-----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, AuzVHIrIykTSeIcq+438qt9MqMHhOKaZphNeUmtpX1ilmy2wqYCcgJ/oNPor/znX T+s2PSYk2XGmDGyKwadNQA== 0001144204-06-046509.txt : 20061113 0001144204-06-046509.hdr.sgml : 20061110 20061113073958 ACCESSION NUMBER: 0001144204-06-046509 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 GROUP MEMBERS: D.E. SHAW & CO., L.L.C. GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. GROUP MEMBERS: D.E. SHAW VALENCE PORTFOLIOS, L.L.C. GROUP MEMBERS: DAVID E. SHAW GROUP MEMBERS: IAN BRUCE EICHNER 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: 1934 Act SEC FILE NUMBER: 005-50785 FILM NUMBER: 061205184 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: D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC DATE OF NAME CHANGE: 20030916 SC 13D/A 1 v057235_sc13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* 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: Stephen M. Kotran, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 212-558-4000 November 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 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 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 - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,194,500 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -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) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - ------------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 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 - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,219,700 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -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) 9.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN - -------------------------------------------------------------------------------- - ------------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 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 - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,194,500 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -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) 9.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - ------------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 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 - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 25,200 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -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) 0.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - ------------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 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 Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH -0- REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 1,219,700 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -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) 9.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - ------------------------ CUSIP NO. 769627 10 0 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ian Bruce Eichner - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada, United States - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 600,000 REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER -0- - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 600,000 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Item 1. SECURITY AND THE ISSUER This Amendment No. 1 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"), 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 Laminar, DESCO LP, DESCO LLC, Valence, David E. Shaw, and Ian Bruce Eichner, a citizen of the United States of America (Ian Bruce Eichner, together with Laminar, DESCO LP, DESCO LLC, Valence and David E. Shaw, collectively, the "Reporting Persons"). On November 10, 2006, the Reporting Persons entered into an agreement amending and restating the Joint Filing Agreement dated as of April 10, 2006 (the "Amended and Restated Joint Filing Agreement") to, among other things, include Ian Bruce Eichner as joint filer. The foregoing and subsequent references to, and descriptions of, the Amended and Restated Joint Filing Agreement are qualified in their entirety by reference to the Amended and Restated Joint Filing Agreement, the terms of which are attached hereto as Exhibit 1 and incorporated by reference herein. (b) The business address and principal office, as applicable, of all Reporting Persons, except for Ian Bruce Eichner, is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York, NY 10036. The business address and principal office of Ian Bruce Eichner is 101 Convention Drive, Suite 100, Las Vegas, NV 89101. (c) The principal business of Laminar is that of a limited liability company focusing primarily on credit opportunities 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. Ian Bruce Eichner is the chief executive officer of the Cosmopolitan Resort and Casino. (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. 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. With respect to the financing of potential future transactions in Common Stock, including these described in Item 4, the Reporting Persons intend to use loans, credit lines and funds borrowed pursuant to commitment letters from financial institutions. Item 4. PURPOSE OF TRANSACTION Certain Reporting Persons and/or one or more affiliates of the Reporting Persons have 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 Reporting Persons and/or one or more affiliates of the Reporting Persons 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. Such 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 Reporting Persons and/or one or more affiliates of the Reporting Persons reached an understanding to make a joint bid to acquire all of the outstanding Common Stock not currently owned by the Reporting Persons. Certain Reporting Persons and/or one or more affiliates of the Reporting Persons have noted that, while they might enter into joint bidding arrangements with other persons, they currently have no such agreements with any other persons. 