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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
769627100
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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
----------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Christopher Boies, Esq.
Boies, Schiller & Flexner LLP
333 Main Street
Armonk, NY 10504
914-749-8200
April 5, 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 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: [ ]
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
------------------- ------------------
CUSIP NO. 769627100 PAGE 1 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 350,000
OWNED BY ------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 769627100 PAGE 2 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.P.
FEIN 13-3695715
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 350,000
OWNED BY ------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 769627100 PAGE 3 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.L.C.
FEIN 13-3799946
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 350,000
OWNED BY ------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
------------------- ------------------
CUSIP NO. 769627100 PAGE 4 OF 10 PAGES
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Shaw
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
------------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 350,000
OWNED BY ------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
350,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND THE ISSUER
This statement on Schedule 13D relates 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 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 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"), and David E. Shaw, a
citizen of the United States of America (David E. Shaw, together with Laminar,
DESCO LP and DESCO LLC, collectively, the "Reporting Persons"). The Reporting
Persons are filing jointly and the agreement among the Reporting Persons to file
jointly is attached hereto as Exhibit 2 and incorporated herein by reference.
(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 distressed-securities related investment
strategies. Laminar has no executive officers or directors. The principal
business of DESCO LP is to act as an investment adviser to certain funds,
including, without limitation, Laminar. 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.
(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 106,800 shares of Common Stock owned by Laminar prior to
April 5, 2004, Laminar invested approximately $854,400 (excluding commissions)
of its working capital. On April 5, 2004, Laminar invested approximately
$2,432,000 (exluding commissions) of its working capital in acquiring 243,200
additional shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Laminar purchased the shares of Common Stock for the purpose of
investing in the Issuer. Laminar will review its investment in the shares of
Common Stock from time to time and subject to applicable law and regulation and
subject to limitations contained in the Issuer's Articles of Incorporation on
Common Stock voting rights of parties who own 10% or more of the shares of
Common Stock issued and outstanding and depending upon certain factors,
including, without limitation, the financial performance of the Issuer, the
availability and price of shares of Common Stock or other securities related to
the Issuer, and other general market and investment conditions, Laminar may
determine to:
- acquire through open market purchases or otherwise additional shares of
Common Stock;
- sell through the open market or otherwise; or
- otherwise engage or participate in a transaction with the purpose or
effect of changing or influencing control of the Issuer.
Such transactions may take place at any time without prior notice. There can be
no assurance, however, that Laminar or any other Reporting Persons will take any
such action.
As part of Laminar's ongoing review, Laminar will from time to time
hold talks or discussions with and respond to any inquiries from various
parties, including, without limitation, the Issuer's Board of Directors,
management or representatives, other shareholders and other persons or entities
regarding the Issuer's affairs and strategic alternatives. Laminar has had
discussions with and may from to time continue to discuss potential strategic
alternatives related to the Issuer with Mr. Fabrizio Boccardi of Las Vegas,
Nevada. Mr. Boccardi made an unsolicited bid to purchase the Issuer in April of
2003. Neither any Reporting Person nor, to the best knowledge of any Reporting
Person, any of the persons set forth in Item 2 has entered into any contracts,
arrangements or understandings with respect to any securities of the Issuer with
Mr. Boccardi or any other third party. Based on the above-referenced talks,
discussions or inquiries, and subject to applicable law and regulation and
subject to limitations contained in the Issuer's Articles of Incorporation on
Common Stock voting rights of parties who own 10% or more of the shares of
Common Stock issued and outstanding and depending upon certain factors,
including, without limitation, the financial performance of the Issuer, the
availability and price of shares of Common Stock or other securities related to
the Issuer, and other
general market and investment conditions, Laminar may determine to pursue
various strategic alternatives in respect of its investment in the Issuer. Such
actions may include, without limitation, direct or indirect participation in the
following:
- forming and conducting potential strategic developments and plans
related to the Issuer;
- seeking representation on the Board of Directors of the Issuer;
- making recommendations to the Board of Directors and management of the
Issuer concerning various business strategies, mergers, acquisitions,
dispositions, dividend policy, capital structure, Articles of
Incorporation or Bylaws or other matters;
- seeking to acquire control of the Issuer through a merger, proxy
solicitation, tender offer, exchange offer or otherwise;
- restructuring and effecting other significant transactions with respect
to the Issuer;
- participating in "going private" transaction;
- taking any other actions that could have the purpose or effect of
directly or indirectly changing or influencing control of the Issuer;
or
- providing financing for any of the foregoing.
Such transactions may take place at any time without prior notice. There can be
no assurance, however that the possible courses of action expressed in the
immediately preceding sentence will be pursued or, if pursued, will be
consummated by Laminar or any other Reporting Person.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Based upon the Issuer's Annual Report on Form 10-K for the
year ended December 31, 2003, there were 3,610,155 shares of Common Stock
outstanding as of March 2004. Based on the foregoing, the 350,000 shares of
Common Stock beneficially owned by Laminar (the "Subject Shares"), represent
approximately 9.7% of the shares of Common Stock issued and outstanding.
Laminar will have the power to vote or to direct the vote (and the
power to dispose or direct the disposition of) of the Subject Shares.
DESCO LP as Laminar's investment adviser and DESCO LLC as Laminar's
managing member 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
Subject 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 the power
to dispose or direct the disposition of) the Subject 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 (and the shared power to dispose or direct the disposition
of) of the Subject Shares. None of DESCO LP,
DESCO LLC, DESCO, Inc., or DESCO II, Inc. owns any shares 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 Subject Shares owned by Laminar constituting
approximately 9.7% of the outstanding shares of Common Stock and, therefore,
David E. Shaw may be deemed to be the beneficial owner of such 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 owned by Laminar.
(c) The trading dates, number of shares of Common Stock purchased or
sold and the price per share for all transactions by Laminar in the shares of
Common Stock within the last 60 days, which were all brokered transactions, are
set forth below:
Date Purchase/Sale Price/Unit
---- ------------- ----------
3/10/2004 (5,000) $ 7.44
3/12/2004 (11,600) $ 7.11
3/15/2004 (8,400) $ 7.05
3/30/2004 98,000 $ 8.00
4/02/2004 33,800 $ 8.00
4/05/2004 243,200 $10.00
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.
(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 Common Stock owned by Laminar.
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 Powers of Attorney, granted by David E. Shaw in favor of the
signatories hereto, among others, each dated February 24,
2004.
Exhibit 2 Joint Filing Agreement, by and among the Reporting Persons,
dated April 15, 2004.
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 statement is true, complete and
correct. Powers of Attorney, each dated February 24, 2004, granted by David E.
Shaw in favor of the signatories hereto, among others, are attached hereto as
Exhibit 1 and incorporated herein by reference.
Dated: April 15, 2004
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
By: D. E. SHAW & CO., L.L.C.,
as managing member
By: /s/ Stuart Steckler
-----------------------------------------
Name: Stuart Steckler
Title: Managing Director
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
-----------------------------------------
Name: Stuart Steckler
Title: Managing Director
D. E. SHAW & CO., L.L.C.
By: /s/ Stuart Steckler
-----------------------------------------
Name: Stuart Steckler
Title: Managing Director
DAVID E. SHAW
By: /s/ Stuart Steckler
-----------------------------------------
Name: Stuart Steckler
Title: Attorney-in-Fact for David E. Shaw