-----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, GvzlVzaKqcBZ36XxZT94WTFxSnFFlf03pZy4rcrhd27ULQjv562HZCeC94NjMRQx ynw8W57fgrUEfR0NUNTvBA== 0000950123-06-004461.txt : 20060411 0000950123-06-004461.hdr.sgml : 20060411 20060410191445 ACCESSION NUMBER: 0000950123-06-004461 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060411 DATE AS OF CHANGE: 20060410 GROUP MEMBERS: D.E. SHAW & CO., L.L.C. GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: D.E. SHAW VALENCE PORTFOLIOS, L.L.C. GROUP MEMBERS: DAVID E. SHAW 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-50785 FILM NUMBER: 06751988 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: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 y19660sc13d.txt SCHEDULE 13D --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...........14.5 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Riviera Holdings Corporation --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share --------------------------------------------------------------------- (Title of Class of Securities) 769627 10 0 --------------------------------------------------------------------- (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 10, 2006 --------------------------------------------------------------------- (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: [X] 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. 769627 10 0 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw Laminar Portfolios, L.L.C. FEIN 01-0577802 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,194,500 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,194,500 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,194,500 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - --------------------- ------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- 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) [X] - -------------------------------------------------------------------------------- 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 1,219,700 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,219,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,219,900 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN - -------------------------------------------------------------------------------- - --------------------- -------------------- CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- 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) [X] - -------------------------------------------------------------------------------- 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 1,194,500 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,194,500 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,194,500 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.59% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - --------------------- ------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw Valence Portfolios, L.L.C. FEIN 13-4046559 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 25,200 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 25,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,200 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - --------------------- ------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- 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) [x] - -------------------------------------------------------------------------------- 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 1,219,700 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,219,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,219,900 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.80% - -------------------------------------------------------------------------------- 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 "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 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 (David E. Shaw, together with Laminar, DESCO LP, DESCO LLC and Valence, 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 3 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. The principal business of Valence is that of a limited liability company focusing primarily on equity- and equity-linked-securities related investment strategies. Neither Laminar nor Valence has any executive officers or directors. The principal business of DESCO LP is to act as an investment adviser to certain funds, including, without limitation, Laminar and Valence. DESCO LP is also the managing member of Valence and D. E. Shaw Investment Management, L.L.C. ("DESIM LLC"). 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 1,194,500 shares of Common Stock owned by Laminar prior to April 10, 2006, Laminar expended approximately $18,568,417 (excluding commissions) of its working capital. In acquiring 25,200 shares of Common Stock owned by Valence prior to April 10, 2006, Valence expended approximately $554,630 (excluding commissions) of its working capital. On March 24, 2006, Laminar filed a Schedule 13G pursuant to Rule 13d-1 under the Exchange Act relating to 983,200 shares of Common Stock. ITEM 4. PURPOSE OF TRANSACTION Laminar and Valence each purchased the shares of Common Stock for the purpose of investing in the Issuer. Laminar and Valence each will review their investment in the shares of Common Stock from time to time and subject to applicable law and regulation 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, either Laminar or Valence or both Laminar and Valence may determine to: - acquire through open market purchases or otherwise additional shares of Common Stock; or - sell shares of Common Stock through the open market or otherwise. Such transactions may take place at any time without prior notice. There can be no assurance, however, that any Reporting Persons will take any such action. As part of Laminar's and Valence's ongoing review of their respective investment in Common Stock of the Issuer, Laminar or Valence or both Laminar and Valence will from time to time hold talks or discussions with and respond to 