UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Riviera Holdings Corporation
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
769627 10 0
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(CUSIP Number)
D. E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Stephen M. Kotran, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
December 12, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
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CUSIP NO. 769627 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Laminar Portfolios, L.L.C. FEIN 01-0577802
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
---------------------------------------------------
8 SHARED VOTING POWER
1,194,500
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9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,194,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,500
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP NO. 769627 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.P. FEIN 13-3695715
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
---------------------------------------------------
8 SHARED VOTING POWER
1,219,400
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,219,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,400
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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3
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CUSIP NO. 769627 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.L.C. FEIN 13-3799946
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
---------------------------------------------------
8 SHARED VOTING POWER
1,194,500
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,194,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,194,500
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
4
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CUSIP NO. 769627 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Valence Portfolios, L.L.C. FEIN 13-4046559
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
---------------------------------------------------
8 SHARED VOTING POWER
24,900
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,900
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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5
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CUSIP NO. 769627 10 0
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Shaw
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
---------------------------------------------------
8 SHARED VOTING POWER
1,219,400
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,219,400
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,219,400
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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6
Item 1. SECURITY AND THE ISSUER
This Amendment No. 2 to the Statement on Schedule 13D (this "Amendment")
amends and restates the Statement on Schedule 13D originally filed by D. E. Shaw
Laminar Portfolios, L.L.C., a Delaware limited liability company ("Laminar"),
D. E. Shaw & Co., L.P., a Delaware limited partnership ("DESCO LP"), D. E. Shaw
& Co., L.L.C., a Delaware limited liability company ("DESCO LLC"), D. E. Shaw
Valence Portfolios, L.L.C., a Delaware limited liability company ("Valence") and
David E. Shaw, a citizen of the United States of America, with the Securities
and Exchange Commission on April 11, 2006 (the "Schedule 13D"), and the
Amendment No. 1 to the Schedule 13 D filed by Laminar, DESCO LP, DESCO LLC,
Valence, David E. Shaw and Ian Bruce Eichner, a citizen of the United States of
America, with the Securities and Exchange Commission on November 13, 2006,
relating to the common stock, par value $0.001 per share ("Common Stock"), of
Riviera Holdings Corporation, a Nevada corporation (the "Issuer"), and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The principal executive offices of the Issuer are
located at 2901 Las Vegas Boulevard South, Las Vegas NV 89109.
Item 2. IDENTITY AND BACKGROUND
(a), (f) This statement is filed on behalf of Laminar, DESCO LP, DESCO
LLC, Valence and David E. Shaw (all of the foregoing collectively, the
"Reporting Persons"). On December 14, 2006, the Reporting Persons and Ian Bruce
Eichner entered into an agreement amending and restating the Amended and
Restated Joint Filing Agreement dated as of November 10, 2006 (the " Second
Amended and Restated Joint Filing Agreement") to, among other things, remove Ian
Bruce Eichner as joint filer. The foregoing and subsequent references to, and
descriptions of, the Second Amended and Restated Joint Filing Agreement are
qualified in their entirety by reference to the Second Amended and Restated
Joint Filing Agreement, the terms of which are attached hereto as Exhibit 1 and
incorporated by reference herein.
(b) The business address and principal office, as applicable, of all
Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York,
NY 10036.
(c) The principal business of Laminar is that of a limited liability
company focusing primarily on credit opportunities related investment
strategies. The principal business of Valence is that of a limited liability
company focusing primarily on equity- and equity-linked-securities related
investment strategies. Neither Laminar nor Valence has any executive officers or
directors. The principal business of DESCO LP is to act as an investment adviser
to certain funds, including, without limitation, Laminar and Valence. DESCO LP
is also the managing member of Valence and D. E. Shaw Investment Management,
L.L.C. ("DESIM LLC"). The principal business of DESCO LLC is to act as managing
member to certain funds, including, without limitation, Laminar. D. E. Shaw &
Co., Inc., a Delaware corporation ("DESCO Inc."), is the general partner of
DESCO LP. D. E. Shaw & Co. II, Inc., a Delaware corporation ("DESCO II, Inc."),
is the managing member of DESCO LLC. David E. Shaw is the president and sole
shareholder of DESCO Inc. and DESCO II, Inc.
7
(d), (e) During the last five years, neither any Reporting Person nor, to
the best knowledge of any Reporting Person, any person named in Item 2, has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In acquiring 1,194,500 shares of Common Stock owned by Laminar prior
to December 13, 2006, Laminar expended approximately $18,568,417 (excluding
commissions) of its working capital. In acquiring 24,900 shares of Common Stock
owned by Valence prior to December 13, 2006, Valence expended approximately
$548,851 (excluding commissions) of its working capital.
