-----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, NHwiRKGoP595pY8mzAlAfqR4Xpfs5haoIhfzMXCzgqRbAisZiKvWEfFEGEB6ENJw FUOURgK9pCD9r3QZ4D/zJg== 0000914121-06-002667.txt : 20060823 0000914121-06-002667.hdr.sgml : 20060823 20060823160836 ACCESSION NUMBER: 0000914121-06-002667 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060808 FILED AS OF DATE: 20060823 DATE AS OF CHANGE: 20060823 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUHM NEIL CENTRAL INDEX KEY: 0001373161 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051095 BUSINESS ADDRESS: BUSINESS PHONE: (312) 915-2882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ISLE INVESTORS LLC CENTRAL INDEX KEY: 0001092071 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051096 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: LAMB PARTNERS CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: C/O LAMB PARTNERS CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMB LLC CENTRAL INDEX KEY: 0001373163 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051097 BUSINESS ADDRESS: STREET 1: 0223 PLACER LANE STREET 2: PO BOX 2147 CITY: ASPEN STATE: CO ZIP: 81612 BUSINESS PHONE: (312) 915-2882 MAIL ADDRESS: STREET 1: 0223 PLACER LANE STREET 2: PO BOX 2147 CITY: ASPEN STATE: CO ZIP: 81612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMB INVESTORS INC CENTRAL INDEX KEY: 0001373162 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051098 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: (312) 915-2882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVENUE STREET 2: SUITE 1900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: High Desert Gaming, LLC CENTRAL INDEX KEY: 0001373414 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051100 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE., SUITE 1900 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-915-2882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE., SUITE 1900 CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMB PARTNERS CENTRAL INDEX KEY: 0001083030 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051099 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLIN GREGORY A CENTRAL INDEX KEY: 0001083031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 061051101 BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: LAMB PARTNERS CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60611 3 1 p733312-3_hdgex.xml X0202 3 2006-08-08 0 0000899647 RIVIERA HOLDINGS CORP RIV 0001373414 High Desert Gaming, LLC 900 NORTH MICHIGAN AVENUE, SUITE 1900 CHICAGO IL 60611 0 0 1 0 0001083030 LAMB PARTNERS 900 NORTH MICHIGAN AVENUE CHICAGO IL 60611 0 0 1 0 0001373162 LAMB INVESTORS INC 900 NORTH MICHIGAN AVENUE SUITE 1900 CHICAGO IL 60611 0 0 1 0 0001373163 LAMB LLC 0223 PLACER LANE PO BOX 2147 ASPEN CO 81612 0 0 1 0 0001092071 ISLE INVESTORS LLC 900 NORTH MICHIGAN AVENUE C/O LAMB PARTNERS CHICAGO IL 60611 0 0 1 0 0001373161 BLUHM NEIL 900 NORTH MICHIGAN AVENUE SUITE 1900 CHICAGO IL 60611 0 0 1 0 0001083031 CARLIN GREGORY A 900 NORTH MICHIGAN AVENUE SUITE 1900 CHICAGO IL 60611 0 0 1 0 Common Stock 418294 I See footnotes Common Stock 418294 I See footnotes Common Stock 627442 I See footnotes Common Stock 123200 D Common Stock 627441 I See footnote Common Stock 75300 I See footnote This is a joint filing by High Desert Gaming, LLC ("HDG"); LAMB Partners; LAMB, LLC ("LAMB"); LAMB Investors, Inc. ("LAMB Investors"); ISLE Investors, LLC ("ISLE"); Greg Carlin; Neil Bluhm (collectively, the "Reporting Persons"). (continued in footnote 2) (continued from footnote 1) Flag Luxury Riv, LLC ("FLR") directly owns 418,294 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Riviera Holdings Corp., a Nevada corporation. Flag Luxury Properties, LLC ("FLP"), as a member of FLR with a 100% equity interest in FLR, may be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX Flag Associates, LLC ("MJX"), as a member of FLP with an approximate 36% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Flag Leisure Group, LLC ("FLG"), as the managing member of FLP with an approximate 6.4% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 3) (continued from footnote 2) Sillerman Real Estate Ventures, LLC ("SREV"), as a member of FLG with a 50% equity interest in FLG and substantially all of the equity of MJX, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. LMN 134 Family Company LLC ("LMN134"), with an ownership interest in MJX and an ultimate interest of approximately 0.61% in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Robert Sillerman, as the sole member of SREV and President of MJX and with an ultimate interest of approximately 36% in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Paul Kanavos, as President of FLR, FLP, and FLG, and with an ultimate interest of approximately 36.61% in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. RH1 directly owns 418,294 shares of Common Stock. ONIROT, as the sole member of RH1, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Brett Torino, as the sole Trustee of ONIROT , may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Rivacq LLC ("Rivacq") directly owns 627,442 shares of Common Stock. SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"), as the sole member of Rivacq, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of SOF-VII U.S. Hotel Holdings, L.L.C. ("SOF VII") and I-1/I-2 U.S. Holdings, L.L.C. ("Hotel Fund"), as the sole members of SOF Co-Invest, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 6) (continued from footnote 5) Each of Starwood Global Opportunity Fund VII-A L.P., Starwood Global Opportunity Fund