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. Without limiting the generality of the foregoing, Laminar has sent to William Westerman, Chairman of the Board, CEO and President of the Issuer, dated April 7, 2006, on behalf of itself and certain of its affiliates, a letter (the "Issuer Letter") concerning the proposed merger of the Issuer with the private investment group Riv Acquisition Holdings Inc., owned by Flag Luxury Riv, LLC, High Desert Gaming, LLC, and Rivacq LLC, pursuant to which Riv Acquisition Holdings Inc. will purchase all of the shares of Common Stock of the Issuer for $17.00 per share in cash (the "Acquisition Transaction"). Laminar believes that the $17.00 per share of Common Stock offered by Riv Acquisition Holdings Inc. is significantly below the price that could have been obtained by the Issuer. Given purchase prices of recent sales of similar assets, Laminar believes that the Board of Directors and management of the Issuer should consider and pursue alternative transactions and alternative acquirors for a sale or merger of the Issuer in order to maximize the value for all shareholders. Laminar currently intends to continue to press this point with the Board of Directors and management of the Issuer. Laminar intends to vote against the Acquisition Transaction and may pursue any other available actions with respect to the Acquisition Transaction under the currently proposed terms, including, without limitation, seeking dissenters' rights for such shares under Nevada Corporation Law. The Reporting Persons have attached as Exhibit 4 to this Schedule 13D the Issuer Letter. 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, 2005, there were 12,451,755 shares of Common Stock outstanding as of March 1, 2006. Based on the foregoing, the 1,194,500 shares of Common Stock beneficially owned by Laminar (the "Laminar Shares") represent approximately 9.59% of the shares of Common Stock issued and outstanding, the 25,200 shares of Common Stock beneficially owned by Valence (the "Valence Shares") represent approximately 0.20% of the shares of Common Stock issued and outstanding, and the 1,219,900 shares of Common Stock beneficially owned by DESCO LP (the "Subject Shares") represent approximately 9.80% of the shares of Common Stock issued and outstanding. The Subject Shares are comprised of (i) 1,194,500 shares of Common Stock in the name of Laminar, (ii) 25,200 shares of Common Stock in the name of Valence and (iii) 200 shares of Common Stock under the management of DESIM LLC (the "DESIM Shares"). Laminar will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Laminar Shares. Valence will have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Valence Shares. DESIM LLC will have the power to dispose or direct the disposition of (but not the power to vote or to direct the vote of) the DESIM Shares. Laminar disclaims beneficial ownership of the shares beneficially owned by Valence and DESIM LLC; Valence disclaims beneficial ownership of the shares beneficially owned by Laminar and DESIM LLC; and DESIM LLC disclaims beneficial ownership of the shares beneficially owned by Laminar and Valence. DESCO LP as Laminar's investment adviser and DESCO LLC as Laminar's managing member 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 Laminar Shares. DESCO LP as investment adviser and managing member of Valence and managing member of DESIM LLC 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 Valence Shares and to have the shared power to dispose or direct the disposition of the DESIM 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 of (and the shared power to dispose or direct the disposition of) the Laminar 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 power to dispose or direct the disposition of) the Laminar Shares and the Valence Shares and the shared power to dispose or direct the disposition of the DESIM Shares. None of DESCO LP, DESCO LLC, DESCO, Inc., or DESCO II, Inc., owns any shares of Common Stock 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 Laminar Shares and the Valence Shares and the shared power to dispose or direct the disposition of the DESIM Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject 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. (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions by the Reporting Persons in the shares of Common Stock within the last 60 days, which were all brokered transactions, are set forth below:
NAME DATE NO. OF SHARES PRICE PER SHARE PURCHASED/(SOLD) Laminar 02/24/06 33,100 $ 15.68 Laminar 02/27/06 130,300 $ 15.79 Laminar 02/28/06 (4,000) $ 15.89 Laminar 02/28/06 257,000 $ 15.80 Laminar 03/09/06 (7,100) $ 14.28 Laminar 03/14/06 30,000 $ 13.90 Laminar 03/15/06 55,200 $ 14.95 Laminar 03/16/06 2,100 $ 14.85 Laminar 03/17/06 7,600 $ 14.99 Laminar 03/20/06 12,900 $ 14.94 Laminar 03/20/06 270,000 $ 15.09 Laminar 03/22/06 1,200 $ 15.02 Laminar 03/22/06 7,500 $ 15.03 Laminar 03/23/06 50,000 $ 16.50
NAME DATE NO. OF SHARES PRICE PER SHARE PURCHASED/(SOLD) Laminar 03/31/06 228,000 $ 16.90 Laminar 03/31/06 (50,000) $ 16.95 Valence 03/13/06 (1,700) $ 14.17 Valence 03/13/06 (300) $ 14.16 Valence 03/13/06 (200) $ 14.18 Valence 03/14/06 (500) $ 13.81 Valence 03/14/06 (500) $ 14.10 Valence 03/14/06 (800) $ 13.91 Valence 03/14/06 (300) $ 13.85 Valence 03/14/06 (300) $ 13.90 Valence 03/14/06 (300) $ 13.93 Valence 03/14/06 (200) $ 14.10 Valence 03/14/06 (100) $ 13.87 Valence 03/15/06 (500) $ 14.94 Valence 03/15/06 (800) $ 15.06
