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. )*
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)
July 1, 2002
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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).
Page 1 of 13
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CUSIP No. 769627 10 0 13D Page 2 of 13 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 350,000
PERSON WITH -----------------------------------------------------
8 Shared Voting Power
0
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9 Sole Dispositive Power
350,000
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
350,000
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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)
9.8%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 769627 10 0 13D Page 3 of 13 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 350,000
PERSON WITH -----------------------------------------------------
8 Shared Voting Power
0
-----------------------------------------------------
9 Sole Dispositive Power
350,000
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
350,000
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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%
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14 Type of Reporting Person (See Instructions)
PN
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.001 per share, of
Riviera Holdings Corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada
89109.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed on behalf of Donald J. Trump and Trump Hotels &
Casino Resorts Holdings, L.P. ("THCR Holdings"). THCR Holdings may be deemed to
be a beneficial owner of the shares of Common Stock of the Issuer reported in
this Schedule 13D pursuant to the Option (as defined in Item 3). Pursuant to the
general instructions to Schedule 13D, information pertaining to Donald J. Trump,
THCR Holdings, Trump Hotels & Casino Resorts, Inc., the sole general partner of
THCR Holdings ("THCR"), and the executive officers and directors of THCR is
included herein.
I. (a) Name: Donald J. Trump
(b) Business Address: 725 Fifth Avenue, New York, NY 10022
(c) Present Principal Occupation: Mr. Trump is currently the Chairman,
President and Chief Executive Officer of: (i) THCR, a publicly-traded
corporation (NYSE: DJT) which, through THCR Holdings and subsidiaries
thereof, owns and/or manages five casino hotels and whose executive
offices are located at 1000 Boardwalk, Atlantic City, NJ 08401; and
(ii) the Trump Organization, a privately-held real estate development
corporation whose executive offices are located at 725 Fifth Avenue,
New York, NY 10022.
(d) Mr. Trump 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. Trump 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
II. (a) Name: Trump Hotels & Casino Resorts Holdings, L.P.
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: THCR Holdings and subsidiaries
thereof own and/or manage five casino hotels, and THCR Holdings'
executive offices are located at 1000 Boardwalk, Atlantic City,
NJ 08401.
(d) THCR Holdings has not, during the last five years, been convicted
in a criminal proceeding.
(e) During the last five years, THCR Holdings 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: Delaware
III. (a) Name: Trump Hotels & Casino Resorts, Inc.
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: THCR is a publicly-traded
corporation (NYSE: DJT) which, through THCR Holdings and subsidiaries
thereof, owns and/or manages five casino hotels and whose executive
offices are located at 1000 Boardwalk, Atlantic City, NJ 08401.
(d) THCR has not, during the last five years, been convicted in a
criminal proceeding.
page 4 of 13
(e) As previously reported in THCR's reports filed with the SEC, THCR,
without admitting any of the allegations, entered into an offer of
settlement, dated January 10, 2002 (the "Offer"), with the SEC in
connection with a press release issued by THCR in 1999. Pursuant to
the Offer, THCR covenanted to cease and desist from committing or
causing any violations of Section 10(b) of the Act. On January 16,
2002, the Commission issued an order accepting the Offer.
(f) Citizenship: Delaware
IV. (a) Name: Mark A. Brown
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Brown is currently the Chief
Operating Officer of THCR.
(d) Mr. Brown 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. Brown 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
V. (a) Name: Robert M. Pickus
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Pickus is currently the
Executive Vice President, Secretary and General Counsel of THCR.
(d) Mr. Pickus 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. Pickus 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
Page 5 of 13
VI. (a) Name: Francis X. McCarthy, Jr.
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. McCarthy is currently the
Executive Vice President of Corporate Finance and the Chief Financial
Officer of THCR.
(d) Mr. McCarthy 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. McCarthy 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
VII. (a) Name: John P. Burke
(b) Business Address: 725 Fifth Avenue, New York, NY 10022
(c) Present Principal Occupation: Mr. Burke is currently the Executive
Vice President and Corporate Treasurer of THCR.
(d) Mr. Burke 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. Burke 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
VIII. (a) Name: Joseph A. Fusco
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Fusco is currently the Executive
Vice President of Government Relations and Regulatory Affairs of THCR.
(d) Mr. Fusco 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. Fusco 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
Page 6 of 13
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
IX. (a) Name: Wallace B. Askins
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Askins currently serves as a
member of the Board of Directors of THCR.
(d) Mr. Askins 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. Askins 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
X. (a) Name: Don M. Thomas
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Thomas is a member of the Board
of Directors of THCR. Mr. Thomas also serves as the Senior Vice
President of Corporate Affairs of the Pepsi-Cola Bottling Co. of New
York whose executive offices are located at 50-35 56th Road, Maspeth,
New York, 11378.
(d) Mr. Thomas 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. Thomas 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
XI. (a) Name: Peter M. Ryan
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. Ryan is currently a member of
the Board of Directors of THCR. Mr. Ryan also serves as the President
of each of The Marlin Group, LLC and The Brookwood Carrington Fund,
LLC, real estate advisory groups whose principal executive offices are
located at 101 Park Avenue, New York, NY 10178.