VII-B, L.P., Starwood U.S. Opportunity Fund VII-D, L.P., and Starwood U.S. Opportunity Fund VII-D-2, L.P. (the "Opportunity Funds"), as the sole members of SOF VII, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P. (the "Hospitality Funds"), (continued in footnote 7) (continued from footnote 6) as the sole members of the Hotel Fund, may be deemed to have beneficial ownership of the foregoing shares of Common Stock. SOF-VII Management, L.L.C. ("SOF VII Management"), as the general partner of each of the Opportunity Funds, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. SCG Hotel Management, L.L.C. ("Hotel Management"), as the general partner of each of the Hospitality Funds, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Starwood Capital Group Global, L.L.C. ("SCGG"), as the managing member of SOF VII Management and Hotel Management, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Barry S. Sternlicht, as the Chairman and CEO of SCGG and CEO of SOF VII and Hotel Fund, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Barry S. Sternlicht also directly holds 123,200 shares of Common Stock. HDG directly owns 627,441 shares of Common Stock. LAMB Partners, as a member of HDG with an approximate 74% equity interest in HDG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. LAMB Investors, as a partner in LAMB Partners, may also be deemed to have beneficial ownership of the foregoing shares. LAMB, as the managing partner of LAMB Partners and holder of substantially all of the equity of LAMB Investors, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Greg Carlin, as a manager of HDG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Neil Bluhm, as a manager of HDG and as managing member of LAMB, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ISLE directly holds 75,300 shares of Common Stock. Accordingly, Greg Carlin, as the manager of ISLE, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ISLE is the designated filer. The Reporting Persons are filing this joint Form 3 because they may be regarded as a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by the other Reporting Persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons constitute a group. This Form 3 is being filed in conjunction with the following Form 3s filed on an even date herewith by: (i) FLR, FLP, MJX, FLG, SREV, LMN134, Robert Sillerman, and Paul Kanavos ; (ii) RH1, ONIROT and Brett Torino; (iii) Rivacq, SOF Co-Invest, SOF VII, Hotel Fund, the Opportunity Funds, and the Hospitality Funds; and (iv) SOF VII Management, Hotel Management, SCGG, and Barry S. Sternlicht. Exhibits: 99.1 - Joint Filer Information /s/ Greg Carlin (Manager, High Desert Gaming LLC) 2006-08-17 /s/ Neil Bluhm (Managing Member, LAMB Partners/By LAMB, LLC, Its managing partner) 2006-08-17 /s/ Neil Bluhm (Managing Member, LAMB Investors, Inc. /By LAMB, LLC, Its sole owner) 2006-08-17 /s/ Neil Bluhm (Managing Member, LAMB, LLC) 2006-08-17 /s/ Greg Carlin (Manager, ISLE Investors, LLC) 2006-08-17 /s/ Neil Bluhm 2006-08-17 /s/ Greg Carlin 2006-08-17 EX-99.1 2 rh733312-ex99_1.txt JOINT FILER INFORMATION Exhibit 99.1 Joint Filer Information Pursuant to General Instruction 5(b)(v) to Form 3, the following additional reporting persons are covered by this joint filing: Flag Luxury Riv, LLC 650 Madison Avenue New York, NY 10022 Flag Luxury Properties, LLC 650 Madison Avenue New York, NY 10022 MJX Flag Associates, LLC 650 Madison Avenue New York, NY 10022 Flag Leisure Group, LLC 650 Madison Avenue New York, NY 10022 Sillerman Real Estate Ventures, LLC 650 Madison Avenue New York, NY 10022 LMN 134 Family Company LLC 134 E 80th Street New York, NY 10021 Robert Sillerman 650 Madison Avenue New York, NY 10022 Paul Kanavos 650 Madison Avenue New York, NY 10022 RH1, LLC 4445 Wagon Trail Avenue Las Vegas, NV 89118 ONIROT Living Trust dated 06/20/2000 4445 Wagon Trail Avenue Las Vegas, NV 89118 Brett Torino 4445 Wagon Trail Avenue Las Vegas, NV 89118 Rivacq, LLC One World Financial Center New York, NY 10281 SOF U.S. Hotel Co-Invest Holdings, L.L.C. 591 W. Putnam Avenue Greenwich, CT 06830 SOF-VII US Hotel Holdings, L.L.C. 591 W. Putnam Avenue Greenwich, CT 06830 I-1/I-2 U.S. Holdings, L.L.C. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Global Opportunity Fund VII-A, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Global Opportunity Fund VII-B, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Global Opportunity Fund VII-D, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Global Opportunity Fund VII-D-2, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Capital Hospitality Fund I-1, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Capital Hospitality Fund I-2, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 SOF-VII Management, L.L.C. 591 W. Putnam Avenue Greenwich, CT 06830 SCG Hotel Management, L.L.C. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood Capital Group Global, LLC 591 W. Putnam Avenue Greenwich, CT 06830 Barry S. Sternlicht 591 W. Putnam Avenue Greenwich, CT 06830 LAMB Partners 900 North Michigan Avenue, Suite 1900 Chicago, IL 60611 LAMB Investors, Inc. 900 North Michigan Avenue, Suite 1900 Chicago, IL 60611 LAMB, LLC 0223 Placer Lane P.O. Box 2147 Aspen, CO 81612 ISLE Investors, LLC 900 North Michigan Avenue, Suite 1900 Chicago, IL 60611 Neil Bluhm 900 North Michigan Avenue, Suite 1900 Chicago, IL 60611 Greg Carlin 900 North Michigan Avenue, Suite 1900 Chicago, IL 60611 Designated Filer: High Desert Gaming, LLC Issuer and Ticker Symbol: Riviera Holdings Corp. [RIV] Date of Event Requiring Statement: August 8, 2006 -----END PRIVACY-ENHANCED MESSAGE-----