 percent owner
Thirty-Eight Hundred
0001427454 2007-12-28 10 percent owner
Investments LTD
Violet Asset Management, Inc. 0001427383 2007-12-28 10 percent owner
Wahlberg Garth H director, officer: Senior V.P. and
0001426389 2007-12-28
Secretary

WELLS FARGO & CO/MN 0000072971 2007-12-28 10 percent owner
WELLS FARGO BANK N A 0000740906 2007-12-28 10 percent owner
WFC HOLDINGS CORP 0000105598 2007-12-28 10 percent owner
York Joseph R director, officer: Chief Executive
0001426388 2007-12-28
Officer

WELLS CAPITAL MANAGEMENT INC (0001075869)
State location: CA | State of Inc.: CA | Fiscal Year End: 1231

420 MONTGOMERY ST 525 MARKET ST
SAN FRANCISCO CA 94163 10TH FLOOR


Thirty Eight Hundred Fund LLC 0001422064 2008-02-14 other: Investment Adviser

12/28/2007REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wahlberg Garth H
Senior V.P. and Secretary No securities are beneficially owned
/s/ Garth H.
02/20/2008
Wahlberg


1 WAHLBERG FORM 3 rrd196246.html 3
1 WAHLBERG FORM 3 rrd196246.xml 3 1571
0001181431-08-
012187.txt
Thirty Eight Hundred Fund LLC (Issuer) CIK: 0001422064 (see all company filings)

Mailing Address 3800 HOWARD HUGHES PARKWAY SUITE 900 LAS VEGAS NV 89169
Business Address 702-791-6346
Wahlberg Garth H (Reporting) CIK: 0001426389 (see all company filings)

Form N-8A - Notification of registration [Section 8(a)]
SEC Accession No. 0000899140-07-002003
Filing Date
2007-12-28
Accepted
2007-12-28 15:40:11
Documents
1

Effectiveness Date
2007-12-28


1 t1434975.txt N-8A 6744
0000899140-07-
002003.txt
Thirty Eight Hundred Fund LLC (Filer) CIK: 0001422064 (see all company filings)
Type: N-8A | Act: 40 | File No.: 811-22158 | Film No.: 071331909

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-8A

NOTIFICATION OF REGISTRATION
FILED PURSUANT TO SECTION 8(a) OF THE
INVESTMENT COMPANY ACT OF 1940

The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

________________________________

Name: The Thirty-Eight Hundred Fund, LLC

Address of Principal Business Office (No. & Street, City, State, Zip Code):

3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925

Telephone Number (including area code): 702-791-6346

Name and address of agent for service of process:

Joseph R. York
President and Chief Executive Officer
The Thirty-Eight Hundred Fund, LLC
3800 Howard Hughes Parkway, Suite 900
Las Vegas, Nevada 89169-0925

Copies to:

Stacy H. Winick, Esq.
Eric S. Purple, Esq.
Bell, Boyd & Lloyd LLP
1615 L Street, N.W., 1200
Washington, DC 20036
(202) 466-6300

Check Appropriate Box:

Registrant is filing a Registration Statement pursuant to Section 8(b)
of the Investment Company Act of 1940 concurrently with the filing of Form

N-8A: Yes [ ] No [X]

<PAGE>

Item 1. Exact Name of Registrant.


Item 2. Name of state under laws of which registrant was organized or created
and the date of such organization and creation.

Delaware, April 15, 2003

Item 3. Form of organization of registrant (for example, corporation,
partnership, trust, joint stock company, association, fund).

Delaware limited liability company

Item 4. Classification of registrant (face-amount certificate company, unit
investment trust, or management company).

Management company

Item 5. If registrant is management company:

(a) state whether registrant is a "closed-end" company or an
"open-end" company;

Closed-end company

(b) state whether the registrant is registering as a "diversified"
company or a "non-diversified" company.

Non-diversified company

Item 6. Name and address of each investment adviser of registrant.

Wells Capital Management Inc.
525 Market Street, 10th Floor
San Francisco, CA 94105

(Upon signing and approval of the investment advisory agreement between Wells
Capital Management and the Fund.)

Item 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.

Officers: Joseph R. York, President and Chief Executive Officer
-------- Garth H. Wahlberg, Senior Vice President, Treasurer and
Secretary

Directors: Joseph R. York
--------- Garth H. Wahlberg

(Three additional director vacancies to be filled prior to the Fund's filing of
its Form N-2.)

Item 8. If registrant is an unincorporated investment company not having a
board of directors:

- 2 -

<PAGE>

(a) state the name and address of each sponsor of registrant;

(b) state the name and address of each officer and director of each
sponsor of registrant;

(c) state the name and address of each trustee and custodian of
registrant.

Not applicable

Item 9. (a) State whether registrant is currently issuing and offering its
securities directly to the public (yes or no).

No

(b) If registrant is currently issuing and offering its securities to
the public through an underwriter, state the name and address of such
underwriter.

Not applicable

(c) If the answer to 9(a) is "no" and the answer to Item 9(b) is "not
applicable," state whether the registrant presently proposes to make a public
offering of its securities (yes or no).

No

(d) State whether the registrant has any securities currently issued
and outstanding (yes or no).

Yes

(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of registration the
number of beneficial owners of registrant's outstanding securities (other than
short-term paper) and the name of any company owning 10 percent or more of
registrant's outstanding voting securities.

The registrant currently has one beneficial owner, Thirty-Eight
Hundred Investments Limited. All of the shares of the registrant
are indirectly beneficially owned by Wells Fargo & Company.

Item 10. State the current value of registrant's total assets.

$191,993,200.84

Item 11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small Business
Investment Act of 1958 (yes or no).

No

Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its security holders, if any.

Not applicable

- 3 -

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Las Vegas and State of Nevada on the 28th day of December,
2007.

