-----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, Kgpk7R3CJlQriEOsoeKEij5m9ahQ3H2ju9VhjWJn0Bb9rIxbVq5vDxnccvycuQvI x7vsNoVK6er9MTqozWAqag== 0000914121-07-002116.txt : 20070920 0000914121-07-002116.hdr.sgml : 20070920 20070920061520 ACCESSION NUMBER: 0000914121-07-002116 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070917 FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070920 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: STERNLICHT BARRY S CENTRAL INDEX KEY: 0001034657 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071125897 BUSINESS ADDRESS: STREET 1: C/O STARWOOD HOTELS & RESORTS WORLDWIDE STREET 2: 777 WESTCHESTER AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10604 MAIL ADDRESS: STREET 1: STARWOOD HOTELS & RESORTS WORLDWIDE STREET 2: 44 SOUTH BROADWAY CITY: WHITE PLAINS STATE: NY ZIP: 10601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARWOOD CAPITAL GROUP GLOBAL LLC CENTRAL INDEX KEY: 0001373160 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071125898 BUSINESS ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOF-VII MANAGEMENT LLC CENTRAL INDEX KEY: 0001373158 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071125899 BUSINESS ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCG HOTEL MANAGEMENT LLC CENTRAL INDEX KEY: 0001373159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071125900 BUSINESS ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: 591 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4/A 1 p10299353-4scg_ex.xml X0202 4/A 2007-09-17 2007-06-28 0 0000899647 RIVIERA HOLDINGS CORP RIV 0001373159 SCG HOTEL MANAGEMENT LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373158 SOF-VII MANAGEMENT LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373160 STARWOOD CAPITAL GROUP GLOBAL LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001034657 STERNLICHT BARRY S STARWOOD HOTELS & RESORTS WORLDWIDE 44 SOUTH BROADWAY WHITE PLAINS NY 10601 0 0 1 0 Option to Buy Shares of Common Stock 23.00 2007-09-17 4 P 0 573775 2861162.87 A 2007-09-17 2007-09-24 Common Stock, $0.001par value per share 1147550 573775 I See footnotes This is a joint filing by SCG Hotel Management, L.L.C. ("Hotel Management"); SOF VII Management, L.L.C. ("SOF VII Management"); Starwood Capital Group Global, LLC ("SCGG") and Barry Sternlicht (collectively, the "Reporting Persons"). The Reporting Persons are filing this Form 4 in connection with a Form 4 filed on an even date herewith by the persons listed in "Remarks," below. This Form 4 amends as applicable the Forms 4 previously filed by one or more of the Reporting Persons on June 28, 2007. (continued in footnote 2) (continued from footnote 1) Rivacq, LLC ("Rivacq") directly holds 319,995 shares of Common Stock, as reported on Form 3 filed August 23, 2006. Pursuant to a letter agreement dated September 16, 2007 (the "Extension and Waiver Agreement"), Triple Five Investco LLC and Dominion Financial LLC granted to Riv Acquisition Holdings Inc. ("RAH") a fully effective and exercisable option to acquire 1,147,550 shares of Common Stock at $23.00 per share. RAH initially paid $2,300,000 as consideration for the granting of the option, then paid $173,547.29 on three separate occasions as consideration for three one-month extensions of the option and an additional $40,521 for a fourth seven-day extension of the option. As a result, RAH may be deemed the beneficial owner of 1,147,550 shares of Common Stock, which represent approximately 9.21% of the outstanding shares of Common Stock as of August 3, 2007. (continued in footnote 3) (cont'd from fn 2) Pursuant to a letter agreement dated May 29, 2007 (the "May 29 Letter Agreement") Flag Luxury Riv, LLC ("FLR"), a shareholder of RAH, may also be deemed the beneficial owner of 573,775 of the foregoing shares of Common Stock, which, together with the 418,294 shares of Common Stock held directly by FLR, represent approximately 7.96% of the outstanding shares of Common Stock as of August 3, 2007. Pursuant to the May 29 Letter Agreement, Rivacq, a shareholder of RAH, may be deemed the beneficial owner of 573,775 of the foregoing shares of Common Stock, which, together with the 319,995 shares of Common Stock held directly by Rivacq, represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. RH1, LLC ("RH1") may be deemed the beneficial owner of 418, 294 shares of Common Stock, which represent approximately 3.36% of the outstanding shares of Common Stock as of August 3, 2007.(cont'd in fn 4) (continued from footnote 3) FX Luxury Realty, LLC ("FXLR"), as a member of FLR with a 100% equity interest in FLR, and as a member of RH1 with a 100% equity interest in RH1, may be deemed the beneficial owner of 1,410,363 shares of Common Stock, which represent approximately 11.32% of the outstanding shares of Common Stock as of August 3, 2007. CKX, Inc. ("CKX"), as a member of FXLR with a 50% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Flag Luxury Properties, LLC ("FLP"), as a member of FXLR with a 50% equity interest in FXLR, may also 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 26% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 5) (continued from footnote 4) Flag Leisure Group, LLC ("FLG"), as a member of FLP with an approximate 6.6% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ONIROT Living Trust dated 06/20/2000 ("ONIROT"), as