-----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, WTFE1bIT6xlV8SUnkC5vg+q42uGW+hxO/UpjJ5fnrOx8xqfibdcT1yk/gWOEZ21P 0tDNrAfCh5fjKapQnGbxtA== 0000914121-05-002483.txt : 20051228 0000914121-05-002483.hdr.sgml : 20051228 20051228063139 ACCESSION NUMBER: 0000914121-05-002483 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051228 DATE AS OF CHANGE: 20051228 GROUP MEMBERS: BARRY S. STERNLICHT GROUP MEMBERS: BRETT TORINO GROUP MEMBERS: FLAG LEISURE GROUP, LLC GROUP MEMBERS: FLAG LUXURY PROPERTIES, LLC GROUP MEMBERS: FLAG LUXURY RIV, LLC GROUP MEMBERS: GREG CARLIN GROUP MEMBERS: HIGH DESERT GAMING, LLC GROUP MEMBERS: I-1/I-2 US HOLDINGS, LLC GROUP MEMBERS: LAMB PARTNERS GROUP MEMBERS: LAMB, LLC GROUP MEMBERS: MJX FLAG ASSOCIATES, LLC GROUP MEMBERS: NEIL BLUHM GROUP MEMBERS: PAUL KANAVOS GROUP MEMBERS: RIVACQ LLC GROUP MEMBERS: ROBERT SILLERMAN GROUP MEMBERS: SCG HOTEL MANAGEMENT, LLC GROUP MEMBERS: SILLERMAN REAL ESTATE VENTURES, LLC GROUP MEMBERS: SOF US HOTEL CO-INVEST HOLDINGS, LLC GROUP MEMBERS: SOF-VII MANAGEMENT, LLC GROUP MEMBERS: STARWOOD CAPITAL GROUP GLOBAL, LLC GROUP MEMBERS: STARWOOD GLOBAL OPPORTUNITY FUND VII-A, L.P. GROUP MEMBERS: STARWOOD GLOBAL OPPORTUNITY FUND VII-B, L.P. GROUP MEMBERS: STARWOOD HOSPITALITY FUND I-1, L.P. GROUP MEMBERS: STARWOOD HOSPITALITY FUND I-2, L.P. GROUP MEMBERS: STARWOOD U.S. OPPORTUNITY FUND VII D-2, L.P. GROUP MEMBERS: STARWOOD U.S. OPPORTUNITY FUND VII-D, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISLE INVESTORS LLC CENTRAL INDEX KEY: 0001092071 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: LAMB PARTNERS CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3129152882 MAIL ADDRESS: STREET 1: 900 NORTH MICHIGAN AVE STREET 2: C/O LAMB PARTNERS CITY: CHICAGO STATE: IL ZIP: 60611 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: 005-50785 FILM NUMBER: 051287858 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 SC 13D 1 rh722146-13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Riviera Holdings Corp. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 769627100 - -------------------------------------------------------------------------------- (CUSIP Number) Andrew J. Perel Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 (212) 504-6656 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 22, 2005 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_| SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 2 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Flag Luxury Riv, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 400,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 400,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 3 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Flag Luxury Properties, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 4 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MJX Flag Associates, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 5 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Flag Leisure Group, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 6 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sillerman Real Estate Ventures, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 7 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Sillerman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 8 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul Kanavos - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 9 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brett Torino - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 400,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 10 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rivacq LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 300,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 300,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 11 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOF U.S. Hotel Co-Invest Holdings, L.L.C - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- XXX SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 12 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOF VII U.S. Hotel Holdings, L.L.C - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 13 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) I-1/I-2 U.S. Holdings, L.L.C - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AE - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 14 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood Global Opportunity Fund VII-A, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 15 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood Global Opportunity Fund VII-B, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 16 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood US Opportunity Fund VII-D, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 17 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood US Opportunity Fund VII D-2, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 18 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood Capital Hospitality Fund I-1, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 19 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood Capital Hospitality Fund I-2, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 20 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SOF-VII Management, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 21 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCG Hotel Management, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 22 