[SEAL]

By: /s/ Joseph R. York
------------------------------
Joseph R. York
Director

ATTEST:

By: /s/ Cindy L. Webb
-----------------------
Cindy L. Webb
Witness

WELLS FARGO & CO/MN (0000072971)
SIC: 6021 - National Commercial Banks
formerly: NORWEST CORP (until 1998-10-21)

420 MONTGOMERY STREET WELLS FARGO & COMPANY
SAN FRANCISCO CA 94163 420 MONTGOMERY STREET


RACKSPACE HOSTING, INC. 0001107694 2009-12-04 10 percent owner
CUBIC ENERGY INC 0000319156 2009-08-18 10 percent owner
QUEST RESOURCE CORP 0000775351 2005-04-06 10 percent owner
SCHMITT INDUSTRIES INC 0000922612 2004-06-23 10 percent owner
NVE CORP /NEW/ 0000724910 2003-10-28 10 percent owner

Tropicana Las Vegas Hotel & Casino, Inc. (0001479046)
SIC: 7011 - Hotels & Motels
State location: NV | State of Inc.: DE | Fiscal Year End: 1231

3801 LAS VEGAS BLVD., SOUTH 3801 LAS VEGAS BLVD., SOUTH
LAS VEGAS NV 89109 LAS VEGAS NV 89109
(702) 739-3530

Ownership Reports from: (Click on owner name to see other issuer holdings for the owner, or CIK for owner filings.)

Transaction
Owner Filings Type of Owner
Date
Duncanson Timothy A.R. 0001489818 2010-04-19 director, 10 percent owner
SCHWARTZ GERALD W 0001275599 2010-04-19 10 percent owner
Trilliant Gaming Nevada
0001489854 2010-04-19 10 percent owner
Inc.
YEMENIDJIAN ALEX director, 10 percent owner, officer: CEO
0001190286 2010-04-19
and President
FMR LLC 10 percent owner, other: Edward C.
0000315066 2010-04-16
Johnson 3d
REDMOND JOHN 0001184913 2010-04-16 director
Beckett Joanne M 0001489386 2010-04-15 officer: VP and General Counsel
DEBELLO INVESTORS
0001282329 2010-04-15 10 percent owner
LLC

Fox Jerry L 0001489385 2010-04-15 officer: VP and Chief Financial Officer
Harch CLO III, Ltd 0001489491 2010-04-15 other: Initial Ownership Disclosure
McCartney Thomas J. 0001454343 2010-04-15 other: President, Tropicana Las Vegas
MENCHER JUDY K 0001266240 2010-04-15 director
H/2 Special
0001488890 2010-04-14 10 percent owner
Opportunities Ltd.
FOOTHILL GROUP INC 0000037941 2009-07-01 10 percent owner

FOOTHILL GROUP INC (0000037941)
SIC: 6153 - Short-Term Business Credit Institutions

Business Address
11111 SANTA MONICA BLVD
SUITE 1500
LOS ANGELES CA 90025
3109967000



FMR LLC (0000315066)
State location: MA | State of Inc.: DE | Fiscal Year End: 1231
formerly: FMR CORP (until 2007-09-13)

82 DEVONSHIRE ST 82 DEVONSHIRE STREET
BOSTON MA 02109 BOSTON MA 02109
6175706339


Transaction
Issuer Filings Type of Owner
Date
Tropicana Las Vegas Hotel & 10 percent owner, other: Edward
0001479046 2010-04-16
Casino, Inc. C. Johnson 3d
ASIAINFO HOLDINGS INC 10 percent owner, other: Edward
0001100969 2009-12-31
C. Johnson 3d
ARCHIPELAGO HOLDINGS INC 0001107389 2005-05-02 10 percent owner
Form 3 - Initial statement of beneficial ownership of securities
SEC Accession No. 0001209191-10-022362
Filing Date
2010-04-14
Accepted
2010-04-14 19:29:35
Documents
1
Period of Report
2010-04-14
Filing Date Changed
2010-04-14


1 FORM 3 SUBMISSION doc3.html 3
1 FORM 3 SUBMISSION doc3.xml 3 6056
0001209191-10-
022362.txt
Mailing Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109
Business Address 3801 LAS VEGAS BLVD., SOUTH LAS VEGAS NV 89109 (702) 739-3530
Tropicana Las Vegas Hotel & Casino, Inc. (Issuer) CIK: 0001479046 (see all company
filings)
IRS No.: 270455607 | State of Incorp.: DE | Fiscal Year End: 1231
SIC: 7011 Hotels & Motels

Mailing Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 06901
Business Address C/O H/2 CAPITAL PARTNERS 680 WASHINGTON BOULEVARD, 7TH FLOOR STAMFORD CT 06901
2035694000
H/2 Special Opportunities Ltd. (Reporting) CIK: 0001488890 (see all company filings)
State of Incorp.: E9 | Fiscal Year End: 1231

<SEC-DOCUMENT>0001209191-10-022362.txt : 20100414
<SEC-HEADER>0001209191-10-022362.hdr.sgml : 20100414
<ACCEPTANCE-DATETIME>20100414192935
ACCESSION NUMBER: 0001209191-10-022362
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20100414
FILED AS OF DATE: 20100414
DATE AS OF CHANGE: 20100414

ISSUER:

COMPANY DATA:
COMPANY CONFORMED NAME: Tropicana Las Vegas Hotel & Casino, Inc.
STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011]

BUSINESS ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109
BUSINESS PHONE: (702) 739-3530

MAIL ADDRESS:
STREET 1: 3801 LAS VEGAS BLVD., SOUTH
CITY: LAS VEGAS
STATE: NV
ZIP: 89109

REPORTING-OWNER:

OWNER DATA:
COMPANY CONFORMED NAME: H/2 Special Opportunities Ltd.
STATE OF INCORPORATION: E9

FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act

BUSINESS ADDRESS:
STREET 1: C/O H/2 CAPITAL PARTNERS
STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06901

MAIL ADDRESS:
STREET 1: C/O H/2 CAPITAL PARTNERS
STREET 2: 680 WASHINGTON BOULEVARD, 7TH FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06901
</SEC-HEADER>

- 4 -

</TEXT>
</DOCUMENT>
Each references below to Class A Preferred includes both the outstanding shares of Class A Convertible Participating
Preferred Stock and the shares of Class A Series 2 Convertible Participating Preferred Stock to be issued upon closing
of our rights offering on or about April 12, 2010.

