-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DSgpiglc7gtdAzGF3TaXdUuCETAT/UQOfuFkJUl/HnYg6tpyrmAZvd4ulU4v1jBR MeGaMkDGsRPAxrk9vkqE6g== 0000923878-98-000010.txt : 19980430 0000923878-98-000010.hdr.sgml : 19980430 ACCESSION NUMBER: 0000923878-98-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980428 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50785 FILM NUMBER: 98602117 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON ALLEN E CENTRAL INDEX KEY: 0000923878 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FULL HOUSE RESORTS INC STREET 2: 12555 HIGH BLUFF DR STE 380 CITY: SAN DIEGO STATE: CA ZIP: 92130 MAIL ADDRESS: STREET 1: DEL MAR COUNTRY CLUB STREET 2: 6001 CLUBHOUSE DRIVE CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 RIVIERA HOLDINGS CORPORATION (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 769627100 (CUSIP Number) Mr. Allen E. Paulson Del Mar Country Club 6001 Clubhouse Drive Rancho Santa Fe, California 92067 (619) 759-5990 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: Willie R. Barnes, Esq. Musick, Peeler & Garrett llp One Wilshire Boulevard Suite 2000 Los Angeles, California 90017 (213) 629-7796 April 6, 1998 (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(b)(3) or (4), check the following: Check the following box if a fee paid with this Statement: CUSIP No. 769627100 13D Page 2 of 4 pages (1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Allen E. Paulson (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) Not applicable (a) (3) SEC USE ONLY (4) SOURCE OF FUNDS Not Applicable (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable (6) CITIZENSHIP OR PLACE OF ORGANIZATION Unites States of America :(7) SOLE VOTING POWER : : 463,655 : NUMBER OF SHARES BENEFICIALLY :(8) SHARED VOTING OWNED BY EACH REPORTING : PERSONS WITH : (0) : :(9) SOLE DISPOSITIVE : : 463,655 : :(10) SHARED DISPOSITIVE : : 0 (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 463,655 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.4% (14) TYPE OF REPORTING PERSON IN CUSIP No. 769627100 13D Page 3 of 4 pages RIVIERA HOLDINGS CORPORATION SCHEDULE 13D This Amendment No. 5 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") dated May 7, 1997, relating to the shares of commons stock (the "Common Stock"), par value $.001 per share, of Riviera Holdings Corporation, a Nevada corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D. The information set forth in the Exhibits hereto is hereby expressly incorporated herein by reference and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such exhibits. ITEM 4. PURPOSE OF TRANSACTION Item 4 is amended and supplemented as follows: On February 5, 1998, shareholders of Riviera Holdings Corporations (the "Company") voted affirmatively to approve the Agreement and Plan of Merger dated as of September 15, 1997 (the "Merger Agreement") pursuant to which Riviera Acquisition Sub, Inc. ("RAS") a Nevada corporation and a wholly owned subsidiary of R&E Gaming Corp. ("Gaming") would be merged with and into the Company. In addition to shareholder approval, consummation of the merger is subject to a number of conditions, including, but not limited to the receipt of regulatory approvals, including all necessary gaming approvals, and compliance with specified conditions contained in the Merger Agreement and the Option and Voting Agreement dated as of September 15, 1997 by and among Morgens, Waterfall, Vintiadis & Company, Inc., Keyport Life Insurance Company and SunAmerica Life Insurance Company. On March 20, 1998, the Reporting Party advised the Company that the Merger Agreement is void and unenforceable against Gaming and RAS, or alternatively, of their intention to terminate the Merger Agreement pursuant to Section 6.1(d) thereof. In this connection, Gaming and RAS have demanded repayment of all monies and Letters of Credit delivered by Gaming and/or RAS in connection with the Merger Agreement and the transactions contemplated thereby. On April 2, 1998, the Reporting Party advised the Company that the Merger Agreement is terminated pursuant to Section 6.1(c) of the Merger Agreement. In this connection, Gaming and RAS have demanded repayment of all monies and Letters of Credit delivered by Gaming and/or RAS in connection with the Merger Agreement and the transactions contemplated thereby. CUSIP No. 769627100 13D Page 4 of 4 pages On April 2, 1998, the Company advised the Reporting Party that the Company was terminating the Merger Agreement pursuant to Sections 6.1(e) and 6.1(c) of the Merger Agreement. In connection therewith, the Company demanded that State Street Bank & Trust Company of California, N.A. (the "Escrow Agent") cash the Letter of Credit held in escrow and pay such funds plus all interest funds held in escrow (collectively the "Escrow Consideration") to the Company. Gaming has filed a certificate with the Escrow Agent contesting the Company's demand for payment of the Escrow Consideration, and has made a demand that the Escrow Consideration be returned to Gaming. On April 6, 1998, the Reporting Party advised the Company that the Merger Agreement is terminated pursuant to Section 6.1(d) of the Merger Agreement. In this connection, Gaming and RAS have demanded repayment of all monies and Letters of Credit delivered by Gaming and/or RAS in connection with the Merger Agreement and the transactions contemplated thereby. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 21, 1998 /s/ Signature Allen E. Paulson -----END PRIVACY-ENHANCED MESSAGE-----