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 Reporting Persons and/or one or more affiliates of the Reporting Persons, to acquire by merger all of the outstanding shares of Common Stock not owned by the Reporting Persons (the "Proposal Letter") for $21 per share in cash. In connection with this offer, certain of the Reporting Persons and/or one or more affiliates of the Reporting Persons are still considering the appropriate deal structure and other related matters. Concurrently with the delivery of the Proposal Letter, certain Reporting Persons and/or one or more affiliates of the Reporting Persons and the Issuer entered into an exclusivity agreement (the "Exclusivity Agreement") which provides for an exclusivity period during which the parties thereto have agreed to negotiate in good faith the terms of a definitive acquisition agreement and all necessary ancillary agreements with respect to such acquisition agreement. The Proposal Letter and the Exclusivity Agreement are attached hereto as Exhibits 2 and 3, respectively, and are incorporated by reference herein. 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 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 1,194,500 shares of Common Stock beneficially owned by Laminar (the "Laminar Shares") represent approximately 9.6% 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 0.2% of the shares of Common Stock issued and outstanding, and the 1,219,900 shares of Common Stock beneficially owned by DESCO LP (the "DESCO Shares") represent approximately 9.8% of the shares of Common Stock issued and outstanding. The DESCO 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"). The 600,000 shares of Common Stock beneficially owned by Ian Bruce Eichner (the "Eichner Shares") represent approximately 4.8% of the shares of Common Stock issued and outstanding. The 1,819,900 shares of Common Stock beneficially owned by the Reporting Persons (the "Subject Shares") are comprised of the 1,219,900 DESCO Shares and the 600,000 shares in the name of Ian Bruce Eichner and represent approximately 14.6% of the shares of Common Stock issued and outstanding. 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. 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 Eichner Shares. Laminar disclaims beneficial ownership of the shares beneficially owned by Valence, DESIM LLC, and Ian Bruce Eichner; Valence disclaims beneficial ownership of the shares beneficially owned by Laminar, DESIM LLC, and Ian Bruce Eichner; DESIM LLC disclaims beneficial ownership of the shares beneficially owned by Laminar, Valence, and Ian Bruce Eichner; and Ian Bruce Eichner disclaims beneficial ownership of the shares beneficially owned by Laminar, Valence, and DESIM LLC. 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) Within the last 60 days, no 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 Amended and Restated Joint Filing Agreement, dated November 10, 2006, between Laminar, DESCO LP, DESCO LLC, Valence, David E. Shaw, and Ian Bruce Eichner. Exhibit 2 Letter to the Board of Directors of Riviera Holdings Corporation, dated November 10, 2006. Exhibit 3 Exclusivity Agreement among D. E. Shaw AQ-SP Series 4-08, L.L.C., Ian Bruce Eichner, and Riviera Holdings Corporation, dated November 13, 2006. Exhibit 4 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 5 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. 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 Amendment 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 as Exhibit 5 and Exhibit 6 to this Amendment. Dated: November 13, 2006 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.L.C. as managing member By: /s/ Anne Dinning ----------------------------------------- Name: Anne Dinning Title: Managing Director D. E. SHAW & CO., L. P. By: /s/ Anne Dinning -------------------------------------------- Name: Anne Dinning Title: Managing Director D. E. SHAW & CO., L.L.C. By: /s/ Anne Dinning -------------------------------------------- Name: Anne Dinning Title: Managing Director D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Anne Dinning ----------------------------------------- Name: Anne Dinning Title: Managing Director DAVID E. SHAW By: /s/ Anne Dinning -------------------------------------------- Name: Anne Dinning Title: Attorney-in-Fact for David E. Shaw /s/ Ian Bruce Eichner -------------------------------------------------- IAN BRUCE EICHNER EXHIBIT INDEX Exhibit Description ------- ----------- 1. Amended and Restated Joint Filing Agreement, dated November 10, 2006, between Laminar, DESCO LP, DESCO LLC, Valence, David E. Shaw, and Ian Bruce Eichner. 2. Letter to the Board of Directors of Riviera Holdings Corporation, dated November 10, 2006. 3. Exclusivity Agreement among D. E. Shaw AQ-SP Series 4-08, L.L.C., Ian Bruce Eichner, and Riviera Holdings Corporation, dated November 13, 2006. 4. 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. 5. 