-----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, Q3y9CqrKEnq5u0ewp5ADWJJVnScoCLdimGa1CUtr9cRySSOK/TaHUzOWG2VPh8N4 UkjSO9gEdCV8qMo7NsyS9w== 0000914121-07-002148.txt : 20070927 0000914121-07-002148.hdr.sgml : 20070927 20070927060212 ACCESSION NUMBER: 0000914121-07-002148 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070924 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 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: ONIROT Living Trust dated 6/20/2000 CENTRAL INDEX KEY: 0001373235 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137890 BUSINESS ADDRESS: STREET 1: 4445 WAGON TRAIL AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (702) 258-4474 MAIL ADDRESS: STREET 1: 4445 WAGON TRAIL AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LMN 134 Family CO LLC CENTRAL INDEX KEY: 0001373233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137891 BUSINESS ADDRESS: STREET 1: 134 E 80TH STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-861-5432 MAIL ADDRESS: STREET 1: 134 E 80TH STREET CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CKX, Inc. CENTRAL INDEX KEY: 0000793044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137892 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128383100 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC DATE OF NAME CHANGE: 19990727 FORMER NAME: FORMER CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: LAGUNA CAPITAL CORP DATE OF NAME CHANGE: 19890123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nelson Mitchell J CENTRAL INDEX KEY: 0001392367 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137894 BUSINESS ADDRESS: BUSINESS PHONE: (212) 000-0000 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flag Luxury Riv LLC CENTRAL INDEX KEY: 0001373234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137897 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-776-8181 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLAG LUXURY PROPERTIES LLC CENTRAL INDEX KEY: 0001138765 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137898 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Flag Leisure Group CENTRAL INDEX KEY: 0001373239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137895 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-776-8181 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FX LUXURY REALTY LLC CENTRAL INDEX KEY: 0001402043 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137896 BUSINESS ADDRESS: STREET 1: 650 MADISON AVE. CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 796-8181 MAIL ADDRESS: STREET 1: 650 MADISON AVE. CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MJX Flag Associates LLC CENTRAL INDEX KEY: 0001373240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 071137893 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-776-8181 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4/A 1 p10367758-4a_flpex.xml X0202 4/A 2007-09-24 2007-05-04 0 0000899647 RIVIERA HOLDINGS CORP RIV 0001138765 FLAG LUXURY PROPERTIES LLC 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001373234 Flag Luxury Riv LLC 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001402043 FX LUXURY REALTY LLC 650 MADISON AVE. NEW YORK NY 10022 0 0 1 0 0001373239 Flag Leisure Group 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001373240 MJX Flag Associates LLC 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0000793044 CKX, Inc. 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001373233 LMN 134 Family CO LLC 134 E 80TH STREET NEW YORK NY 10021 0 0 1 0 0001392367 Nelson Mitchell J 650 MADISON AVENUE NEW YORK NY 10022 0 0 1 0 0001373235 ONIROT Living Trust dated 6/20/2000 4445 WAGON TRAIL AVENUE LAS VEGAS NV 89118 0 0 1 0 Common Stock, $0.001 par value per share 2007-09-24 4 J 0 573775 0 A 1410363 D Common Stock, $0.001 par value per share 2007-09-24 4 J 0 573775 0 A 1410363 I See footnotes This is a joint filing by Flag Luxury Riv, LLC ("FLR"), FX Luxury Realty, LLC ("FXLR"), CKX, Inc. ("CKX"), Flag Luxury Properties, LLC ("FLP"); MJX Flag Associates, LLC ("MJX"); LMN 134 Family Company LLC ("LMN134"); Mitchell J. Nelson; ONIROT Living Trust dated 6/20/2000 ("ONIROT") and Flag Leisure Group, LLC ("FLG") (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 and amendments thereto previously filed by one or more of the Reporting Persons on May 4, 2007, June 4, 2007 and September 20, 2007. (continued in footnote 2) (continued from footnote 1) On September 24, 2007, Riv Acquisition Holdings Inc. ("RAH") sent Triple Five Investco LLC and Dominion Financial LLC (collectively, "T5") a letter (the "Notice of Exercise Letter") pursuant to which RAH (i) elected to exercise the option granted by T5 (the "T5 Option"), as reported on Form 4 filed by the Reporting Persons on September 