Class A Common
Assuming Full
Conversion of
Class A Common Class A Preferred Class A Preferred
Shares Percent Shares Percent Shares Percent
Trilliant Gaming Nevada Inc.(a) 2,916,221 64.4 %1,049,659 81.0 %7,114,857 73.3 %
421 Leader Street
Marion, OH 43302
The Foothill Group, Inc.(b) 502,800 11.1 %130,757 10.1 %1,025,828 10.6 %
Attn: Nikhil Aggarwal
2450 Colorado Avenue, Suite 3000
Santa Monica, CA 90404-3575
H/2 Special Opportunities Ltd.(c) 290,833 6.4 %89,566 6.9 %649,097 6.7 %
c/o H/2 Capital Partners
Attn: Peeter Muursepp
301 Tresser Boulevard, 6th Floor
Stamford, CT 06901
Embassy & Co. 120,000 2.7 %— — 120,000 1.2 %
1555 N. Rivercenter Drive,
Suite 302
Milwaukee, WI 53212-3958
Aozora Bank Ltd. 110,000 2.4 %— — 110,000 1.1 %
Attn: Naoki Sawa
3-1 Kudan-Minami 1-Chrome
Chiyoda-Ku 102-8660
Tokyo, Japan
DeBello Investors LLC 50,000 1.1 %14,070 1.1 %106,280 1.1 %
c/o Wexford Capital LLC
Attn: Dante Domenichelli
411 W. Putnam Avenue
Greenwich, CT 06830-6261
Community Bank of Nevada 100,000 2.2 %— — 100,000 1.0 %
Attn: Lisa Gardner
8945 W. Russell Road, Suite 300
Las Vegas, NV 89148-1227
Pacific Investment Management 100,000 2.2 %— — 100,000 1.0 %
Company LLC(d)
Attn: Bank Loan Accounting
840 Newport Center Drive
Newport Beach, CA 92660
Fidelity ADV Series I Fidelity 48,650 1.1 %— — 48,650 *
Advisors Floating Rate High
Income Fund
c/o Fidelity Investments
Attn: Bank Debt Custody
82 Devonshire Street 21D
Boston, MA 02109-3605

4

Class A Common
Assuming Full
Conversion of
State Street Bank & Trust(e) 20,000 * 4,553 * 38,212 *
PO Box 5756
Boston, MA 02206-5756
Deutsche Bank(f) 37,761 * — — 37,761 *
Attn: Nora Swithenbank, Shawn
Powers, Vince Pham and Obaid
Zubair
60 Wall Street
New York, NY 10005-2858
Newcastle CDO IX I Ltd. 30,000 * — — 30,000 *
c/o LaSalle Global Trust Services
Attn: Michael C. McLoughlin
1345 Avenue of the Americas,
Floor 20
New York, NY 10105-2203
MAC & Co. 10,000 * 2,813 * 21,252 *
c/o Mellon Securities Trust Co.
Receive Window C
One Wall Street, Floor 3
New York, NY 10286-0001
Harch CLO III Limited 20,000 * — — 20,000 *
c/o Harch Capital
Management LLC
Attn: Shawn Powers
621 NW 53rd Street, Suite 620
Boca Raton, FL 33487-8246
Pacific Select FN High YLD BND 20,000 * — — 20,000 *
Attn: Candace Hendricks
700 Newport Center Drive
Newport Beach, CA 92660-6307
Atlantis Funding Ltd. 16,082 * — — 16,082 *
c/o The Bank of New York Mellon
Attn: Myrta Calvillo
601 Travis Street
Houston, TX 77002-3001
US Bank NA(g) 14,000 * — — 14,000 *
Attn: Brenna Sears and Jessica
Clark
1 Federal Street, 3rd Floor
Boston, MA 02110-2003
CSAM Funding I 10,069 * 846 * 13,453 *
c/o The Bank of New York Mellon
601 Travis Street
Credit Suisse Candlewood Special 10,069 * 846 * 13,453 *
Situations Master Fund Ltd.
c/o CS Alternative Capital Inc.
Attn: Peter Dowling
11 Madison Avenue
New York, NY 10010-3643
General Electric Pension Trust 13,000 * — — 13,000 *
c/o GE Asset Management
Incorporated
Attn: Nancy Garofalo
3001 Summer Street, Suite 5
Stamford, CT 06905-4321

Endurance CLO I Ltd. 10,000 * — — 10,000 *
c/o West Gate Horizons
Advisors LLC
Attn: Stacey Alexander
333 S. Grand Avenue, Suite 4100
Los Angeles, CA 90071-1571
Light Point CLO 2004-1 (NY) 10,000 * — — 10,000 *
c/o LaSalle Global Trust Services
Attn: Aaron Cumbers
540 W. Madison Street
Chicago, IL 60661-2591

5

Class A Common
Assuming Full
Conversion of
Ocean Trails CLO I 10,000 * — — 10,000 *
Advisors LLC
333 S. Grand Avenue,
Suite 4100
Ocean Trails CLO II 10,000 * — — 10,000 *
Advisors LLC
Suite 4100
WG Horizons CLO I 10,000 * — — 10,000 *
Advisors LLC
Suite 4100
Whitehorse V Ltd. 10,000 * — — 10,000 *
c/o Ethan Underwood
200 Crescent Court, Suite 1414
Dallas, TX 75201-6960
Wells Capital Management 2,500 * 1,773 * 9,592 *
Attn: Jamie M. Bocci
525 Market Street 10th Floor
San Francisco, CA 94105-2718
Prospero CLO II BV 8,000 * — — 8,000 *
c/o The Bank of New York
601 Travis Street
EMSEG & Co. 2,500 * 702 * 5,308 *
c/o Wells Fargo & Bank MN
NA
PO Box 1450
WF 9919
Minneapolis, MN 55845
Cumberland II CLO Ltd. 5,000 * — — 5,000 *
c/o The Bank of New York
Mellon
2 N. La Salle Street, Suite 1020
Chicago, IL 60602
Lehman Commercials Paper Inc. 5,000 * — — 5,000 *
Attn: Julia Chang
1271 Avenue of the Americas
35th Floor
New York, NY 10020-1401
Louisiana State Employees 5,000 * — — 5,000 *
Retirement Fund
c/o JPMorgan Asset
Management
Attn: Jennifer Ruppert
8401 United Plaza Boulevard
Baton Rouge, LA 70809-7017

Total 4,527,485 100 % 1,295,585 100 % 9,709,825 100 %

Notes

* Represents holding percentage of less than 1%.

