-----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, AG+nUD4lYeD/Uvu8O0duX8904/5oSyAYE6CBYqiZEIrLIiKm3stWNjIZu552SKpM 1EwfgLlQuONXlOjJ7Wds+A== 0000898080-03-000590.txt : 20031222 0000898080-03-000590.hdr.sgml : 20031222 20031222101129 ACCESSION NUMBER: 0000898080-03-000590 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031222 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44284 FILM NUMBER: 031066600 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP HOTELS & CASINO RESORT HOLDINGS LP CENTRAL INDEX KEY: 0000943322 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 133818407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094496515 MAIL ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 SC 13D 1 sch13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDED THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Riviera Holdings Corporation - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of Issuer) Common Stock, par value $.001 per share - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 769627 10 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (CUSIP Number) Robert M. Pickus 1000 Boardwalk Atlantic City, NJ 08401 (609) 449-5573 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 2003 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - --------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 - - - - - - - - - - - - - - - - - - - - - CUSIP No. 769627 10 0 13D Page 2 of 7 Pages - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Donald J. Trump - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) PF - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization United States of America - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 358,000 PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 10.0% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) IN 2 - - - - - - - - - - - - - - - - - - - - - CUSIP No. 769627 10 0 13D Page 3 of 7 Pages - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Trump Hotels & Casino Resorts Holdings, L.P. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) WC - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization Delaware - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 358,000 PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 10.0% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) PN 3 - - - - - - - - - - - - - - - - - - - - - CUSIP No. 769627 10 0 13D Page 4 of 7 Pages - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Trump Hotels & Casino Resorts, Inc. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) WC - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization Delaware - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 358,000 PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 358,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 10.0% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) CO 4 This Amendment No. 2 amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "Commission") on July 10, 2002, as amended by Amendment No.1 dated December 26, 2002, and is being filed with the Commission pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended. Except as specifically amended by this Amendment No. 2, the Schedule 13D, as amended by Amendment No. 1, remains in full force and effect. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by inserting following paragraph at the end thereof: XIII. (a) Name: Scott C. Butera (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Butera is currently the Executive Vice President, Director of Corporate and Strategic Development of THCR. (d) Mr. Butera has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Butera was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended by inserting the following paragraph at the end thereof: On December 18, 2003, Mr. Trump and THCR Holdings amended the Option and the Additional Option to extend the expiration date of the options from December 31, 2003 through December 31, 2004. Copies of the amendments to the options are filed as exhibits to this Amendment No. 2. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by deleting the third full paragraph of Item 4 and replacing it with the following paragraph: III. None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire currently have plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on 5 the Board of Directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter- dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by inserting the following paragraph at the end of II. (c) of Item 5: On December 18, 2003, Mr. Trump and THCR Holdings amended the Option and the Additional Option to extend the expiration date of the options from December 31, 2003 through December 31, 2004. Copies of the amendments to the options are filed as exhibits to this Amendment No. 2. Item 5 is hereby further revised by deleting III. (a) and (b) of Item 5 and by inserting the following: III. (a) None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire beneficially own any shares of Common Stock of the Issuer. (b) None of Messrs. Brown, Butera, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire have sole or shared voting or dispositive power with respect to the Trump-Riviera Shares and/or the Additional Trump-Riviera Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by inserting the following paragraph after the third full paragraph of Item 6: On December 18, 2003, Mr. Trump and THCR Holdings amended the Option and the Additional Option to extend the expiration date of the options from December 31, 2003 through December 31, 2004. Copies of the amendments to the options are filed as exhibits to this Amendment No. 