20, 2007, for consideration in the amount of $26,393,650, (ii) assigned its right to receive half of the shares of Common Stock subject to the option to FLR and (iii) assigned its right to receive the remaining half of the shares of Common Stock subject to the option to Rivacq LLC ("Rivacq"). T5, FLR and Rivacq closed the transfer of the shares of Common Stock subject to the T5 Option on September 26, 2007. (continued in footnote 3) (continued from footnote 2) As a result, RAH is no longer deemed to be the beneficial owner of the 1,147,550 shares of Common Stock subject to the T5 Option. FLR may be deemed the beneficial owner of 992,069 shares of Common Stock, which represent approximately 7.96% of the outstanding shares of Common Stock as of August 3, 2007. Rivacq may be deemed the beneficial owner of 893,770 of the foregoing shares of Common Stock, which 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. (continued in footnote 4) (continued from footnote 3) 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. FX Real Estate and Entertainment Inc. ("FXRE"), as a member of FXLR with a 100% equity interest in FXLR, as will be reported on a separate Form 3, may be deemed the beneficial owner of the foregoing shares of Common Stock. CKX, as a shareholder of FXRE with a 25.5% equity interest in FXLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. (continued in footnote 5) (continued from footnote 4) CKX FXLR Distribution Trust I ("Distribution Trust I"), as a shareholder of FXRE with an approximate 9.4% equity interest in FXRE, as will be reported on a separate Form 3, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. CKX FXLR Distribution Trust II ("Distribution Trust II"), as a shareholder of FXRE with an approximate 15.35% equity interest in FXRE, as will be reported on a separate Form 3, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. FLP, as a shareholder of FXRE with a 49.75% equity interest in FXRE, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. 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 6) (continued from footnote 5) 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, 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, 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 7) (cont'd from FN 6) 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. 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. (cont'd in FN 8) (cont'd from FN 7) 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. 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, which represent approximately 7.17% of the outstanding shares of Common Stock as of August 3, 2007. Each of SOF VII US 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. (cont'd in FN 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, 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. (continued in footnote 10) (continued from footnote 9) 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, LLC ("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. (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 August 3, 2007, and which, together with the 893,770 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 8.16% of the outstanding shares of Common Stock as of August 3, 2007. (continued in footnote 12) (continued from footnote 11) FLP 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 Riv Acquisition Holdings Inc.; MJX Real Estate Ventures, LLC; Robert F.X. Sillerman; Brett Torino; Paul Kanavos; 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.; SCG Hotel Management, L.L.C.; SOF VII Management, L.L.C.; Starwood Capital Group Global, LLC and Barry Sternlicht. Exhibit 99.1: Joint Filer Information /s/ Paul Kanavos, President, Flag Luxury Properties, LLC 2007-09-26 /s/ Paul Kanavos, President, Flag Luxury Riv, LLC 2007-09-26 /s/ Paul Kanavos, President, Flag Luxury Properties, LLC, Managing Member, FX Luxury Realty, LLC 2007-09-26 /s/ Paul Kanavos, President, Flag Leisure Group, LLC 2007-09-26 /s/ Robert F.X. Sillerman, Member, MJX Flag Associates, LLC 2007-09-26 /s/ Robert F.X. Sillerman, Chief Executive Officer, CKX, Inc. 2007-09-26 /s/ Mitchell J. Nelson, Managing Member, LMN 134 Family Company LLC 2007-09-26 /s/ Mitchell J. Nelson 2007-09-26 /s/ Brett Torino, Trustee, ONIROT Living Trust dated 06/20/2000 2007-09-26 EX-99.1 2 rh10367758-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: Riv Acquisition Holdings Inc. 650 Madison Avenue New York, NY 10022 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 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 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 Designated Filer: Flag Luxury Properties, LLC Issuer and Ticker Symbol: Riviera Holdings Corp. [RIV] Date of Event Requiring Statement: September 24, 2007 -----END PRIVACY-ENHANCED MESSAGE-----