(a) Consists of shares held by Onex Armenco Gaming I LP (1,854,332 shares of Class A Common Stock and
667,445 shares of Class A Preferred), Onex Armenco Gaming II LP (64,551 shares of Class A Common
Stock and 23,234 shares of Class A Preferred), Onex Armenco Gaming III LP (68,670 shares of Class A
Common Stock and 24,718 shares of Class A Preferred), Onex Armenco Gaming IV LP (44,088 shares of
Class A Common Stock and 15,869 shares of Class A Preferred), Onex Armenco Gaming V LP (68,670
shares of Class A Common Stock and 24,718 shares of Class A Preferred), Onex Armenco Gaming VI LP
(38,456 shares of Class A Common Stock and 13,841 shares of Class A Preferred), Onex Armenco Gaming
VII LP (30,408 shares of Class A Common Stock and 10,944 shares of Class A Preferred), Onex Armenco
Gaming IX LP (26,817 shares of Class A Common Stock and 9,652

6

shares of Class A Preferred) and Onex Armenco Gaming X LP (651,559 shares of Class A Common Stock
and 234,520 shares of Class A Preferred) and Onex Armenco Gaming XI LP (68,670 shares of Class A
Common Stock and 24,718 shares of Class A Preferred). Trilliant Gaming Nevada Inc. is the general partner
of, and controls all voting and investment decision of, each of the Onex Armenco Gaming Entities. Each of
Mr. Alex Yemenidjian, our Chairman, Chief Executive Officer and President, Mr. Timothy Duncanson, one
of our directors, and Mr. Gerald Schwartz, the chairman and controlling stockholder of Onex Corporation,
owns one-third of the outstanding voting securities of Trilliant Gaming Nevada Inc., and together
Messrs. Yemenidjian, Duncanson and Schwartz own 100% of the outstanding voting securities of Trilliant
Gaming Nevada Inc.. A stockholders agreement among Messrs. Yemenidjian, Duncanson and Schwartz sets
forth the rights of each of them with respect to control of Trilliant Gaming Nevada Inc. and, in turn, the
securities of the Company owned by the Onex Armenco Gaming Entities. The Onex Armenco Gaming
Entities were formed by entities affiliated with Onex Corporation. As a result, Trilliant Gaming Nevada Inc.
and, in turn, Messrs. Yemenidjian, Duncanson and Schwartz, may be deemed to have beneficial ownership of
the shares of Class A Common Stock held by the Onex Armenco Gaming Entities, but disclaim beneficial
ownership of shares held by parties other than these entities. Each of these entities disclaims beneficial
ownership of shares held by parties other than these entities.

(b) Foothill is a wholly-owned subsidiary of Wells Fargo & Company, or Wells Fargo, a diversified financial
services company. Wells Fargo may be deemed to have beneficial ownership of shares of our company held
by Foothill.

(c) H/2 Special Opportunities Ltd. is wholly-owned by H/2 Special Opportunities L.P. By virtue of his status as the
managing member of H/2 SOGP LLC, Spencer Haber may be deemed to be the beneficial owner of the
shares of our company held directly by H/2 Special Opportunities Ltd., which shares may also be deemed to
be beneficially owned by H/2 SOGP LLC and H/2 Special Opportunities L.P.

(d) Consists of shares of Class A Common Stock held by Mayport CLO, Ltd. (10,000 shares), Pimco Floating
Income Fund (50,000 shares), Pimco Cayman Bank Loan Fund (10,000 shares), Portolo CLO Ltd. (20,000
shares) and Southport CLO Ltd. (10,000 shares). Each of these entities disclaims beneficial ownership of
shares held by parties other than these entities.

(e) Consists of shares held by Blazerman & Co. (5,000 shares of Class A Common Stock and 333 shares of Class A
Preferred Stock), Cruiselake & Co. (7,500 shares of Class A Common Stock and 2,110 shares of Class A
Preferred and Wateredge & Co. (7,500 shares of Class A Common Stock and 2,110 shares of Class A
Preferred). Each of these entities disclaims beneficial ownership of shares held by parties other than these
entities.

(f) Consists of shares of Class A Common Stock held by Bridgeport CLO Ltd. (6,323 shares), Burr Ridge CLO
Plus Ltd. (3,823 shares), Forest Creek CLO Ltd. (3,823 shares), Genesis CLO 2007-1 Ltd. (3,500 shares),
Long Grove CLO Ltd. (5,000 shares), Market Square CLO Ltd. (3,823 shares), Marquette Park CLO Ltd.
(3,823 shares), Rosemont CLO Ltd. (3,823 shares) and Schiller Park CLO Ltd. (3,823 shares). Each of these
entities disclaims beneficial ownership of shares held by parties other than these entities.

(g) Consists of shares of Class A Common Stock held by Veritas CLO I Ltd. (6,000 shares) and Veritas CLO
II Ltd. (8,000 shares). Each of these entities disclaims beneficial ownership of shares held by parties other
than these entities.

