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)
Ian Bruce Eichner
101 Convention Center Drive
Suite 100
Las Vegas, NV 89101
702-650-6418
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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: [_]
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
Ian Bruce Eichner
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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
PF
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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
Nevada, United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 600,000
WITH ---------------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
600,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
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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)
4.8%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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2
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 Ian Bruce Eichner, a
citizen of the United States of America (the "Reporting Person").
(b) The business address and principal office of the Reporting Person is
101 Convention Center Drive, Suite 100, Las Vegas, NV 89101.
(c) Ian Bruce Eichner is the chief executive officer of the Cosmopolitan
Resort and Casino.
(d), (e) During the last five years, the Reporting Person has not 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 600,000 shares of Common Stock owned by Ian Bruce Eichner
prior to August 7, 2006, Ian Bruce Eichner expended approximately $12,600,000
(excluding commissions) of his personal funds.
3
Item 4. PURPOSE OF TRANSACTION
The Reporting Person and one or more affiliates of Laminar, DESCO LP,
DESCO LLC, Valence and David E. Shaw (all of the foregoing and the Reporting
Person 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.
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 Person or Laminar, DESCO LP, DESCO LLC, Valence and David E. Shaw.
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
Reporting Person or Laminar, DESCO LP, DESCO LLC, Valence and David E. Shaw (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 Person on the one hand and
Laminar, DESCO LP, DESCO LLC, Valence and David E. Shaw on the other hand
terminated all other activities permitted by the Waiver and Approval. Therefore,
the Reporting Person on the one hand and Laminar, DESCO LP, DESCO LLC, Valence
and David E. Shaw on the other hand are no longer required to file a joint
statement on Schedule 13D.
4
Except as contemplated in this Item 4, the Reporting Person has no 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 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
600,000 shares of Common Stock beneficially owned by the Reporting Person (the
"Subject Shares") represent approximately 4.8% of the shares of Common Stock
issued and outstanding.
Ian Bruce Eichner will have the power to vote or to direct the vote
of (and the power to dispose or direct the disposition of) the Subject Shares.
As of the date hereof, the Reporting Person owns no shares of Common
Stock other than the Subject Shares.
(c) Within the last 60 days, no transactions in shares of Common Stock
were effected by the Reporting Person.
(d) No person other than the Reporting Person 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, the Reporting Person has no
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
5
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this Amendment is true, complete and correct.
Dated: December 14, 2006
/s/ Ian Bruce Eichner
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IAN BRUCE EICHNER