-----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, LTgtovIpRtJM8BTLcuCgU8aT+pvahAZ55nun6MA2fxIAKnIhopC6wHnVi/Zc6rve yndtJFjcGVEWfFMPsSwkgA== 0000914121-08-000841.txt : 20081210 0000914121-08-000841.hdr.sgml : 20081210 20081210181459 ACCESSION NUMBER: 0000914121-08-000841 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081208 FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081210 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: I-1/I-2 US HOLDINGS LLC CENTRAL INDEX KEY: 0001373152 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241962 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: STARWOOD GLOBAL OPPORTUNITY FUND VII-A LP CENTRAL INDEX KEY: 0001373153 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241961 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: STARWOOD US OPPORTUNITY FUND VII-D LP CENTRAL INDEX KEY: 0001373154 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241959 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 FORMER NAME: FORMER CONFORMED NAME: STARWOOD GLOBAL OPPORTUNITY FUND VII-D LP DATE OF NAME CHANGE: 20060817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARWOOD US OPPORTUNITY FUND VII-D-2 LP CENTRAL INDEX KEY: 0001373155 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241958 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 FORMER NAME: FORMER CONFORMED NAME: STARWOOD GLOBAL OPPORTUNITY FUND VII-D-2 LP DATE OF NAME CHANGE: 20060817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARWOOD CAPITAL HOSPITALITY FUND I-1 LP CENTRAL INDEX KEY: 0001373156 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241957 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: STARWOOD CAPITAL HOSPITALITY FUND I-2 LP CENTRAL INDEX KEY: 0001373157 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241956 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 US HOTEL CO-INVEST HOLDINGS LLC CENTRAL INDEX KEY: 0001373166 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241964 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 US HOTEL HOLDINGS LLC CENTRAL INDEX KEY: 0001373167 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241963 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: RIVACQ LLC CENTRAL INDEX KEY: 0001373170 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241965 BUSINESS ADDRESS: STREET 1: ONE WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: (203) 422-7700 MAIL ADDRESS: STREET 1: ONE WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARWOOD GLOBAL OPPORTUNITY FUND VII-B LP CENTRAL INDEX KEY: 0001373640 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241960 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 1 p14616763-4_rivacqex.xml X0303 4 2008-12-08 1 0000899647 RIVIERA HOLDINGS CORP RIV 0001373170 RIVACQ LLC ONE WORLD FINANCIAL CENTER NEW YORK NY 10281 0 0 1 0 0001373166 SOF US HOTEL CO-INVEST HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373167 SOF-VII US HOTEL HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373152 I-1/I-2 US HOLDINGS LLC 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373153 STARWOOD GLOBAL OPPORTUNITY FUND VII-A LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373640 STARWOOD GLOBAL OPPORTUNITY FUND VII-B LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373154 STARWOOD US OPPORTUNITY FUND VII-D LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373155 STARWOOD US OPPORTUNITY FUND VII-D-2 LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373156 STARWOOD CAPITAL HOSPITALITY FUND I-1 LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 0001373157 STARWOOD CAPITAL HOSPITALITY FUND I-2 LP 591 W PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, $0.001 par value per share 2008-12-08 4 J 0 0 0 D 893770 D Common Stock, $0.001 par value per share 2008-12-08 4 J 0 0 0 D 893770 I See footnotes This is a joint filing by Rivacq LLC ("Rivacq"); SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"); SOF VII U.S. Hotel Holdings, L.L.C. ("SOF VII"); I-1/I-2 U.S. Holdings, L.L.C. ("Hotel Fund"); 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"); Starwood Capital Hospitality Fund I-1, L.P. and Starwood Capital Hospitality Fund I-2, L.P. (together, the "Hospitality Funds") (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. (continued in footnote 2) (cont'd from fn 1) On December 8, 2008, Flag Luxury Riv, LLC ("FLR"), Rivacq, and RH1, LLC ("RH1") entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the parties agreed to terminate the Amended and Restated Joint Bidding Agreement, dated as of April 5, 2006 by and among FLR, RH1, High Desert Gaming LLC and Rivacq, as amended by letter agreement dated April 16, 2007 ("Joint Bidding Agreement"). (continued in footnote 3) (cont'd from fn 2) After termination of the Joint Bidding Agreement, Rivacq may be deemed the direct beneficial owner of 893,770 shares of Common Stock, which represent approximately 7.15% of the outstanding shares of Common Stock as of November 4, 2008. Rivacq has sole voting and dispositive power over such Common Stock. (cont'd in fn 3) (cont'd from fn 3) SOF Co-Invest, as the sole member of Rivacq, may be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. SOF VII and 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 the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Each of the Opportunity Funds, as the sole members of SOF VII, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Each of the Hospitality Funds, as the sole members of Hotel Fund, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (continued in footnote 5) (continued from footnote 4) SOF VII Management, L.L.C. ("SOF VII Management"), as the general partner of each of the Opportunity Funds, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. SCG Hotel Management, L.L.C. ("Hotel Management"), as the general partner of each of the Hospitality Funds, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Starwood Capital Group Global, LLC ("SCGG"), as the managing member of SOF VII Management and Hotel Management, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (continued in footnote 6) (continued from footnote 5) Barry S. Sternlicht, as the President and CEO of SCGG and CEO of SOF VII and Hotel Fund, may also be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. 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 November 4, 2008, 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 8.14% of the outstanding shares of Common Stock as of November 4, 2008. (continued in footnote 7) (continued from footnote 6) Rivacq 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 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/ Rivacq LLC, By: SOF U.S. Hotel Co-Invest Holdings, L.L.C., By: SOF-VII U.S. Hotel Holdings, L.L.C., By: Barry S. Sternlicht, Chief Executive Officer, By: I-1/I-2 U.S. Holdings, L.L.C., By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ SOF U.S. Hotel Co-Invest Holdings, L.L.C., By: SOF-VII U.S. Hotel Holdings, L.L.C., By: Barry S. Sternlicht, Chief Executive Officer, By: I-1/I-2 U.S. Holdings, L.L.C., By: Barry S. Sternlicht, Title: Chief Executive Officer 2008-12-10 /s/ SOF-VII U.S. Hotel Holdings, L.L.C., By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ I-1/I-2 U.S. Holdings, L.L.C., By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood Global Opportunity Fund VII-A, L.P., By: SOF-VII Management, L.L.C., Its general partner , By: Starwood Capital Group Global, L.L.C., Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood Global Opportunity Fund VII-B, L.P., By: SOF-VII Management, L.L.C., Its general partner, By: Starwood Capital Group Global, L.L.C., Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood U.S. Opportunity Fund VII-D, L.P., By: SOF-VII Management, L.L.C., Its general partner, By: Starwood Capital Group Global, L.L.C., Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood U.S. Opportunity Fund VII-D-2, L.P., By: SOF-VII Management, L.L.C., Its general partner, By: Starwood Capital Group Global, L.L.C., Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood Capital Hospitality Fund I-1, L.P., By: SCG Hotel Management, L.L.C., Its general partner, Starwood Capital Group Global, L.L.C., Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Starwood Capital Hospitality Fund I-2, L.P., By: SCG Hotel Management, L.L.C., Its general partner, By: Starwood Capital Group Global, L.L.C. , Its general manager, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 EX-99.1 2 rh14616763-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: 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 US Opportunity Fund VII-D, L.P. 591 W. Putnam Avenue Greenwich, CT 06830 Starwood US 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: Rivacq, LLC Issuer and Ticker Symbol: Riviera Holdings Corp. [RIV] Date of Event Requiring Statement: December 8, 2008 -----END PRIVACY-ENHANCED MESSAGE-----