SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Riviera Holdings Corporation
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
769627100
- -----------------------------------------------------------------------------
(CUSIP Number)
Tullio J. Marchionne
2901 Las Vegas Blvd South
Las Vegas, Nv. 89109
(702) 794-9504
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 28, 2004
- -----------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
1 of 5
CUSIP NO. 769627100 13D PAGE 2 OF 5 PAGES
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
William L. Westerman
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
Not Applicable (b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
P.F.
- -----------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
Not Applicable. [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
697,030
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,532
OWNED BY EACH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
697,030
PERSON ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,532
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,562 shares.
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
Not Applicable.
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- -----------------------------------------------------------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 28, 2004, Mr. Westerman acquired 50,000 shares of Common
Stock through the exercise of stock options previously granted under the
Issuer's stock option plan (the "Option Shares"). The aggregate exercise price
of the Option Shares was $300,000.00, which Mr. Westerman paid to the Issuer
from his personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Westerman acquired the Option Shares primarily in order to commence
the holding period that would need to be satisfied in order for any future sale
of those shares to qualify for long-term capital gains tax treatment.
Additionally, Mr. Westerman considered the acquisition of the Option Shares to
be a suitable investment, taking into account, among other things, the spread
between the exercise price of the options and the market price of the Common
Stock and the limited life of the options. Mr. Westerman's prior acquisitions of
Common Stock were for investment purposes.
Mr. Westerman will continually review his investment in Common
Stock. Depending on market conditions affecting the Common Stock or securities
investments generally, the Issuer's financial performance and future prospects,
applicable laws and regulations, provisions of the Issuer's organizational
documents and other factors that he may deem pertinent, Mr. Westerman might
acquire additional shares of Common Stock or dispose of some or all of his
Common Stock in open market transactions or through other means.
By virtue of Mr. Westerman's position as Chairman of the Board and
Chief Executive Officer of the Issuer and his status as a principal shareholder
of the Issuer, Mr. Westerman has discussions from time to time with third
parties concerning transactions that relate to, or could result in, among other
things, (i) a sale of a significant or controlling interest in the Issuer's
outstanding stock; (ii) an extraordinary corporate transaction such as a merger
of the Issuer or its subsidiaries; (ii) a sale or other transfer of all or
substantially all of the Issuer's assets; (iv) a change in the board of
directors or management of the Issuer; (v) a change in the Issuer's
capitalization; or (vi) other material changes in the Issuer's business or
corporate structure (any of the foregoing items (i) through (vi), a "Material
Transaction"). The Issuer and Mr. Westerman have been contacted on several
occasions in the recent past by third parties who proposed or expressed an
interest in a Material Transaction. In view of Mr. Westerman's status with the
Issuer and the frequency and nature of those contacts, Mr. Westerman expects to
be involved on an ongoing basis in negotiations or discussions pertaining to a
Material Transaction, either with parties who previously made such contacts or
with new parties. Furthermore, a Material Transaction could occur at any time
without prior public notice by Mr. Westerman. However, it is also possible that
no Material Transaction will occur.
Mr. Westerman intends to review continually his investment in the
Issuer's securities and, based on his review and the circumstances discussed
above, may form a plan or proposal which relates to, or would result in, any of
the following:
1. The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the
Issuer;
2. An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
3. A sale or transfer of a material amount of the assets
of the Issuer or any of its subsidiaries;
4. Any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board of
directors;
5. Any material change in the present capitalization or
dividend policy of the Issuer;
6. Any other material change in the Issuer's business or
corporate structure;
7. Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or any actions
which may impede the acquisition of control of the
Issuer by any person;
8. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
9. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
10. Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 5, 2004, Mr. Westerman beneficially owned 698,562
shares of Common Stock, constituting 17.6% of the Common Stock outstanding on
that date.
(b) Mr. Westerman has sole voting power and sole dispositive power as
to all of his shares of Common Stock reported in Item 5(a) above, except for
1,532 shares that he holds through the Issuer's Employee Stock Ownership Plan
(the "ESOP").
All of the shares of Common Stock held by the ESOP are voted on each
proposal in proportion to the voting instructions received by the Trustee of the
ESOP (the "Trustee") from all ESOP participants who submit voting instructions.
For example, if (i) the ESOP holds 1,000 shares of Common Stock, (ii) the
Trustee receives voting instructions from participants on whose behalf the ESOP
holds only 500 shares, and (iii) those participants, in the aggregate, instruct
the trustee to vote 300 shares in favor of a proposal and 200 shares against it,
then 600 shares held by the ESOP will be voted for the proposal and 400 shares
will be voted against it. The Trustee has the power to sell or otherwise dispose
of Common Stock that the ESOP holds. In exercising this power, the Trustee
normally considers the views of the ESOP's Administrative Committee, which
consists of officers (including Mr. Westerman) of RHC or its subsidiaries.
(c) Except for Mr. Westerman's acquisition of the Option Shares on
October 28, 2004, as reported in Item 3 above, Mr. Westerman effected no Common
Stock transactions during the past 60 days.
(d) No person other than Mr. Westerman has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock that he beneficially owns.
(e) Not applicable.