Page 7 of 13
(d) Mr. Ryan 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. Ryan 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
XII. (a) Name: Robert J. McGuire
(b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401
(c) Present Principal Occupation: Mr. McGuire is currently a member of
the Board of Directors of THCR. Mr. McGuire is also Counsel to
Morvillo, Abramowitz, Grand, Iason & Silberberg, P.C., a New York law
firm located at 565 Fifth Avenue, New York, NY 10017.
(d) Mr. McGuire 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. McGuire 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.
I. Mr. Trump purchased 350,000 shares of Common Stock of the Issuer
(the "Trump-Riviera Shares") for a purchase price of $2,275,000,
net of brokerage commissions. The source of the funds was Mr.
Trump's personal resources.
II. On July 10, 2002, Trump granted, at no cost, THCR Holdings a
one-year option (the "Option") to purchase the Trump-Riviera
Shares at a purchase price equal to the greater of (i) Mr.
Trump's cost of acquiring the Trump-Riviera Shares or (ii) the
fair market value of the Trump-Riviera Shares based upon the 20
trading day average closing price of the shares of Common Stock
of the Issuer as reported on the American Stock Exchange
preceding the exercise of the Option. If the Option is exercised,
the source of the funds is anticipated to be working capital of
THCR Holdings.
III. THCR, by virtue of being the general partner of THCR Holdings,
will be deemed to beneficially own the Trump-Riviera Shares upon
THCR Holdings' exercise of the Option.
Page 8 of 13
IV. None of Messrs. Brown, Pickus, McCarthy, Burke, Fusco, Askins,
Thomas, Ryan or McGuire currently beneficially own any securities
of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
I. Mr. Trump purchased the Trump-Riviera Shares for investment
purposes. Mr. Trump has no current 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
other than pursuant to the Option;
(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 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.
II. If THCR Holdings exercises the Option, THCR Holdings and THCR will
hold the Trump-Riviera Shares for investment purposes. Neither
THCR Holdings nor THCR has any current 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
other than pursuant to the Option;
(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;
Page 9 of 13
(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 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.
III. None of Messrs. Brown, 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 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
Page 10 of 13
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
I. (a) After purchasing the Trump-Riviera Shares, Mr. Trump owns an
aggregate number of 350,000 shares of Common Stock of the Issuer
which consists of 9.8% of the entire class.
(b) Mr. Trump has the sole power to vote and dispose of all the
Trump-Riviera Shares.
(c) On July 1, 2002, Mr. Trump purchased the Trump-Riviera Shares on
the open market at a purchase price of $6.50 per share, or an
aggregate of $2,275,000, net of brokerage commissions.
(d) Not applicable.
(e) Not applicable.
II. (a) By reason of the Option, THCR Holdings may be deemed to
beneficially own the Trump-Riviera Shares. THCR, by virtue of
being the sole general partner of THCR Holdings, may also be
deemed to be the beneficial owner of the Trump-Riviera Shares.
(b) Upon the exercise of the Option, THCR Holdings and THCR would
have the sole voting and dispositive power with respect to the
Trump-Riviera Shares.
(c) On July 10, 2002, Mr. Trump granted, at no cost, THCR Holdings
the Option to purchase the Trump-Riviera Shares at a purchase
price equal to the greater of (i) Mr. Trump's cost of acquiring
the Trump-Riviera Shares or (ii) the fair market value of the
Trump-Riviera Shares based upon the 20 trading day average
closing price of the shares of Common Stock of the Issuer as
reported on the American Stock Exchange preceding the exercise
of the Option.
(d) Not applicable.
(e) Not applicable.
III. (a) None of Messrs. Brown, 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, 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.
(c) None.
Page 11 of 13
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On July 10, 2002, Mr. Trump granted, at no cost, THCR Holdings the Option
to purchase the Trump-Riviera Shares at a purchase price equal to the greater of
(i) Mr. Trump's cost of acquiring the Trump-Riviera Shares or (ii) the fair
market value of the Trump-Riviera Shares based upon the 20 trading day average
closing price of the shares of Common Stock of the Issuer as reported on the
American Stock Exchange preceding the exercise of the Option. A copy of the
Option is filed as an exhibit to this Schedule 13D.
By virtue of being the general partner of THCR Holdings, THCR will be
deemed to beneficially own the Trump-Riviera Shares upon THCR Holdings' exercise
of the Option.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Agreement, dated July 10, 2002, between Donald J. Trump
and Trump Hotels & Casino Resorts Holdings, L.P.
(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.
Page 12 of 13
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: July 10, 2002
/s/ DONALD J. TRUMP
-----------------------------------------------------
Donald J. Trump
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: TRUMP HOTELS & CASINO RESORTS, INC., its
general partner
/s/ ROBERT M. PICKUS
---------------------
Robert M. Pickus
Executive Vice President, Secretary
and General Counsel
Page 13 of 13