X0202 4 2006-12-12 1 0000899647 RIVIERA HOLDINGS CORP RIV 0001263972 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 0 1 See Footnotes 1,2,3,4,5, and 6 0001009268 D. E. SHAW & CO, L.P. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 0 1 See Footnotes 1,2,3,4,5, and 6 0001277502 D. E. SHAW & CO, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 0 1 See Footnotes 1,2,3,4,5, and 6 0001294704 D. E. Shaw Valence Portfolios, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 0 1 See Footnotes 1,2,3,4,5, and 6 0001023870 SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 0 0 0 1 See Footnotes 1,2,3,4,5, and 6 Common Stock 2006-12-12 4 J 0 400 A 1220300 D Common Stock 2006-12-12 4 S 0 400 22.635 D 1219900 D Common Stock 2006-12-12 4 S 0 300 22.57 D 1219600 D Common Stock 2006-12-12 4 S 0 200 22.605 D 1219400 D Common Stock 2006-12-12 4 J 0 0 0 D 1219400 D On November 10, 2006, certain Reporting Persons and/or one or more affiliates of the Reporting Persons reached an understanding with Ian Bruce Eichner to make a joint bid to acquire all of the outstanding shares of Common Stock not currently owned by the Reporting Persons or Ian Bruce Eichner. In accordance with this understanding, a letter was sent to the board of directors of the Issuer proposing to acquire by merger all of the outstanding shares of Common Stock not owned by the Reporting Persons or Ian Bruce Eichner (the "Proposal Letter") for $21 per share in cash. Solely as a result of this understanding and the Proposal Letter, the Reporting Persons and Ian Bruce Eichner may have been deemed to be a group for the reporting purposes of Form 3. On November 14, 2006, the Reporting Persons filed a Form 3 reporting the number of shares beneficially owned by them. On December 12, 2006, the Reporting Persons and Ian Bruce Eichner withdrew their acquisition proposal contemplated by the Proposal Letter and terminated all other activities permitted by the waiver and approval that the board of directors of the Issuer had granted in connection therewith. Since the Reporting Persons and Ian Bruce Eichner may no longer be deemed to be a group for the reporting purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"), and the aggregate amount of shares of Common Stock deemed to be beneficially owned by the Reporting Persons represents 9.8% of the outstanding shares of Common Stock, the Reporting Persons are no longer subject to Section 16 of the Act. The shares of Common Stock reported in Table I of this Form 4 are held by Reporting Persons as follows: (i) D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") holds 1,194,500 shares of Common Stock and (ii) D. E. Shaw Valence Portfolios, L.L.C. ("Valence") holds 24,900 shares of Common Stock. D. E. Shaw & Co., L.P. ("DESCO LP") (as investment adviser to Laminar, as managing member of and investment adviser to Valence, and as managing member of D. E. Shaw Investment Management, L.L.C. ("DESIM")), D. E. Shaw & Co., L.L.C. ("DESCO LLC") (as managing member of Laminar), and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC), may be deemed to be the beneficial owners of the Common Stock of the Issuer held, or that were held, by Laminar, Valence, and DESIM for purposes of Rule 16a-1(a) of the Act. In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by David E. Shaw, DESCO LP, or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. DESIM assumed management of a new account which contained 400 shares of Common Stock. D. E. SHAW LAMINAR PORTFOLIOS, L. L. C. By: D. E. Shaw & Co., L. L. C. as managing member Name: Julius Gaudio Title: Managing Director 2006-12-14 D. E. SHAW & CO., L.P. Name: Julius Gaudio Title: Managing Director 2006-12-14 D. E. SHAW & CO., L.L.C Name: Julius Gaudio Title: Managing Director 2006-12-14 D. E. SHAW VALENCE PORTFOLIOS, L.L.C. By: D. E. Shaw & Co., L.P., as managing member Name: Julius Gaudio Title: Managing Director 2006-12-14 DAVID E. SHAW Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw 2006-12-14