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 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, 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 Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated February 24, 2004. Exhibit 2 Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated February 24, 2004. Exhibit 3 Joint Filing Agreement, by and among the Reporting Persons, dated April 10, 2006. Exhibit 4 Letter from Laminar on behalf of itself and certain of its affiliates to William Westerman, Chairman of the Board, CEO and President of the Issuer, dated April 7, 2006. 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, dated February 24, 2004, granted by David E. Shaw in favor of Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler and Eric Wepsic are attached hereto as Exhibit 1 and Exhibit 2 and incorporated herein by reference. Dated: April 10, 2006 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. BY: D. E. SHAW & CO., L.L.C., as managing member By: /s/ Eric Wepsic ------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.P. By: /s/ Eric Wepsic ---------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.L.C. By: /s/ Eric Wepsic ---------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.P., as managing member By: /s/ Eric Wepsic ------------------------------------- Name: Eric Wepsic Title: Managing Director DAVID E. SHAW By: /s/ Eric Wepsic ---------------------------------------- Name: Eric Wepsic Title: Attorney-in-Fact for David E.Shaw EX-99.1 2 y19660exv99w1.txt POWER OF ATTORNEY Exhibit 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P., and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York EX-99.2 3 y19660exv99w2.txt POWER OF ATTORNEY Exhibit 2 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L. L. C., which in turn may be acting for itself or as the managing member of other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc. /s/David E. Shaw New York, New York EX-99.3 4 y19660exv99w3.txt JOINT FILING AGREEMENT Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share of Riviera Holdings Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 10th day of April, 2006. D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.L.C., as managing member By: /s/ Eric Wepsic ----------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.P. By: /s/ Eric Wepsic ----------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.L.C. By: /s/ Eric Wepsic ----------------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.P., as managing member By: /s/ Eric Wepsic ------------------------------------- Name: Eric Wepsic Title: Managing Director DAVID E. SHAW By: /s/ Eric Wepsic ----------------------------------------- Name: Eric Wepsic Title: Attorney-in-Fact for David E. Shaw EX-99.4 5 y19660exv99w4.txt LETTER FROM LAMINAR Exhibit 4 [Letterhead of D. E. Shaw & Co., L.P.] April 7, 2006 Mr. William Westerman Chairman of the Board, CEO and President Riviera Holdings Corporation 2901 Las Vegas Boulevard South Las Vegas, NV 89109 Dear Bill: D. E. Shaw Laminar Portfolios, L. L. C. and certain of its affiliates (collectively, "Laminar") hold 1,219,700 shares of Riviera Holdings Corporation (the "Company"), which we believe makes Laminar the Company's largest shareholder. As you know, Laminar is not a newcomer to the situation and we, in our capacity as Laminar's investment adviser, have long been happy with you and your team's prudent and capable management of the Company's properties. It is this record of careful stewardship on behalf of your shareholders which magnifies our disappointment in the Board's decision to enter into a merger at $17 per share. It is indeed a fact that the $17 per share price on the Company represents a premium over where the Company's stock traded prior to mid-2005, but it is hard to see the relevance of this fact given the valuation of land on the Las Vegas Strip implied by recent market activity. Based on today's, as opposed to historical, markets, it is our opinion that the $17 per share price substantially undervalues the Company's assets - especially its land on the Las Vegas Strip. If one values the Company's casino in Black Hawk, Colorado at $138.3 million (which represents 8 times trailing EBITDA of $17.3 million) and takes into account the $20.6 million of cash on the Company's balance sheet, the $426.5 million bid for the Company puts a price on the Company's 26 acres of land on the Las Vegas strip of $267.3 million, or $10.3 million per acre. As I'm sure you know, recent land transactions on the Strip have valued land significantly higher. One need only look down the street to the land on which the Tropicana sits for an example. Ameristar's $42-per share bid for Aztar, Tropicana's parent, implies an enterprise value of $2.142 billion for Aztar. If one values Aztar's four non-Las Vegas casinos at 8 times trailing EBITDA of $184.5 million (including $10 million for corporate overhead which is 50% of last year's total), or $1.476 billion, the implied price on Aztar's 34 acres of land on the Las Vegas Strip is $666 million, or roughly $19.6 million per acre. Using the metrics above, a $19.6 million per acre price on Riviera's land would value the parcel at $509.3 million and imply a stock price north of $36 per share. We would be willing to concede that land on the south end of the Strip could trade at a premium to land at the north end, but a 90% premium seems, to put it mildly, a bit of a stretch. We are fortunate, of course, that the Company is not merely a piece of land, but rather two casinos which have been managed exceptionally well over the years. Given the rapidly dwindling number of large developable parcels on the Strip and the continuing development at the north end of the Strip (Boyd's new Echelon development comes to mind), as long-term investors we are happy for the Company to hang on to its piece of land until an offer comes along which properly reflects its value. While we wait, we know that the Company's management team will continue to do their usual top-notch work. Accordingly, we intend to vote Laminar's shares against the proposed deal at $17 per share. We would do the same with respect to any other transaction which we feel drastically undervalues the Company's assets. Please don't hesitate to contact me if you would like to chat further. Best regards, /s/ Marc Sole Marc Sole Senior Vice President D. E. Shaw & Co., L.P., as Investment Adviser of Laminar Cc: Jeffrey Silver, Esq. General Paul Harvey Mr. Vincent DiVito Mr. James Land, Jr. -----END PRIVACY-ENHANCED MESSAGE-----