Item 4. PURPOSE OF TRANSACTION
Certain Reporting Persons and/or one or more affiliates of the
Reporting Persons on the one hand and Ian Bruce Eichner on the other hand (all
of the foregoing collectively, the "Bidders") had been granted a waiver by the
board of directors of the Issuer of the applicability of Article III Section 7
of the Issuer's articles of incorporation and an approval, for the purpose of
Section 78.438 of the Nevada Revised Statutes, of the joinder of certain Bidders
with respect to (a) making a joint proposal to the board of directors of the
Issuer, (b) engaging in discussions with representatives of the Issuer regarding
a joint proposal, (c) modifying, supplementing or amending the terms and
conditions of a joint proposal, (d) engaging in discussions with shareholders of
the Issuer regarding their potential support for any potential merger agreement
pursuant to a joint proposal, (e) negotiating (but not executing) option, voting
or other agreements with shareholders of the Issuer with respect to a joint
proposal, (f) negotiating a merger agreement and all related transaction
agreements with the Issuer, (g) forming an acquisition vehicle and taking all
necessary actions with respect to its capitalization and governance in
connection with a joint proposal and all agreements and arrangements related
thereto, (h) engaging in discussions with and negotiating the terms of any
agreements with any potential debt financing sources or additional equity
financing sources with respect to the financing of a joint proposal, (i) making
any required filings under applicable laws or regulations in connection with the
joint proposal or any contemplated transaction relating to such joint proposal,
(j) engaging in discussions and/or meetings with Nevada and Colorado gaming
regulatory authorities regarding the joint proposal, the proposed merger
agreement, the acquisition vehicle, the potential debt financing and equity
financing sources and potential financial structure, and other matters regarding
the potential acquisition, and (k) taking all other actions that are a necessary
and proper incident to making a joint proposal (the "Waiver and Approval"). The
Waiver and Approval were granted by resolutions adopted by the board of
directors of the Issuer by unanimous written consent.
8
On November 10, 2006, certain Bidders reached an understanding to
make a joint bid to acquire all of the outstanding Common Stock not currently
owned by the Reporting Persons or Ian Bruce Eichner.
On November 10, 2006, a letter was sent to the board of directors of
the Issuer proposing, on behalf of an entity to be formed by certain Bidders, to
acquire by merger all of the outstanding shares of Common Stock not owned by the
Reporting Persons or Ian Bruce Eichner (the "Proposal Letter") for $21 per share
in cash. Concurrently with the delivery of the Proposal Letter, certain Bidders
and the Issuer entered into an exclusivity agreement (the "Exclusivity
Agreement") which provided for an exclusivity period during which the parties
thereto agreed to negotiate in good faith the terms of a definitive acquisition
agreement and all necessary ancillary agreements with respect to such
acquisition agreement.
On December 12, 2006, the effectiveness of the Waiver and Approval
as well as the exclusivity period contemplated by the Exclusivity Agreement
expired. Concurrently, certain Bidders withdrew their acquisition proposal
contemplated by the Proposal Letter. In addition, the Reporting Persons on the
one hand and Ian Bruce Eichner on the other hand terminated all other activities
permitted by the Waiver and Approval. Therefore, the Reporting Persons on the
one hand and Ian Bruce Eichner on the other hand are no longer required to file
a joint statement on Schedule 13D.
Except as contemplated in this Item 4, no Reporting Person has any
plans or proposals of the types referred to in clauses (a) through (j) of Item 4
of Schedule 13D, although the Reporting Persons reserve the right to develop
such plans or proposals.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b) Based upon the Issuer's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2006, there were 12,463,755 shares of
Common Stock outstanding as of November 1, 2006. Based on the foregoing, the
1,194,500 shares of Common Stock beneficially owned by Laminar (the "Laminar
Shares") represent approximately 9.6% of the shares of Common Stock issued and
outstanding, the 24,900 shares of Common Stock beneficially owned by Valence
(the "Valence Shares") represent approximately 0.2% of the shares of Common
Stock issued and outstanding,and the 1,219,400 shares of Common Stock
beneficially owned by DESCO LP (the "Subject Shares") represent approximately
9.8% of the shares of Common Stock issued and outstanding. The Subject Shares
are comprised of the (i) 1,194,500 shares of Common Stock in the name of Laminar
and (ii) 24,900 shares of Common Stock in the name of Valence.