(2) Pursuant to the Tropicana Entertainment Warrant, Tropicana Entertainment has the right to acquire up to 664,122 shares
of Class B Common Stock at any time on or prior to the earlier of (i) 5:00 pm, New York City time, on July 1, 2013, or
(ii) a date on which we sell, lease, transfer or otherwise dispose of substantially all of our property, assets or business,
another person or entity acquires all or substantially all of our shares of common stock or we consolidate with or merge
with or into another person or entity or enter into a business combination with another person. Subject to receiving all
necessary licenses, findings of suitability or other approvals from applicable Nevada gaming authorities, Tropicana
Entertainment would thereafter be entitled to convert such shares of Class B Common Stock into shares of Class A
Common Stock at any time. In addition, in order to exercise the Tropicana Entertainment Warrant, Tropicana
Entertainment is required to become a party to the Stockholders’ Agreement. The address for Tropicana Entertainment
is 3930 Howard Hughes Parkway, Fourth Floor, Las Vegas, NV 89169.

7

(3) Includes the 2,916,221 shares of Class A Common Stock and 4,198,636 shares of Class A Common Stock issuable upon
conversion of 1,049,659 shares of Class A Preferred beneficially owned by Trilliant Gaming Nevada Inc. (see
Note 1(a) above). The remaining shares of Class A Common Stock indicated as being beneficially owned by
Messrs. Yemenidjian and Duncanson are shares of Class A Common Stock and shares of Class A Common Stock
issuable upon the conversion of shares of Class A Convertible Participating Preferred Stock held by other parties to the
Stockholders’ Agreement (see Note 1 above), which shares Messrs. Yemenidjian and Duncanson disclaim beneficial
ownership of.

(4) Each of Ms. Judy K. Mencher and Mr. John Redmond was elected pursuant to the terms of the Stockholders’ Agreement,
with Mr. Redmond being an independent director designated by OCP I LP, Onex Corporation and their affiliates, or the
Onex Stockholders, and Ms. Mencher being an independent director appointed by our major stockholders, defined as
stockholders (other than Onex Corporation) with beneficial ownership of more than 5% of the outstanding shares of our
capital stock (see “Transactions with Related Persons—Stockholders’ Agreement—Board of Directors”). Each of
Ms. Mencher and Mr. Redmond qualifies as an independent director under the rules promulgated by the New York
Stock Exchange. None of Ms. Mencher or Mr. Redmond holds any shares of Class A Common Stock directly, and each
disclaims beneficial ownership of any shares of Class A Common Stock beneficially owned by any of our company’s
stockholders, including, with respect to Mr. Redmond, the Onex Stockholders.

8

ELECTION OF DIRECTORS
Proposal No. 1

Information Concerning the Directors, Nominees and Executive Officers

One of the purposes of the meeting is to elect four directors, each of whom will serve until the next annual meeting of
stockholders or until his or her respective successor has been elected and qualified or until his or her earlier resignation or
removal. Pursuant to the our Bylaws, the number of directors is fixed at five. Sergio Zyman, who was an independent director
designated by the Onex Stockholders (as defined) pursuant to the Stockholders’ Agreement, resigned from the Board of Directors
on March 12, 2010 and is not standing for re-election. Pursuant to the Stockholders’ Agreement, OCP I LP, Onex Corporation
or any of their respective affiliates (collectively, the “Onex Stockholders”) currently has the right to designate three members to
the Board of Directors, including the position previously occupied by Mr. Zyman. The Onex Stockholders are engaged in a
search for a qualified individual to replace Mr. Zyman, and when such individual has been selected, he or she will be appointed
to the Board of Directors in accordance with the Stockholders’ Agreement and our Bylaws.

The following information is provided with respect to the directors, nominees and executive officers as of April 1, 2010. All
of the nominees listed below were elected as directors by the stockholders pursuant to the Stockholders’ Agreement.

Name Age Position(s)
Alex Yemenidjian 54 Chairman of the Board, Chief Executive Officer and President, and Nominee
Timothy A. R. Duncanson 42 Director and Nominee
Judy K. Mencher 53 Director and Nominee
John Redmond 51 Director and Nominee
Joanne M. Beckett 49 Vice President, General Counsel and Corporate Secretary
Jerry L. Fox 44 Vice President and Chief Financial Officer
Thomas J. McCartney 57 President, Tropicana Las Vegas, Inc.
EX-21.1 13 a2196341zex-21_1.htm EXHIBIT 21.1
Exhibit 21.1

SUBSIDIARIES OF
TROPICANA LAS VEGAS
HOTEL AND CASINO, INC.

JURISDICTION
OF
INCORPORATION
SUBSIDIARIES OF TROPICANA LAS VEGAS HOTEL AND CASINO, INC.:
Tropicana Las Vegas Intermediate Holdings Inc. Delaware
SUBSIDIARIES OF TROPICANA LAS VEGAS INTERMEDIATE HOLDINGS, INC.:
Tropicana Las Vegas, Inc. Nevada

UNITED STATES
Washington, DC 20549

FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

TROPICANA LAS VEGAS HOTEL AND CASINO, INC.
(Exact name of registrant as specified in its charter)

Delaware 27-0455607
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3801 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of principal executive offices and zip code)

(702) 739-2722
(Registrant's telephone number, including area code)

with copies of correspondences to:

Joanne M. Beckett Janet S. McCloud
Vice President and General Counsel Glaser, Weil, Fink, Jacobs, Howard & Shapiro, LLP
Tropicana Las Vegas Hotel and Casino, Inc. Nineteenth Floor
3801 Las Vegas Boulevard South 10250 Constellation Boulevard
Las Vegas, Nevada 89109 Los Angeles, California 90067

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.01 par value per share
(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company 
(Do not check if a
smaller reporting company)

ACCESSION NUMBER: 0000891836-98-000377
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 19980607
ITEM INFORMATION:
ITEM INFORMATION:
FILED AS OF DATE: 19980608
SROS: NYSE

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: WELLS FARGO & CO
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]

FILING VALUES:
FORM TYPE: 8-K
SEC ACT:

BUSINESS ADDRESS:
STREET 1: 420 MONTGOMERY ST
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104

MAIL ADDRESS:
STREET 1: 343 SANSOME ST 3RD FL
STREET 2: WELLS FARGO BANK
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94163
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<DESCRIPTION>FORM 8-K, WELLS FARGO & COMPANY
<TEXT>


WASHINGTON, D.C. 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) JUNE 7, 1998
----------------------------

WELLS FARGO & COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 1-6214 13-2553920
- -------------------------------------------------------------------------------
(State of incorporation) (Commission File Number) (IRS Employer

Identification No.)

