SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDED THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)*
Riviera Holdings Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
769627 10 0
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(CUSIP Number)
Robert M. Pickus
1000 Boardwalk
Atlantic City, NJ 08401
(609) 449-5573
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 18, 2003
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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 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.
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*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, as amended ("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
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CUSIP No. 769627 10 0 13D Page 2 of 7 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Donald J. Trump
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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 (See Instructions)
PF
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5 Check if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States of America
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED
BY EACH REPORTING 358,000
PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
0
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9 Sole Dispositive Power
358,000
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,000
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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)
10.0%
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14 Type of Reporting Person (See Instructions)
IN
2
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CUSIP No. 769627 10 0 13D Page 3 of 7 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Trump Hotels & Casino Resorts Holdings, L.P.
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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 (See Instructions)
WC
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5 Check if Disclosure of Legal Proceeding 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 358,000
PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
0
- - - - - - - - - - - - - - - - - - - - - - - - - - -
9 Sole Dispositive Power
358,000
- - - - - - - - - - - - - - - - - - - - - - - - - - -
10 Shared Dispositive Power
0
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,000
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
13 Percent of Class Represented by Amount in Row (11)
10.0%
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14 Type of Reporting Person (See Instructions)
PN
3
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CUSIP No. 769627 10 0 13D Page 4 of 7 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Trump Hotels & Casino Resorts, Inc.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ X ]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
3 SEC Use Only
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
4 Source of Funds (See Instructions)
WC
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
5 Check if Disclosure of Legal Proceeding 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 358,000
PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
0
- - - - - - - - - - - - - - - - - - - - - - - - - - -
9 Sole Dispositive Power
358,000
- - - - - - - - - - - - - - - - - - - - - - - - - - -
10 Shared Dispositive Power
0
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,000
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
13 Percent of Class Represented by Amount in Row (11)
10.0%
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14 Type of Reporting Person (See Instructions)
CO
4
This Amendment No. 2 amends the Schedule 13D filed by the Reporting
Persons with the Securities and Exchange Commission (the "Commission") on July
10, 2002, as amended by Amendment No.1 dated December 26, 2002, and is being
filed with the Commission pursuant to Rule 13d-2(a) promulgated under the
Securities Exchange Act of 1934, as amended. Except as specifically amended by
this Amendment No. 2, the Schedule 13D, as amended by Amendment No. 1, remains
in full force and effect.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by inserting following paragraph at the end
thereof:
XIII. (a) Name: Scott C. Butera
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Butera is currently the
Executive Vice President, Director of Corporate and
Strategic Development of THCR.
(d) Mr. Butera has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Butera was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction which the 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 violation with respect to such laws.
(f) Citizenship: United States of America
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by inserting the following paragraph at the
end thereof:
On December 18, 2003, Mr. Trump and THCR Holdings amended the Option
and the Additional Option to extend the expiration date of the options from
December 31, 2003 through December 31, 2004. Copies of the amendments to the
options are filed as exhibits to this Amendment No. 2.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by deleting the third full paragraph of Item
4 and replacing it with the following paragraph:
III. None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco,
Askins, Thomas, Ryan and/or McGuire currently have plans or proposals which
relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors of the Issuer,
including any plans or proposals to change the number or term of
Directors or to fill any existing vacancies on
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the Board of Directors;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or any actions which may impede the
acquisition or control of the Issuer by any person;
(h) 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;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by inserting the following paragraph at the
end of II. (c) of Item 5:
On December 18, 2003, Mr. Trump and THCR Holdings amended the Option
and the Additional Option to extend the expiration date of the options from
December 31, 2003 through December 31, 2004. Copies of the amendments to the
options are filed as exhibits to this Amendment No. 2.
Item 5 is hereby further revised by deleting III. (a) and (b) of Item
5 and by inserting the following:
III.
(a) None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco,
Askins, Thomas, Ryan and/or McGuire beneficially own any shares
of Common Stock of the Issuer.
(b) None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco,
Askins, Thomas, Ryan and/or McGuire have sole or shared voting or
dispositive power with respect to the Trump-Riviera Shares and/or
the Additional Trump-Riviera Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by inserting the following paragraph after
the third full paragraph of Item 6:
On December 18, 2003, Mr. Trump and THCR Holdings amended the Option
and the Additional Option to extend the expiration date of the options from
December 31, 2003 through December 31, 2004. Copies of the amendments to the
options are filed as exhibits to this Amendment No. 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by deleting all paragraphs and inserting the
following:
Exhibit A. Agreement, dated December 26, 2002, by and among Donald J. Trump,
Trump Hotels & Casino Resorts Holdings, L.P., and Trump Hotels &
Casino Resorts, Inc. (regarding joint filing of Schedule 13D). **
Exhibit B. Option, dated July 10, 2002, from Donald J. Trump to Trump Hotels &
Casino Resorts Holdings, L.P. *
Exhibit C. Amendment, dated December 26 2002, to the Option, dated July 10,
2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings,
L.P. **
Exhibit D. Option, dated December 26, 2002, from Donald J. Trump to Trump Hotels
& Casino Resorts Holdings, L.P. **
Exhibit E. Amendment No. 2, dated as of December 18, 2003, to the Option, dated
as of July 10, 2002, from Donald J. Trump to Trump Hotels & Casino
Resorts Holdings, L.P.
Exhibit F. Amendment, dated as of December 18, 2003, to the Option, dated as of
December 26, 2002, from Donald J. Trump to Trump Hotels & Casino
Resorts Holdings, L.P.
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* Previously filed as an exhibit to the Initial Schedule 13D filed by the
Reporting Persons with the SEC on July 10, 2002.
** Previously filed as an exhibit to the Amendment No. 1 to the Initial Schedule
13D filed by the Reporting Persons with the SEC on December 26, 2002.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 22, 2003
/s/ Donald J. Trump
--------------------------------
Donald J. Trump
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: TRUMP HOTELS & CASINO RESORTS, INC.,
its general partner
/s/ John P. Burke
-----------------------------------
John P. Burke
Executive Vice President
and Corporate Treasurer
TRUMP HOTELS & CASINO RESORTS, INC.
/s/ John P. Burke
----------------------------------
John P. Burke
Executive Vice President
and Corporate Treasurer
7