a member of FLP with a 26.36% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. LMN134 Family Company LLC ("LMN134"), as a member of MJX with an approximate 1.67% equity interest in MJX, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Mitchell Nelson, as managing member of LMN134, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 6) (continued from footnote 5) MJX Real Estate Ventures, LLC ("MREV"), as a member of MJX with an approximate 98.33% equity interest in MJX, and as a member of FLG with a 33.33% equity interest in FLG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 7) (continued from footnote 6) Robert F.X. Sillerman, as President of MJX and as President and sole member of MREV, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Paul Kanavos, as President of FLR, President and member of FLG with an approximate 33.33% equity interest in FLG, and as President and member of FLP with an approximate 36.1% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Brett Torino, as a member of FLG with an approximate 33.33% equity interest in FLG, and as sole trustee and beneficiary of ONIROT, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 8) (continued from footnote 7) SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"), as the sole member of Rivacq, may be deemed to have beneficial ownership of 893,770 shares of Common Stock beneficially owned directly and indirectly by Rivacq, which represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. 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 with 25% and 75% equity interests in SOF Co-Invest, respectively, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 9) (continued from footnote 8) 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. (collectively, 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 the Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P (together, the "Hospitality Funds"), as the sole members of Hotel Fund, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. 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. (continued in footnote 10) (continued from footnote 9) 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. 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 President 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. (continued in footnote 11) (continued from footnote 10) Mr. Sternlicht also directly holds 123,200 shares of Common Stock, which represent approximately 1.0% of the outstanding shares of Common Stock as of February 23, 2007, and which, together with the 319,995 shares of Common Stock that he may be deemed to own beneficially in his capacity as Chairman and CEO of SCGG and as an executive officer of certain affiliates as described above, constitute approximately 3.56% of the outstanding shares of Common Stock as of February 23, 2007. (continued in footnote 12) (continued from footnote 11) Hotel Management is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by other persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group. This Form 4 is being filed in connection with a Form 4 filed on an even date herewith by Rivacq LLC; SOF U.S. Hotel Co-Invest Holdings, L.L.C.; SOF VII U.S. Hotel Holdings, L.L.C.; I-1/I-2 U.S. Holdings, L.L.C.; 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.; Starwood U.S. Opportunity Fund VII-D-2, L.P.; Starwood Capital Hospitality Fund I-1, L.P.; Starwood Capital Hospitality Fund I-2, L.P.; Flag Luxury Riv, LLC; FX Luxury Realty, LLC; CKX, Inc.; Flag Luxury Properties, LLC; MJX Flag Associates, LLC; LMN 134 Family Company LLC; Mitchell J. Nelson; ONIROT Living Trust dated 6/20/2000; Flag Leisure Group, LLC; MJX Real Estate Ventures, LLC; Robert F.X. Sillerman; Brett Torino and Paul Kanavos. Exhibit: 99.1 Joint Filer Information /s/ SOF-VII Management, L.L.C. by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer 2007-09-19 /s/ SCG Hotel Management, L.L.C. by Starwood Capital Group Global, L.L.C., Its general manager, by Barry S. Sternlicht, Chief Executive Officer 2007-09-19 /s/ Starwood Capital Group Global, L.L.C. by Barry S. Sternlicht, Chief Executive Officer 2007-09-19 /s/ Barry S. Sternlicht 2007-09-19 EX-99.1 2 rh10299353-ex99_1.txt JOINT FILER INFORMATION Exhibit 99.1 Joint Filer Information Pursuant to General Instruction 4(b)(v) to Form 4, the following additional reporting persons are covered by this joint filing: Flag Luxury Riv, LLC 650 Madison Avenue New York, NY 10022 FX Luxury Realty, LLC 650 Madison Avenue New York, NY 10022 CKX, Inc. 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 Paul Kanavos 650 Madison Avenue New York, NY 10022 Flag Luxury Properties, LLC 650 Madison Avenue New York, NY 10022 MJX Real Estate Ventures, LLC 650 Madison Avenue New York, NY 10022 LMN 134 Family Company, LLC 134 E. 80th Street New York, NY 10021 Mitchell J. Nelson 650 Madison Avenue New York, NY 10022 Robert F.X. Sillerman 650 Madison Avenue New York, NY 10022 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 U.S. 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 Starwood Capital Group Global, LLC 591 W. Putnam Avenue Greenwich, CT 06830 Barry S. Sternlicht 591 W. Putnam Avenue Greenwich, CT 06830 Designated Filer: SCG Hotel Management, L.L.C. Issuer and Ticker Symbol: Riviera Holdings Corp. [RIV] Date of Event Requiring Statement: September 17, 2007 -----END PRIVACY-ENHANCED MESSAGE-----