420 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94163
- -------------------------------------------------------------------------------
(Address of principal executive offices)

1-800-411-4932
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>

ITEMS 1 - 4. Not Applicable.

ITEM 5. OTHER EVENTS.

Wells Fargo & Company, a Delaware corporation ("Wells Fargo"), and
Norwest Corporation, a Delaware corporation ("Norwest"), have entered into an
Agreement and Plan of Merger, dated as of June 7, 1998 (the "Merger Agreement").
The Merger Agreement provides for the merger of Wells Fargo with and into
Norwest (the "Merger"). The name of the combined company will be Wells Fargo &
Company and its headquarters will be located in San Francisco, California. Paul
Hazen, Chairman and Chief Executive Officer of Wells Fargo, will be the Chairman
of the Board of Directors of the combined company. Richard M. Kovacevich,
Chairman and Chief Executive Officer of Norwest, will be the President and Chief
Executive Officer of the combined company. The board of directors of the
combined company will consist of an equal number of representatives from each of
Wells Fargo and Norwest. The Merger is expected to be (1) accounted for under
the "pooling-of-interests" method of accounting and (2) a "reorganization" under
the Internal Revenue Code of 1986, as amended.

At the effective time of the Merger, each share of common stock, par
value $5.00 per share, of Wells Fargo ("Wells Fargo Common Stock"), outstanding
immediately prior to the effective time of the Merger will be converted into 10
shares of common stock, par value $1-2/3 per share, of Norwest ("Norwest Common
Stock"). Also, at the effective time of the Merger, each share of Wells Fargo
Adjustable Rate Cumulative Preferred Stock, Series B, without par value ("Wells
Fargo Series B Preferred"), outstanding immediately prior to the effective time
of the Merger will be converted into one share of Adjustable-Rate Cumulative
Preferred Stock of Norwest, Series B ("Norwest Series B Preferred") and each
share of Wells Fargo 6.59% Adjustable Rate Noncumulative Preferred Stock, Series
H, without par value ("Wells Fargo Series H Preferred"), outstanding immediately
prior to the effective time of the Merger will be converted into one share of
6.59% Adjustable Rate Noncumulative Preferred Stock of Norwest, Series H
("Norwest Series H Preferred"). The terms of Norwest Series H Preferred and
Norwest Series B Preferred will be substantially the same as the terms of Wells
Fargo Series H Preferred and Wells Fargo Series B Preferred, respectively.

Consummation of the Merger is subject to a number of conditions,
including (1) the adoption of the Merger Agreement by the stockholders entitled
to vote thereon of each of Norwest and Wells Fargo, (2) receipt of all requisite
governmental approvals (including the approval of the Board of Governors of the
Federal Reserve System), and (3) certain other customary conditions.

As an inducement and condition to Norwest's entering into the Merger
Agreement, Wells Fargo, as issuer, and Norwest, as grantee, entered into a Stock
Option Agreement (the "Wells Fargo Option Agreement") wherein Wells Fargo
granted to Norwest an option to purchase approximately 19.9% of the outstanding
shares of Wells Fargo Common Stock on certain terms and conditions set forth
therein. The option is exercisable only upon the

-2-

<PAGE>

occurrence of certain events, including the acquisition by any person of
beneficial ownership of 20% or more of the Wells Fargo Common Stock then
outstanding, or agreement by Wells Fargo to engage in, or the recommendation of
Wells Fargo's Board of Directors that Wells Fargo's stockholders approve, any of

the following types of business combinations: (1) a merger or consolidation, or
any similar transaction, involving Wells Fargo or any significant subsidiary;
(2) a purchase, lease or other acquisition of all or a substantial portion of
the assets or deposits of Wells Fargo or any significant subsidiary or (3) a
purchase of securities representing more than 20% of the voting power of the
issuers. As an inducement and condition to Wells Fargo's entering into the
Merger Agreement, Norwest and Wells Fargo also entered into a substantially
identical stock option agreement (the "Norwest Option Agreement") pursuant to
which Norwest has granted to Wells Fargo an option to purchase up to
approximately 19.9% of the outstanding shares of Norwest Common Stock on certain
terms and conditions set forth therein.

A copy of the joint press release of June 8, 1998, regarding the Merger
is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The
foregoing description of such press release is qualified in its entirety by
reference to the full text of such press release.

A copy of the presentation to investors, dated June 8, 1998, regarding
the Merger and given jointly by Norwest and Wells Fargo, is attached as Exhibit
99.2 hereto and is incorporated by reference herein. The foregoing description
of such presentation is qualified in its entirety by reference to the full text
of such presentation.

The exhibits to this current report on Form 8-K contain forward looking
statements with respect to the financial conditions, results of operations and
businesses of each of Norwest and Wells Fargo and, assuming the consummation of
the merger, a combined Norwest/Wells Fargo including statements relating to: (a)
the cost savings and accretion to reported earnings that will be realized from
the merger; (b) the impact on revenues of the merger, and (c) the restructuring
charges expected to be incurred in connection with the merger. These forward
looking statements involve certain risks and uncertainties. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking statements include, among others, the following possibilities:
(1) expected cost savings from the merger cannot be fully realized or realized
within this expected timeframe; (2) revenues following the merger are lower than
expected; (3) competitive pressure among financial services companies increases
significantly; (4) costs or difficulties related to the integration of the
businesses of Norwest and Wells Fargo are greater than expected; (5) changes in
the interest rate environment reduce interest margins; (6) general economic
conditions, either internationally or nationally or in the states in which the
combined company will be doing business, are less favorable than expected; or
(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.

Such forward-looking statements speak only as of the date on which such
statements were made, and Wells Fargo undertakes no obligation to update any
forward-looking

-3-

<PAGE>

statement to reflect events or circumstances after the date on which any such
statement is made to reflect the occurrence of unanticipated events.

