-----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, Rl9782blP1ITLN/P6e3JEXA8kRc2xzDRAwxSBMGdbCYh+1dp3BnWB7G86SKMMnuo O0q2s5kndZlNvalu/WMNqg== 0000914121-08-000843.txt : 20081210 0000914121-08-000843.hdr.sgml : 20081210 20081210181647 ACCESSION NUMBER: 0000914121-08-000843 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081208 FILED AS OF DATE: 20081210 DATE AS OF CHANGE: 20081210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STERNLICHT BARRY S CENTRAL INDEX KEY: 0001034657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241974 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 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: SOF-VII MANAGEMENT LLC CENTRAL INDEX KEY: 0001373158 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241972 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241973 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 GROUP GLOBAL LLC CENTRAL INDEX KEY: 0001373160 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 081241971 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 p14617011-4_sgcex.xml X0303 4 2008-12-08 1 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 Common Stock, $0.001 par value per share 2008-12-08 4 J 0 0 0 D 893770 I See footnotes Common Stock, $0.001 par value per share 2008-12-08 4 J 0 0 0 D 1016970 I See footnote 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. (cont'd in fn 2) (cont'd from fn 1) On December 8, 2008, Flag Luxury Riv, LLC ("FLR"), Rivacq LLC ("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 LLC, as amended by letter agreement dated April 16, 2007 ("Joint Bidding Agreement"). (cont'd in fn 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 U.S. Hotel Co-Invest Holdings, L.L.C. ("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. 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 the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 5) (cont'd from fn 4) 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 the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such 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 the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 6) (cont'd from fn 5) 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. 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. 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. (cont'd in fn 7) (cont'd from fn 6) 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. (cont'd in fn 8) (cont'd from fn 7) 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.; and Starwood Capital Hospitality Fund I-2, L.P. Exhibit: 99.1 Joint Filer Informa /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 2008-12-10 /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 2008-12-10 /s/ Starwood Capital Group Global, LLC, By: Barry S. Sternlicht, Chief Executive Officer 2008-12-10 /s/ Barry S. Sternlicht 2008-12-10 EX-99.1 2 rh14617011-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: 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 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 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: December 8, 2008 -----END PRIVACY-ENHANCED MESSAGE-----