UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
Riviera Holdings Corporation
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
769627100
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1 (b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the purpose 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 6 pages
CUSIP No. 769627100
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1. Names of Reporting Persons. Plainfield Special Situations Master
Fund Limited
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization Cayman Islands
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Number of 5. Sole Voting Power 1,100,000
Shares Bene- -----------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each -----------------------------------------------------------
Reporting 7. Sole Dispositive Power 1,100,000
Person With: -----------------------------------------------------------
8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,100,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 8.8%
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12. Type of Reporting Person (See Instructions) CO
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Page 2 of 6 pages
CUSIP No. 769627100
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1. Names of Reporting Persons. Plainfield Asset Management LLC
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization Delaware
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Number of 5. Sole Voting Power 1,100,000
Shares Bene- -----------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each -----------------------------------------------------------
Reporting 7. Sole Dispositive Power 1,100,000
Person With: -----------------------------------------------------------
8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,100,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 8.8%
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12. Type of Reporting Person (See Instructions) OO
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Page 3 of 6 pages
CUSIP No. 769627100
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1. Names of Reporting Persons. Max Holmes
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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Number of 5. Sole Voting Power 1,100,000
Shares Bene- -----------------------------------------------------------
ficially owned 6. Shared Voting Power 0
by Each -----------------------------------------------------------
Reporting 7. Sole Dispositive Power 1,100,000
Person With: -----------------------------------------------------------
8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,100,000
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9) 8.8%
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12. Type of Reporting Person (See Instructions) IN
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Page 4 of 6 pages
This amendment No. 1 amends the Statement on Schedule 13G filed with the
Securities and Exchange Commission on March 15, 2006 by Plainfield
Special Situations Master Fund Limited, a Cayman Islands corporation
("Master Fund"), Plainfield Asset Management LLC, a Delaware limited
liability company ("Asset Management") and Max Holmes, an individual
(the "Schedule 13G"). This amendment to the Schedule 13G relates to the
common stock ("Common Stock"), par value $.001 per share, of Riviera
Holdings Corporation, a Nevada corporation ("Issuer"). The following
amendments to the Schedule 13G are hereby made. Unless otherwise defined
herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13G.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each filer. The ownership listed on
the cover page includes ownership as of February 1, 2007 of 1,100,000 shares of
Common Stock. The percentage ownership listed on the cover page has been
calculated in accordance with ss. 240.13d-3(d)(1) and is based upon 12,463,755
shares of the Issuer's Common Stock outstanding on November 1, 2006, as reported
in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September
30, 2006.
The Common Stock was purchased by Master Fund. Master Fund is a private
investment vehicle formed for the purpose of investing and trading in a wide
variety of securities and financial instruments. Asset Management is the Manager
of Master Fund. Max Holmes is the chief investment officer of Asset Management.
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Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ss.240.13d-3(d)(1).
Page 5 of 6 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2007
PLAINFIELD SPECIAL SITUATIONS MASTER FUND
LIMITED
By: Plainfield Asset Management LLC
By: /s/ THOMAS X. FRITSCH
--------------------------------------
Thomas X. Fritsch
Authorized Individual
PLAINFIELD ASSET MANAGEMENT LLC
By: /s/ THOMAS X. FRITSCH
--------------------------------------
Thomas X. Fritsch
Managing Director and General Counsel
MAX HOLMES
By: /s/ THOMAS X. FRITSCH
--------------------------------------
Thomas X. Fritsch
Attorney-in-Fact*
* Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and
on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact,
included as Exhibit A to this Amendment No. 1 to Statement on Schedule 13G.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 6 of 6 pages
Exhibit A
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LIMITED POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes Thomas X.
Fritsch, as the undersigned's true and lawful attorney-in-fact, limited solely
to the following purposes, to:
(1) execute for and on the undersigned's behalf (i) Forms 3, 4 and 5
(including any amendments thereto) which may be required to be filed with the
Securities and Exchange Commission ("SEC") in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, (ii) Schedules 13G
and 13D (including any amendments thereto) which may be required to be filed in
accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934
and the rules thereunder, and (iii) a Form ID (including any amendments thereto)
and any other documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of reports,
with respect to the undersigned's beneficial ownership of and transactions in
reportable securities;
(2) do and perform any and all acts for and on the undersigned's
behalf, which may be necessary or desirable, to complete, execute and file any
such Form 3, 4 or 5, Schedule 13G or 13D, Form ID or any forms necessary to
obtain or renew such SEC access codes; 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, or legally required by the undersigned, it being
understood that the documents executed by such attorney-in-fact on the
undersigned's behalf of 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 his or her discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary
and 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 his or her
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 attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16 or Section 13 of the Securities
Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force and
effect as the original. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4, and 5 or
Schedules 13D or 13G with respect to the undersigned's beneficial ownership of
and transactions in reportable securities, unless earlier revoked by the
undersigned (a) automatically upon the undersigned's death, (b) automatically
upon the attorney-in-fact being notified of the undersigned's disability, (c)
automatically upon the attorney-in-fact no longer being employed by Plainfield
Asset Management LLC or (d) upon a signed written revocation delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of February, 2007.
/s/ MAX HOLMES
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MAX HOLMES
STATE OF CONNECTICUT
COUNTY OF FAIRFIELD
This document was acknowledged before me on February 1, 2007 by Max Holmes.
/s/ THERESA LOWE
-------------------------------
Notary Public