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by deleting all paragraphs and inserting the following: Exhibit A. Agreement, dated December 26, 2002, by and among Donald J. Trump, Trump Hotels & Casino Resorts Holdings, L.P., and Trump Hotels & Casino Resorts, Inc. (regarding joint filing of Schedule 13D). ** Exhibit B. Option, dated July 10, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. * Exhibit C. Amendment, dated December 26 2002, to the Option, dated July 10, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. ** Exhibit D. Option, dated December 26, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. ** Exhibit E. Amendment No. 2, dated as of December 18, 2003, to the Option, dated as of July 10, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. Exhibit F. Amendment, dated as of December 18, 2003, to the Option, dated as of December 26, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. - -------------------------- * Previously filed as an exhibit to the Initial Schedule 13D filed by the Reporting Persons with the SEC on July 10, 2002. ** Previously filed as an exhibit to the Amendment No. 1 to the Initial Schedule 13D filed by the Reporting Persons with the SEC on December 26, 2002. 6 SIGNATURE After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 22, 2003 /s/ Donald J. Trump -------------------------------- Donald J. Trump TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: TRUMP HOTELS & CASINO RESORTS, INC., its general partner /s/ John P. Burke ----------------------------------- John P. Burke Executive Vice President and Corporate Treasurer TRUMP HOTELS & CASINO RESORTS, INC. /s/ John P. Burke ---------------------------------- John P. Burke Executive Vice President and Corporate Treasurer 7 EX-99.1 3 ex99-1.txt EXHIBIT E Exhibit E AMENDMENT NO. 2 TO OPTION AGREEMENT This Amendment No. 2 (this "Amendment No. 2") to the Option Agreement, dated as of July 10, 2002 (the "Option Agreement"), by and between Donald J. Trump ("Seller") and Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership ("Buyer"), as amended by an Amendment thereto dated as of December 26, 2002 ("Amendment No. 1"), is entered into as of December 18, 2003, by and between Seller and Buyer. WHEREAS, pursuant to the Option Agreement, Seller granted Buyer an option (the "Option") to purchase from Seller 350,000 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Riviera Holdings Corporation, a Nevada corporation ("RHC"); WHEREAS, pursuant to Amendment No. 1, the expiration date of the Option was extended to December 31, 2003; and WHEREAS, Seller and Buyer desire to extend the expiration date of the Option to December 31, 2004. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. (a) Section 2.1 of the Option Agreement shall be deleted in its entirety and replaced with the following: SECTION 2.1. The Option may be exercised by Buyer, in the manner specified in Section 3 hereof, at any time after the date hereof and prior to 5:00 p.m., New York City time, on December 31, 2004. Such expiration date of the Option is referred to herein as the "Expiration Date" and the period from the date hereof to the Expiration Date is referred to as the "Option Period." The Option Period may be extended by mutual agreement of the parties hereto. 2. Continuing Agreement. Except as expressly amended hereby, the Option Agreement shall continue in full force and effect in accordance with the provisions thereof. 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but which all taken together shall constitute one instrument. 4. Applicable Law. The validity of this Amendment, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under and governed and construed in accordance with the applicable law provisions contained in the Option Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 2 as of the day and year first above written. SELLER: /s/ Donald J. Trump ------------------------- Donald J. Trump BUYER: TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: TRUMP HOTELS & CASINO RESORTS, INC., its General Partner By: /s/ John P. Burke ------------------------------- John P. Burke Executive Vice President and Corporate Treasurer 2 EX-99.2 4 ex99-2.txt EXHIBIT F Exhibit F AMENDMENT TO OPTION AGREEMENT This Amendment (this "Amendment") to the Option Agreement, dated as of December 26, 2002 (the "Option Agreement"), by and between Donald J. Trump ("Seller") and Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership ("Buyer"), is entered into as of December 18, 2003, by and between Seller and Buyer. WHEREAS, pursuant to the Option Agreement, Seller granted Buyer an option (the "Option") to purchase from Seller 8,000 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Riviera Holdings Corporation, a Nevada corporation ("RHC"); and WHEREAS, Seller and Buyer desire to extend the expiration date of the Option to December 31, 2004. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. (a) Section 2.1 of the Option Agreement shall be deleted in its entirety and replaced with the following: SECTION 2.1. The Option may be exercised by Buyer, in the manner specified in Section 3 hereof, at any time after the date hereof and prior to 5:00 p.m., New York City time, on December 31, 2004. Such expiration date of the Option is referred to herein as the "Expiration Date" and the period from the date hereof to the Expiration Date is referred to as the "Option Period." The Option Period may be extended by mutual agreement of the parties hereto. 2. Continuing Agreement. Except as expressly amended hereby, the Option Agreement shall continue in full force and effect in accordance with the provisions thereof. 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but which all taken together shall constitute one instrument. 4. Applicable Law. The validity of this Amendment, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under and governed and construed in accordance with the applicable law provisions contained in the Option Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written. SELLER: /s/ Donald J. Trump ------------------------- Donald J. Trump BUYER: TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: TRUMP HOTELS & CASINO RESORTS, INC., its General Partner By: /s/ John P. Burke ------------------------------- John P. Burke Executive Vice President and Corporate Treasurer 2 -----END PRIVACY-ENHANCED MESSAGE-----