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. EX-1 2 v057235_ex1.txt EXHIBIT 1 AMENDED AND RESTATED 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 November, 2006. D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.L.C. as managing member By: /s/ Anne Dinning ------------------------------------------ Name: Anne Dinning Title: Managing Director D. E. SHAW & CO., L.P. By: /s/ Anne Dinning ---------------------------------------------- Name: Anne Dinning Title: Managing Director D. E. SHAW & CO., L.L.C. By: /s/ Anne Dinning ---------------------------------------------- Name: Anne Dinning Title: Managing Director D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Anne Dinning ------------------------------------------ Name: Anne Dinning Title: Managing Director DAVID E. SHAW By: /s/ Anne Dinning ---------------------------------------------- Name: Anne Dinning Title: Attorney-in-Fact for David E. Shaw /s/ Ian Bruce Eichner -------------------------------------------------- IAN BRUCE EICHNER EX-2 3 v057235_ex2.txt EXHIBIT 2 November 10, 2006 Board of Directors of Riviera Holdings Corporation 2901 Las Vegas Blvd. South Las Vegas, NV 89109 Gentlemen: The D. E. Shaw group and Ian Bruce Eichner (collectively, the "Bidders"), on behalf of an entity to be formed by them, are pleased to propose to acquire by merger, for a purchase price of $21 in cash per share, all of the outstanding shares of common stock of Riviera Holdings Corporation (the "Company") other than the shares currently held by the Bidders and/or their affiliates. The proposed purchase price is a full and fair price for the Company's common stock, providing an attractive opportunity for its stockholders to maximize the value of their investment in the Company, and represents a 45.5% premium over the closing price of the Company's shares on December 27, 2005, the filing date of the Schedule 13D announcing the option agreement that was entered into in connection with the stock purchase agreement among William Westerman, The William L. Westerman 2004 Revocable Family Trust and Flag Luxury Riv, LLC, Rivacq LLC and High Desert Gaming LLC, and a premium of 23.5% over the $17 in cash per share merger price contained in the Company's prior merger agreement. We believe that such a transaction would be in the best interests of the Company and its stockholders and that the Company's stockholders will find such a transaction compelling. We plan to finance the cash requirements of the transaction through a combination of equity financing and debt financing. We have spoken to several financial institutions about arrangements regarding such debt financing, and we are confident that we will have all necessary documentation relating to such debt financing by the time we would be in a position to execute the transaction documents with the Company. We would welcome the opportunity to discuss our proposal with the Board of Directors and its advisors as soon as possible. Our proposal is conditioned upon satisfactory completion of due diligence, negotiation of definitive transaction documents, and receipt of necessary board, stockholder, third party and regulatory approvals. We are ready to move quickly to negotiate and finalize definitive transaction documents, and we and our advisors look forward to working with the Board of Directors and its advisors to complete a mutually acceptable transaction. We are enclosing a draft of the Schedule 13D amendment that is proposed to be filed on behalf of the Bidders immediately following the delivery of this proposal, as well as a draft of an exclusivity agreement the Bidders would propose to enter into with the Company. This letter does not constitute and will not give rise to any legally binding obligation on the part of any member of the D. E. Shaw group, Ian Bruce Eichner, and/or any of their respective affiliates. Moreover, except as expressly provided in any binding written agreement one or more members of the D. E. Shaw group, Ian Bruce Eichner, and/or their respective affiliates may enter into in the future with the Company, no past, present, or future action, course of conduct, or failure to act relating to the transaction and/or proposal referred to in this letter or relating to the negotiation of the terms of such transaction and/or proposal will give rise to or serve as the basis for any obligation or other liability on the part of such entities or persons or any of their respective affiliates. We look forward to hearing from you regarding our proposal. Very truly yours, /s/ George Rizk ------------------------------------------------ GEORGE RIZK Head of Real Estate Investments /s/ Ian Bruce Eichner ------------------------------------------------ IAN BRUCE EICHNER EX-3 4 v057235_ex3.txt EXHIBIT 3 EXECUTION COPY November 13, 2006 Board of Directors of Riviera Holdings Corporation 2901 Las Vegas Blvd. South Las Vegas, NV 89109 Gentlemen: In connection with a potential transaction involving the acquisition by merger of the outstanding shares of common stock of Riviera Holdings Corporation (the "Company") by an entity to be formed by (a) D. E. Shaw AQ-SP Series 4-08, L.L.C. and/or one or more of its affiliates (collectively, "DESCO") and (b) Ian Bruce Eichner (DESCO and Ian Bruce Eichner, collectively, "the Bidders," and the potential transaction discussed between the Company and the Bidders, the "Potential Transaction"), and to induce the Bidders to conduct their due diligence investigation of the Company and to induce each of the Bidders and the Company to pursue their respective interests in the Potential Transaction, the Company and the Bidders have agreed as follows: (a) During the period beginning on the date of this letter agreement and continuing until 12:01 a.m. Eastern Time on the 30th day after the execution date of this letter agreement (such 30th day, the "Exclusivity Period End Date" and such period, the "Exclusivity Period"), the Company shall not, and the Company shall cause its Subsidiaries(1) and its and their respective officers, directors, employees, agents, advisors (including financial advisors), affiliates and other representatives (such Persons(2), together with the Subsidiaries of the Company, collectively, the "Company Representatives") not to, (A) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information or providing access to its properties, books, records or personnel) any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be likely to lead to, a Takeover Proposal(3), (B) initiate or participate in any discussions or negotiations regarding a Takeover Proposal or furnish or disclose to any Person (other than the Bidders or their representatives) any information in connection with, or which would reasonably be likely to lead to, any Takeover Proposal, (C) otherwise cooperate with, or knowingly assist or participate in, or knowingly EXECUTION COPY facilitate or encourage any effort or attempt by any Person (other than the Bidders or their representatives) with respect to, or which would reasonably be likely to lead to, a Takeover Proposal, (D) exempt any Person (other than the Bidders) from the restrictions contained in any state takeover or similar laws or any provisions of the Company's governing instruments or otherwise cause such restrictions not to apply, or (E) enter into any term sheet, letter of intent, agreement or other non-binding or binding understanding or arrangement with, or accept or agree to any offer or proposal by or from, any Person other than the Bidders with respect to a Takeover Proposal. - ---------- (1) "Subsidiary" of any Person means another Person, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first Person and/or by one or more of its Subsidiaries. (2) "Person" means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, trust, unincorporated organization, governmental entity or other entity (including any Person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934). (3) "Takeover Proposal" means any proposal or offer from any Person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) (other than the Bidders and any other Person that, at the time of determination, directly or indirectly controls, is controlled by or is under common control with the Bidders) relating to any direct or indirect acquisition or purchase of 30% or more of the consolidated assets of the Company and its Subsidiaries or 30% or more of the Company's common stock then outstanding, any tender offer or exchange offer that if consummated would result in any Person beneficially owning 30% or more of the Company's common stock then outstanding, and any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company, other than the Potential Transaction. EXECUTION COPY (b) Notwithstanding Section (a) above, the Company shall notify the Bidders in writing not later than the Exclusivity Period End Date of any effort, attempt or proposal by any Person (other than the Bidders or their representatives) with respect to, or which would reasonably be likely to lead to, a Takeover Proposal. Such written notification by the Company shall disclose to the Bidders the identity of such Person and the price proposed by such Person. Upon execution of this letter agreement, the Company shall, and shall cause the Company Representatives to, cease and terminate immediately any solicitation efforts, discussions or negotiations with respect to or in furtherance of any Takeover Proposal with any Person other than the Bidders or their representatives. (c) From the date of this letter agreement until the Exclusivity Period End Date, this letter agreement cannot be terminated by the Company or the Bidders, except by the written consent of both the Company and the Bidders. (d) The Company and the Bidders will begin promptly following the date of this letter agreement to negotiate in good faith the terms of a definitive acquisition agreement and all necessary ancillary agreements with respect to the Potential Transaction. (e) The agreements set forth in this letter agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflict of laws provisions thereof, and may be modified or waived only by a separate writing by the Company and the Bidders expressly so modifying or waiving such agreements. In any case of any dispute with respect to this letter agreement, the Company and the Bidders agree (i) to submit to personal jurisdiction in Nevada and (ii) that exclusive jurisdiction and venue shall lie in the courts of the State of Nevada located in Clark County and the Federal courts of the United States of America located in the District of Nevada. (f) This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the parties executing such counterpart, but all of which shall be considered one and the same instrument. (g) DESCO shall be entitled, without obtaining the consent of any other party to this letter agreement, to assign this letter agreement and all of its rights, privileges and obligations under this letter agreement to one or more of its affiliates. EXECUTION COPY Please confirm your agreement to the foregoing by signing the enclosed copy of this letter and returning it to us, whereupon it will become a binding obligation of the Company and the Bidders. Very truly yours, D. E. SHAW AQ-SP SERIES 4-08, L.L.C. By: D. E. Shaw & Co., L.L.C., as manager By: /s/ George Rizk ----------------------------------------- George Rizk Authorized Signatory /s/ Ian Bruce Eichner --------------------------------------------- IAN BRUCE EICHNER Acknowledged and Agreed: RIVIERA HOLDINGS CORPORATION By: /s/ William L. Westerman ------------------------------- Name: William L. Westerman Title: Chairman EX-4 5 v057235_ex4.txt EXHIBIT 4 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-5 6 v057235_ex5.txt EXHIBIT 5 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 -----END PRIVACY-ENHANCED MESSAGE-----