ITEM 7. EXHIBITS.

(99.1) Joint press release, dated June 8, 1998, issued by Wells Fargo &
Company and Norwest Corporation.

(99.2) Investor Presentation Materials, dated June 8, 1998, regarding the
Merger.

-4-

<PAGE>

SIGNATURE

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 thereunto duly authorized.

WELLS FARGO & COMPANY

By /s/ Guy Rounsaville, Jr.
---------------------------------------
Name: Guy Rounsaville, Jr.
Title: Executive Vice President and
General Counsel

Date: June 8, 1998

-5-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<DESCRIPTION>JOINT PRESS RELEASE, DATED JUNE 8, 1998
<TEXT>

MEDIA INVESTORS
Larry Haeg Kim Kellogg Robert S. Strickland Cindy Koehn
Norwest Corporation Wells Fargo Norwest Corporation Wells Fargo
612-667-7043 415-396-3606 612-667-7919 415-393-3099

WELLS FARGO AND NORWEST TO MERGE

San Francisco and Minneapolis, June 8, 1998 -- Wells Fargo & Company
(NYSE: WFC) and Norwest Corporation (NYSE: NOB) said today they have signed a
definitive agreement for a merger of equals to create the Western Hemisphere's
most extensive and diversified financial services network.

The combined company will have $191 billion in assets, more than 90,000
employees, more than 20 million customers, and 5,777 financial services stores
in all 50 states, Canada, the Caribbean, Latin America and elsewhere
internationally.

The transaction is valued at approximately $34 billion. Common
stockholders of Wells Fargo will receive 10 shares of common stock of Norwest in
exchange for each share of Wells Fargo common stock. After the exchange, it is
expected that Wells Fargo stockholders will own approximately 52.5 percent of
the combined companies and Norwest stockholders approximately 47.5 percent.
Norwest's dividend will remain the same.

When the merger is completed, Paul Hazen, chairman and chief executive
officer of Wells Fargo, will become chairman of the new organization. Richard M.
Kovacevich, chairman and chief executive officer of Norwest, will become
president and

<PAGE>

chief operating officer of Norwest, and Rod Jacobs, president of Wells Fargo,
will continue in their current positions until the merger is completed and will
head the transition team that will recommend the organizational structure of the
new company.

"We believe the partnership of these two companies offers terrific
opportunities for customers, employees, and shareholders," said Hazen. "The
possibilities and power of this combination offer a tremendously exciting vision
for our future."

"This merger of equals will bring together two high performing
companies with complementary businesses, products, technology, markets and
customers," said Kovacevich. "It will be a leading franchise in the western
United States with all the resources necessary to meet all of our customers'
financial needs and serve them when, where and how they want to be served."

"In addition to our nationwide presence in mortgage and our presence
across the Americas in consumer finance," added Kovacevich, "our combined
banking franchise will have a top four market share in 16 of our 21 banking
states across the Midwest, Rocky Mountain and Western regions. We'll have the
largest number of financial services stores in the nation. Wells Fargo's
leadership in alternative delivery is a perfect complement to Norwest's
leadership in community banking."

"By sharing successful best practices across our two companies," said

Hazen, "we can take advantage of the unique strengths of both organizations to
serve our customers better and deliver even greater shareholder value. This
merger will result in a

-2-

<PAGE>

dynamic new organization that is geographically diverse and focused on
delivering long term benefits for our stockholders, customers, team members and
communities."

The merger is expected to be accounted for as a pooling of interests,
to be completed in the second half of this year and to be a tax-free
reorganization for federal income tax purposes. The merger has been approved by
both companies' boards, requires regulatory and stockholder approval, is
expected to break even on a GAAP (Generally Accepted Accounting Principles)
basis and to add to cash earnings per share for stockholders of both companies
in the first year of operation, excluding transaction costs.

The new name of the combined companies will be Wells Fargo & Company,
one of the most widely known brand names in the financial services industry.

The corporate headquarters of the combined company will be in San
Francisco. Minneapolis will be headquarters for the combined Midwest banking
business.

"The question of where to locate the headquarters of the new
organization was perhaps the most difficult part of this process," said
Kovacevich. "Since the new organization will have $54 billion in deposits in
California and only $13 billion in deposits in Minnesota, it makes sense for the
corporate headquarters to be closest to the highest concentration of customers
and that's California."

"Of the more than 90,000 team members who will make up the new
organizations, only 2,130 headquarters staff in San Francisco and Minneapolis,
or 2.3 percent of the 90,000, will be directly affected by this headquarters
decision."

-3-

<PAGE>

"To manage this process, both companies have instituted an immediate
hiring freeze," said Hazen. "Through natural turnover, growth, a good economy,
and our commitment to 'retain and retrain' as many affected team members as
possible, our goal is to offer as many opportunities as we can to headquarters
team members for comparable positions in the combined company either in the Twin
Cities area, San Francisco or elsewhere so they can continue their careers with
the company. Also, because technology today creates the advantage of 'virtual
offices,' some corporate functions could remain in Minneapolis."

Merger details include:

o Wells Fargo has granted Norwest an option to purchase, under
certain circumstances, up to 19.9 percent of Wells Fargo's
outstanding shares of common stock. In addition, Norwest has
granted Wells Fargo an option to purchase, under certain
circumstances, up to 19.9 percent of Norwest's outstanding
shares of common stock.

o The two companies estimate there will be approximately $950
million in transition-related expenses and expect to achieve
at least $650 million in cost savings by the third year of
operation. The new company will:

o rank 1st in financial services stores in the western hemisphere,

o rant 1st in mortgage originations and servicing,

o rank 1st in internet banking,

-4-

<PAGE>

o rank 1st in agricultural lending among U.S. banks,

o rank 2nd in the number of small business loans among U.S. banks,

o rank 2nd in the number of ATMs in the U.S.,

o rank 4th in middle-market lending among all banks,

o rank 3rd among all banks in mutual funds under management,

o rank 4th in market capitalization among U.S. bank holding
companies,

o rank 7th in assets among U.S. bank holding companies,

o continue to be the nation's leading commercial real estate leader,

o be an industry leader in alternative banking strategy, as
developed by Wells Fargo,

o be an industry leader in community banking strategy, as developed
by Norwest Banks,

o have the Americas' premier consumer finance company, through
Norwest Financial,

o have the largest bank-owned insurance agency.