9
Laminar will have the power to vote or to direct the vote of (and
the power to dispose or direct the disposition of) the Laminar Shares. Valence
will have the power to vote or to direct the vote of (and the power to dispose
or direct the disposition of) the Valence Shares. Laminar disclaims beneficial
ownership of the shares beneficially owned by Valence; and Valence disclaims
beneficial ownership of the shares beneficially owned by Laminar.
DESCO LP as Laminar's investment adviser and DESCO LLC as Laminar's
managing member may be deemed to have the shared power to vote or direct the
vote of (and the shared power to dispose or direct the disposition of) the
Laminar Shares. DESCO LP as investment adviser and managing member of Valence
also may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the Valence Shares. As
managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the shared
power to vote or to direct the vote of (and the shared power to dispose or
direct the disposition of) the Laminar Shares. As general partner of DESCO LP,
DESCO, Inc. may be deemed to have the shared power to vote or to direct the vote
of (and the shared power to dispose or direct the disposition of) the Laminar
Shares and the Valence Shares. None of DESCO LP, DESCO LLC, DESCO, Inc., or
DESCO II, Inc., owns any shares of Common Stock of the Issuer directly and each
such entity disclaims beneficial ownership of the Subject Shares.
David E. Shaw does not own any shares of the Issuer directly. By
virtue of David E. Shaw's position as president and sole shareholder of DESCO,
Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw's
position as president and sole shareholder of DESCO II, Inc., which is the
managing member of DESCO LLC, David E. Shaw may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct
the disposition of) the Laminar Shares and the Valence Shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of the Subject Shares.
David E. Shaw disclaims beneficial ownership of the Subject Shares.
As of the date hereof, neither any Reporting Person, nor to the best
knowledge of any Reporting Person, any of the persons set forth in Item 2, owns
any shares of Common Stock other than the Subject Shares.
(c) On December 12, 2006, in brokered transactions, (i) Valence sold
300 shares of Common Stock for an average price of $22.57 per share, (ii) DESIM
directed an existing account under its management to sell 200 shares of Common
Stock for an average price of $22.605 per share, and (iii) DESIM assumed
management of a new account which contained 400 shares of Common Stock and
directed that account to sell those shares for an average price of $22.635 per
share.
Except as set forth above, within the last 60 days, no other
transactions in shares of Common Stock were effected by any Reporting Person, or
to the best knowledge of any Reporting Person, any of the persons set forth in
Item 2.
10
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Subject Shares.
Clause (e) of Item 5 of Schedule 13D is not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except for the matters described herein, neither the Reporting
Persons nor, to the best knowledge of any Reporting Person, any of the persons
listed in Item 2 has any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Second Amended and Restated Joint Filing Agreement, dated
December 14, 2006, between Laminar, DESCO LP, DESCO LLC,
Valence, David E. Shaw and Ian Bruce Eichner.
Exhibit 2 Power of Attorney, granted by David E. Shaw relating to
D. E. Shaw & Co., Inc., in favor of the signatories hereto,
among others, dated February 24, 2004.
Exhibit 3 Power of Attorney, granted by David E. Shaw relating to
D. E. Shaw & Co. II, Inc., in favor of the signatories hereto,
among others, dated February 24, 2004.
11
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, each of the undersigned, severally and not
jointly, certifies that the information set forth in this Amendment is true,
complete and correct. Powers of Attorney, dated February 24, 2004, granted by
David E. Shaw in favor of Anne Dinning, Julius Gaudio, Lou Salkind, Stuart
Steckler and Eric Wepsic are attached as Exhibit 2 and Exhibit 3 to this
Amendment.
Dated: December 14, 2006
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C
By: D. E. Shaw & Co., L.L.C.
as managing member
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D. E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
D. E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
12
D. E. SHAW VALENCE PORTFOLIOS, L.L.C
By: D. E. Shaw & Co., L.P.,
as managing member
By: /s/ Julius Gaudio
----------------------------------
Name: Julius Gaudio
Title: Managing Director
DAVID E. SHAW
By: /s/ Julius Gaudio
-------------------------------------------
Name: Julius Gaudio
Title: Attorney-in-Fact for
David E. Shaw
13
EXHIBIT INDEX
Exhibit Description
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1. Second Amended and Restated Joint Filing Agreement,
dated December 14, 2006, between Laminar, DESCO LP,
DESCO LLC, Valence, David E. Shaw and Ian Bruce
Eichner.
2. Power of Attorney, granted by David E. Shaw relating to
D. E. Shaw & Co., Inc., in favor of the signatories
hereto, among others, dated February 24, 2004.
3. Power of Attorney, granted by David E. Shaw relating to
D. E. Shaw & Co. II, Inc., in favor of the signatories
hereto, among others, dated February 24, 2004.