<TABLE>
<CAPTION>
3/31/98 Norwest Wells Fargo Combined
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets (billions) $ 96.1 $ 94.8 $ 190.9
Loans (billions) $ 44.2 $ 64.5 $ 108.7
Income (billions -1997) $ 1,351 $ 1,155 $ 2,506
Revenue (billions - 1997) $ 9.659 9.608 $ 19.267
Deposits (billions) $ 57.8 $ 72.3 $ 130.1
Customers (millions) 9.9 10 19.9
Mortgage originations (billions) $ 60 -- $ 60
Mortgage Servicing (billions) $ 211 -- $ 211
Credit Card Loans (billions) $ 1.6 $ 4.4 $ 6.0
Consumer Credit Card Accounts (millions) 1.6 3.2 4.8
Stores 3,847 1,930 5,777
</TABLE>

-5-

<PAGE>

<TABLE>
<CAPTION>
3/31/98 Norwest Wells Fargo Combined
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
ATMs 1,752 4,400 6,152
Market Capitalization (billions) $ 30 $ 32 $ 62
Common Shares Outstanding (millions) 757.6 85.3
Net interest margin 5.77 6.01 5.89
Employees 58,255 32,414 90,669
Fortune 500 rank (1997) 157 160 65
</TABLE>

Wells Fargo operates one of the largest consumer banking businesses in
the U.S., serving more than 10 million households in 10 Western states.

Norwest Corporation is a $96.1 billion financial solutions company
providing banking, insurance, investments, mortgage and consumer finance through
3,847 stores in all 50 states, Canada, the Caribbean, Latin America and
elsewhere internationally.

This news release contains forward-looking statements with respect to the
financial conditions, results of operations and businesses of Wells Fargo and
Norwest and, assuming the consummation of the merger, a combined Wells
Fargo/Norwest including statements relating to: (a) the cost savings and

accretion to reported earnings that will be realized from the merger; (b) the
impact on revenues of the merger, and (c) the restructuring charges expected to
be incurred in connection with the merger. These forward looking statements
involve certain risks and uncertainties. Factors that may cause actual results
to differ materially from those contemplated by such forward looking statements
include, among others, the following possibilities: (1) expected cost savings
from the merger cannot be fully realized or realized within this expected
timeframe; (2) revenues following the merger are lower than expected; (3)
competitive pressure among financial services companies increases significantly;
(4) costs or difficulties related to the integration of the businesses of
Norwest and Wells Fargo are greater than expected; (5) changes in the interest
rate environment reduce interest margins; (6) general economic conditions,
either internationally or nationally or in the states in which the combined
company will be doing business, are less favorable than expected; or

-6-

<PAGE>

(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.

# # #

-7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<DESCRIPTION>INVESTOR PRESENTATION MATERIALS, DATED 6/8/98
<TEXT>

Norwest Corporation + Wells Fargo Corporation

"Creating ... The Premier Financial Services
Company in the Western Hemisphere"

June 8, 1998

Forward Looking Statements

This presentation contains forward looking statements with respect to the
financial conditions, results of operations and businesses of Norwest and Wells
Fargo and, assuming the consummation of the merger, a combined Norwest/Wells
Fargo including statements relating to: (a) the cost savings and accretion to
reported earnings that will be realized from the merger; (b) the impact on
revenues of the merger, and (c) the restructuring charges expected to be
incurred in connection with the merger. These forward looking statements involve
certain risks and uncertainties. Factors that may cause actual results to differ
materially from those contemplated by such forward looking statements include,
among others, the following possibilities: (1) expected cost savings from the
merger cannot be fully realized or realized within this expected timeframe; (2)
revenues following the merger are lower than expected; (3) competitive pressure
among financial services companies increases significantly; (4) costs or
difficulties related to the integration of the businesses of Norwest and Wells
Fargo are greater than expected; (5) changes in the interest rate environment
reduce interest margins; (6) general economic conditions, either internationally
or nationally or in the states in which the combined company will be doing
business, are less favorable than expected; or (7) legislation or regulatory
requirements or changes adversely affect the businesses in which the combined
company would be engaged.

<PAGE>

The New Company

o Name Wells Fargo

o Headquarters
Corporate San Francisco

Midwest Minneapolis
o Management
Board of Directors 50/50 Split
Chairman Paul Hazen
President & CEO Dick Kovacevich

Transaction Overview

o Terms
o Fixed exchange ratio
o 10 Norwest Shares for each Wells Fargo share
o 19.9% option to each party
o Structure
o Negotiated Merger of Equals
o Tax Free Exchange
o Pooling of Interests

<PAGE>

Transaction Overview

o Substantial EPS accretion to all shareholders
o Synergies $650 mm expense reduction
o Merger costs $950 mm
o Targeted close Second Half 1998
o Due diligence Completed
o Approvals Required Regulatory
Wells Fargo Shareholders
Norwest Shareholders

"A Compelling Partnership"

Norwest + Wells Fargo

"Leveraging
Complementary
Strengths"

<PAGE>

Leveraging Complementary Strengths

o Norwest

o Outstanding sales and service culture
o Strong revenue generation

o Wells Fargo

o Alternative delivery leader
o Outstanding expense efficiency

The New Wells Fargo

o Outstanding Sales and Service Culture
o Major cross-sell focus
o Superior Distribution Capabilities
o Enhanced Diversification
o Spanning 9 of 10 highest growth states
o Broader business and product line
o Leading market share in complementary businesses

<PAGE>

The New Wells Fargo

o #1, 2, or 3 Bank Deposit Share in 76 MSA's
o #1 Mortgage Originator and Servicer
o #1 Bank Commercial Real Estate Lender
o #1 Bank-Owned Insurance Agency
o #1 Agricultural Bank

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