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Starwood Capital Group Global, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 23 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Barry S. Sternlicht - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 123,200 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 123,200 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,200 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 24 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) High Desert Gaming, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 300,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 300,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 25 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAMB Partners - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 300,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 300,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 26 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LAMB, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 300,000 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 300,000 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 27 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ISLE Investors, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 75,300 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 75,300 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 28 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Greg Carlin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 375,300 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 375,300 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 29 OF 42 PAGES - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Neil Bluhm - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 300,000 REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 300,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 30 OF 42 PAGES - ---------------------------- ------------------------- ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share (the "Common Stock"), of Riviera Holdings Corp., a Nevada corporation (the "Company"). The Company's principal executive offices are located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109. ITEM 2. IDENTITY AND BACKGROUND This statement on Schedule 13D is being filed by Flag Luxury Riv, LLC ("FLR"), Flag Luxury Properties, LLC ("FLP"), MJX Flag Associates, LLC ("MJX"), Flag Leisure Group, LLC ("FLG"), Sillerman Real Estate Ventures, LLC ("SREV"), Robert Sillerman, Paul Kanavos, Brett Torino, Rivacq LLC ("Rivacq"), SOF U.S. Hotel Co-Invest Holdings, L.L.C. ("SOF Co-Invest"), SOF VII US 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. ("Opportunity Fund VII-A"), Starwood Global Opportunity Fund VII-B, L.P. ("Opportunity Fund VII-B"), Starwood U.S. Opportunity Fund VII-D, L.P. ("Opportunity Fund VII-D"), Starwood U.S. Opportunity Fund VII D-2, L.P. ("Opportunity Fund VII D-2," and together with Opportunity Fund VII-A, Opportunity Fund VII-B, and Opportunity Fund VII-D the "Opportunity Funds"), Starwood Capital Hospitality Fund I-1, L.P. ("Hospitality Fund I-1"), Starwood Capital Hospitality Fund I-2, L.P. ("Hospitality Fund I-2," and together with Hospitality Fund I-1 the "Hospitality Funds"), SOF-VII Management, L.L.C. ("SOF VII Management"), SCG Hotel Management, L.L.C. ("Hotel Management"), Starwood Capital Group Global, LLC ("SCGG"), Barry S. Sternlicht, High Desert Gaming, LLC ("HDG"), LAMB Partners, LAMB, LLC, ISLE Investors, LLC ("ISLE"), Greg Carlin, and Neil Bluhm (together the "Reporting Persons"). FLR is a limited liability company formed under the laws of Delaware with its business address at 650 Madison Avenue, New York, NY 10022. FLR's principal business is the holding of Common Stock, 50% of which is held on behalf of FLP and 50% of which is held on behalf of Brett Torino. FLP, a limited liability company formed under the laws of Delaware, is a member of FLR, with an approximate 50% equity interest in FLR. FLP's business address is 650 Madison Avenue, New York, NY 10022 and its principal business is the development of high-end residential and hotel real estate properties. MJX, a limited liability company formed under the laws of Delaware, is a member of FLP with an approximate 29.9% equity interest in FLP. MJX's business address is 650 Madison Avenue, New York, NY 10022 and its principal business is the holding of a membership interest in FLP. FLG, a limited liability company formed under the laws of Delaware, is the managing member of FLP with an approximate 6.4% equity interest in FLP. FLG's business address is 650 Madison Avenue, New York, NY 10022 and its principal business is the management of FLP. SREV, a limited liability company formed under the laws of Delaware, is a member of FLG with a 30% equity interest in FLG. SREV's business address is 650 Madison Avenue, New York, NY 10022 and its principal business is the holding of a membership interest in FLG and lending funds to FLP and its affiliates. Robert Sillerman is the sole member of SREV, and owns substantially all of the equity interest of MJX. Mr. Sillerman is a citizen of the United States. Mr. Sillerman's business address is 650 Madison Avenue, New York, NY 10022 and his present principal occupation is Chairman and Chief Executive Officer of CKX, Inc. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 31 OF 42 PAGES - ---------------------------- ------------------------- Paul Kanavos is the president of FLR, FLP and FLG. Mr. Kanavos is also a member of FLP with an approximate 13.6% equity interest in FLP that he holds solely and an approximate 9% equity interest in FLP that he holds jointly with a member of his family. Mr. Kanavos is also a member of FLG and holds a 70% equity interest in FLG. Mr. Kanavos is a citizen of the United States. Mr. Kanavos' business address is 650 Madison Avenue, New York, NY 10022 and his principal occupation is President of FLP. Brett Torino is the beneficial owner of 50% of the shares of Common Stock held by FLR. Mr. Torino is a citizen of the United States. Mr. Torino's business address is 6430 Schirlls Street, Las Vegas, NV 89118 and his present principal occupation is that of real estate professional. Rivacq is a limited liability company formed under the laws of Delaware with its business address at One World Financial Center, New York, NY 10281. Rivacq's principal business is the holding of Common Stock. SOF Co-Invest, a limited liability company formed under the laws of Delaware, is the sole member of Rivacq. SOF Co-Invest's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. SOF VII, a limited liability company formed under the laws of Delaware, is a member of SOF Co-Invest with a 25% equity interest in SOF Co-Invest. SOF VII's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. Hotel Fund, a limited liability company formed under the laws of Delaware, is a member of SOF Co-Invest with a 75% equity interest in SOF Co-Invest. Hotel Fund's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. The Opportunity Funds, each a limited partnership formed under the laws of Delaware, collectively own 100% of the equity of SOF VII. The business address for each of the Opportunity Funds is 591 W. Putnam Ave., Greenwich, CT 06830 and the principal business of each of the Opportunity Funds is real estate investment. The Hospitality Funds, each a limited partnership formed under the laws of Delaware, together own 100% of the equity of Hotel Fund. The business address for each of the Hospitality Funds is 591 W. Putnam Ave., Greenwich, CT 06830 and the principal business of each of Hospitality Funds is real estate investment. SOF VII Management, a limited liability company formed under the laws of Delaware, is the general partner of each of the Opportunity Funds. SOF VII Management's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. Hotel Management, a limited liability company formed under the laws of Delaware, is the general partner of each of the Hospitality Funds. Hotel Management's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. SCGG, a limited liability company formed under the laws of Connecticut, is the general manager of each of SOF VII Management and Hotel Management. SCGG's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and its principal business is real estate investment. Barry S. Sternlicht is the chairman and CEO of SCGG and CEO of SOF VII and Hotel Fund. Mr. Sternlicht is a citizen of the United States. Mr. Sternlicht's business address is 591 W. Putnam Ave., Greenwich, CT 06830 and his present principal occupation is that of private investor. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 32 OF 42 PAGES - ---------------------------- ------------------------- HDG is a limited liability company formed under the laws of Delaware with its business address at 900 North Michigan Avenue, Suite 1900, Chicago, IL 60611. HDG's principal business is investment in securities and various other asset classes. LAMB Partners, a general partnership formed under the laws of Illinois, is a member of HDG with an approximate 76% equity interest in HDG. LAMB Partners' business address is 900 North Michigan Avenue, Suite 1900, Chicago, IL 60611 and its principal business is investment in securities and various other asset classes. LAMB, LLC, a limited liability company formed under the laws of Delaware, is the managing partner of LAMB Partners. LAMB, LLC's business address is 0223 Placer Lane, Aspen, CO 81612, P.O. Box 2147 and its principal business is investment in securities and various other asset classes. ISLE is a limited liability company formed under the laws of Delaware with its business address at 900 North Michigan Avenue, Suite 1900, Chicago, IL 60611. ISLE's principal business is investment in securities and various other asset classes. Greg Carlin and Neil Bluhm are the sole managers of HDG. Mr. Carlin is also the manager of ISLE. Mr. Carlin is a citizen of the United States. Mr. Carlin's business address is 900 North Michigan Avenue, Suite 1900, Chicago, IL 60611 and his present principal occupation is Managing Director of LAMB Partners. Mr. Bluhm is also the managing member of LAMB, LLC. Mr. Bluhm is a citizen of the United States. Mr. Bluhm's business address is 900 North Michigan Avenue, Suite 1900, Chicago, IL 60611 and his present principal occupation is that of private investor. None of the Reporting Persons has during the past five years, (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The aggregate purchase price for the 400,000 shares of Common Stock to be initially purchased by FLR pursuant to the Stock Purchase Agreement (as defined in Item 4 below) is $6,000,000. It is anticipated that the source of funding for the purchase of these shares of Common Stock will be a capital contribution from the working capital of FLP and Brett Torino. The aggregate purchase price for the 300,000 shares of Common Stock to be initially purchased by Rivacq pursuant to the Stock Purchase Agreement (as defined in Item 4 below) is $4,500,000. It is anticipated that the source of funding for the purchase of these shares of Common Stock will be capital contributions from the Opportunity Funds and Hospitality Funds. The aggregate purchase price for the 300,000 shares of Common Stock to be initially purchased by HDG pursuant to the Stock Purchase Agreement (as defined in Item 4 below) is $4,500,000. It is anticipated that the source of funding for the purchase of these shares of Common Stock will be a capital contribution from the working capital of investors in HDG. ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock beneficially owned by Barry S. Sternlicht and ISLE were originally acquired and held for investment. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 33 OF 42 PAGES - ---------------------------- ------------------------- On December 22, 2005, FLR, Rivacq, and HDG (collectively, the "Buyers") entered into a joint bidding agreement (the "Joint Bidding Agreement") pursuant to which the Buyers agreed, among other things, to (i) cooperate with each other in connection with negotiating with the Company the terms and conditions of a definitive agreement with respect to a potential acquisition of the Company, (ii) obtain the financing necessary to fund the consummation of such a potential acquisition, (iii) form a wholly-owned subsidiary of the Buyers ("Merger Sub") in connection with a potential merger of Merger Sub into the Company, the outstanding equity interests of which Merger Sub would be owned as to 40% by FLR, as to 30% by Rivacq and as to 30% by HDG and (iv) coordinate any acquisitions of shares of Common Stock such that the Buyers would respectively own such shares of Common Stock proportionately to the foregoing percentages. Under the Joint Bidding Agreement, the Buyers further agreed to share all expenses stemming from the activities contemplated by the Joint Bidding Agreement in proportion to the foregoing percentages. Pursuant to the Joint Bidding Agreement, each of the Buyers possesses a right of first offer with respect to any shares of Company Stock which any of the other parties to the Joint Bidding Agreement wishes to sell or transfer to any person other than an affiliate of such party or Merger Sub. On December 22, 2005, the Buyers entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with William L. Westerman ("Westerman") and The William L. Westerman 2004 Revocable Family Trust (the "Trust"), pursuant to which the Buyers agreed to acquire 1,000,000 shares of Common Stock from the Trust at a price of $15 per share, for an aggregate purchase price of $15,000,000. Pursuant to the Stock Purchase Agreement, FLR agreed to purchase 400,000 shares of Common Stock for an aggregate purchase price of $6,000,000, Rivacq agreed to purchase 300,000 shares of Common Stock for an aggregate purchase price of $4,500,000, and HDG agreed to purchase 300,000 shares of Common Stock for an aggregate purchase price of $4,500,000. The closing of such purchase and sale is currently scheduled to be held not earlier than January 3, 2006 and not later than January 10, 2006. In addition, pursuant to the Stock Purchase Agreement, the Buyers agreed to purchase 650,000 additional shares of Common Stock from the Trust at a purchase price of $15 per share, for an aggregate purchase price of $9,750,000 (the "Second Purchase"). The Second Purchase would consist of FLR acquiring 260,000 shares of Common Stock from the Trust for an aggregate purchase price of $3,900,000, Rivacq acquiring 195,000 shares of Common Stock from the Trust for an aggregate purchase price of $2,925,000 and HDG acquiring 195,000 shares of Common Stock from the Trust for an aggregate purchase price of $2,925,000. Pursuant to the Stock Purchase Agreement, the Trust also granted FLR, Rivacq and HDG an option to purchase 501,285 shares of Common Stock held by the Trust at a price of $15.00 per share, for an aggregate purchase price of $6,619,275 (the "Option"). The shares of Common Stock subject to the Option are allocated among the Buyers as follows: FLR would have the option to acquire 176,588 shares of Common Stock from the Trust for an aggregate purchase price of $2,647,830, Rivacq would have the option to acquire 132,502 shares of Common Stock from the Trust for an aggregate purchase price of $1,986,630, and HDG would have the option to aquire 132,501 shares of Common Stock from the Trust for an aggregate purchase price of $198,615. The Option is subject to partial exercise, provided that each exercise of the Option must involve the acquisition by the Buyers collectively of not less than 20,000 shares of Common Stock from the Trust. The Buyers' obligation to consummate the Second Purchase is subject to the satisfaction or waiver by the Buyers of each of the following conditions: (i) the waiver by the Board of Directors of the Company (the "Board") of the provisions of the Company's Articles of Incorporation which would, absent such consent, restrict the voting rights of any person that acquired 10% or more of the outstanding shares of Common Stock; (ii) the approval by the Board of the acquisition by the Buyers of the shares of Common Stock subject to the Second Purchase and the Option in accordance with the provisions of the General Corporation Law of Nevada prohibiting, absent such approval, certain transactions between "interested stockholders" and the Company; (iii) the approval by the Board of the acquisition by the Buyers, by merger or otherwise, of control of the Company (an "Acquisition Transaction") (clauses (i), (ii) and (iii) being collectively, the "Board Approvals") and (iv) such approvals or other assurances as the Buyers may deem necessary or desirable from the Nevada gaming authorities and the Colorado gaming authorities in connection with the SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 34 OF 42 PAGES - ---------------------------- ------------------------- closing of the Second Purchase and the purchase and sale of the shares of Common Stock subject to the Option (clause (iv) being the "10% Gaming Approval"). The grant of the Option is effective upon the occurrence of the Board Approvals but the closing of the purchase and sale of the shares of Common Stock subject to the Option is also subject to the issuance of the 10% Gaming Approval. Under the Stock Purchase Agreement, Westerman has agreed, subject to his fiduciary duties as an executive officer and director of the Company, to (i) assist and cooperate with the Buyers in obtaining the 10% Gaming Approval as well as such approvals of the Nevada and Colorado gaming authorities as may be necessary to consummate an Acquisition Transaction and (ii) propose to the Board that a vacancy be created on the Board or that the Board be expanded and that a candidate nominated by the Buyers be appointed to the Board. Under the Stock Purchase Agreement, Westerman and the Trust have agreed, (i) subject to the issuance of the 10% Nevada Gaming Approval, to grant an irrevocable proxy to FLR or such other person as FLR shall designate to vote, at any meeting of the stockholders of the Company, all of the shares of Common Stock held by Westerman or the Trust in favor of the approval of any Acquisition and against any action, agreement or transaction that would result in the Company's obligations under an agreement with the Buyers with respect to an Acquisition Transaction (an "Acquisition Agreement") not being fulfilled and (ii) to cause any of the shares of Common Stock held by Westerman or the Trust to be voted in accordance with the foregoing. The Trust has also agreed, except as specifically permitted by the Stock Purchase Agreement or an Acquisition Agreement, not to sell, assign, transfer or otherwise encumber, or grant any voting rights or option, with respect to the shares of Common Stock held by the Trust, other than the charitable donation of no more than 100,000 shares of Common Stock following the approval of an Acquisition Transaction by the stockholders of the Company. The Stock Purchase Agreement further provides that the Buyers' current intent is to enter into negotiations with the Board with the objective of entering into an Acquisition Agreement as soon as practicable on terms reasonably acceptable to the Buyers providing for an Acquisition Transaction at a price of not less than $15 per share of Common Stock; provided that the Buyers and Westerman acknowledge that since the Company's press release of November 8, 2005 announcing the Company's conclusion of its strategic process, the Board has not considered any Acquisition Transaction and there is no assurance that any such Acquisition Transaction can be negotiated. Under the Stock Purchase Agreement, the Buyers have agreed to indemnify Westerman against, among other things, any loss resulting from any action brought by a third party against Westerman in his capacity as a stockholder (but not as a director or executive officer) of the Company in connection with the Stock Purchase Agreement (but excluding any losses resulting from Westerman's having been found to be in breach of his fiduciary duties to the Company or its stockholders). The Stock Purchase Agreement will automatically terminate upon the earliest of (i) the consummation of an Acquisition Transaction, (ii) 6 months following the date of the Stock Purchase Agreement in the event an Acquisition Agreement has not been executed by such date and (iii) (A) in the event that an Acquisition Agreement is entered into and is terminated in circumstances where the Company is potentially required to pay to the Buyers a termination fee or similar fee, 12 months following the date of such Acquisition Agreement or (B) in the event such Acquisition Agreement is terminated for any other reason, upon such termination. In addition to the acquisition of shares of Common Stock pursuant to the Second Purchase and the Option, the Reporting Persons may engage in additional purchases of shares of Common Stock, on the open market or otherwise, from time to time and depending on market conditions, in order to increase their stake in the Company. The Reporting Persons have engaged Bear, Stearns & Co. Inc. as their financial advisor in connection with a possible Acquisition Transaction. The Reporting Persons currently intend to approach the Board in order to initiate discussions with respect to a possible Acquisition Transaction to be effected at a price of $15 in cash per share of Common Stock. Such a possible Acquisition could involve, without limitation, a merger of Merger Sub with and into the Company. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 35 OF 42 PAGES - ---------------------------- ------------------------- However, there can be no assurance that any such Acquisition Transaction can be negotiated nor as to the price that may be agreed in connection with any such Acquisition Transaction. The Reporting Persons also intend to propose the appointment of a nominee to the Board. The Reporting Persons may, at any time and from time to time, review, reconsider or change their plans or proposals with respect to any of the foregoing. The foregoing and subsequent references to, and descriptions of, the Joint Bidding Agreement are qualified in their entirety by reference to the Joint Bidding Agreement, the terms of which are incorporated herein by reference to Exhibit 10.2 hereto. The foregoing and subsequent references to, and descriptions of, the Stock Purchase Agreement are qualified in their entirety by reference to the Stock Purchase Agreement, the terms of which are incorporated herein by reference to Exhibit 10.3 hereto. Because the Stock Purchase Agreement provides for certain arrangements among Buyers, Westerman and the Trust with respect to, among other things, the voting of Common Stock, Buyers, Westerman and the Trust may be deemed to be a "group" as referred to in Rule 13d-5 under the Securities and Exchange Act of 1934, as amended. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Buyers, Westerman and the Trust are members of a "group" for purposes of Rule 13d-5, or that any such "group" exists, and the Buyers expressly disclaim the existence, or membership in, any such "group" and beneficial ownership of Common Stock held by any such persons. Except as indicated above, none of the Reporting Persons has formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies in the board of directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Articles of Incorporation, By-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Act of 1933, as amended, or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Pursuant to the Stock Purchase Agreement, FLR has agreed to acquire 400,000 shares of Common Stock from the Trust. The closing of such acquisition is currently scheduled to be held not earlier than January 3, 2006 and not later than January 10, 2006. Accordingly, FLR may be deemed to have beneficial ownership of such shares of Common Stock, which represent approximately 3.2% of the outstanding shares of Common Stock as of October 31, 2005. FLP, as a member of FLR with a 50% equity interest in FLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Brett Torino, as the beneficial owner of 50% of the shares of Common Stock held by FLR, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. MJX, as a member of FLP with an approximate 29.9% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. FLG, as the managing member of FLP with an approximate 6.4% equity interest in FLP, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. SREV, as a member of FLG with a 30% equity interest in FLG, may SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 36 OF 42 PAGES - ---------------------------- ------------------------- also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Paul Kanavos, as President of FLR, FLP, and FLG, and as a member of FLP with an approximate 13.6% equity interest in FLP that he holds solely and an approximate 9% equity interest in FLP that he holds jointly with a member of his family, and as a member of FLG with a 70% equity interest in FLG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Pursuant to the Stock Purchase Agreement, Rivacq has agreed to acquire 300,000 shares of Common Stock from the Trust. The closing of such acquisition is currently scheduled to be held not earlier than January 3, 2006 and not later than January 10, 2006. Accordingly, Rivacq may be deemed to have beneficial ownership of such shares of Common Stock, which represent approximately 2.4% of the outstanding shares of Common Stock as of October 31, 2005. SOF Co-Invest, as the sole member of Rivacq, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of SOF VII and Hotel Fund, as the sole members of SOF Co-Invest, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Each of 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 Hospitality Funds, as the sole members of the Hotel Fund, may 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. 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 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. Mr. Sternlicht also directly holds 123,200 shares of Common Stock, which represents approximately 1.0% of the outstanding shares of Common Stock as of October 31, 2005, and which, together with the 300,000 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, constitutes approximately 3.4% of the outstanding shares of Common Stock as of October 31, 2005. Pursuant to the Stock Purchase Agreement, HDG has agreed to acquire 300,000 shares of Common Stock from the Trust. The closing of such acquisition is currently scheduled to be held not earlier than January 3, 2006 and not later than January 10, 2006. Accordingly, HDG may be deemed to have beneficial ownership of such shares of Common Stock, which represent approximately 2.4% of the outstanding shares of Common Stock as of October 31, 2005. LAMB Partners, as a member of HDG with an approximate 76% equity interest in HDG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. LAMB, LLC, as the managing partner of LAMB Partners, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Greg Carlin, as a manager of HDG, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. Neil Bluhm, as a manager of HDG and as managing member of LAMB, LLC, may also be deemed to have beneficial ownership of the foregoing shares of Common Stock. ISLE holds 75,300 shares of Common Stock, which represent approximately 0.6% of the outstanding shares of Common Stock as of October 31, 2005. Accordingly, Greg Carlin, as the manager of ISLE, may be deemed to have beneficial ownership of the foregoing shares of Common Stock, and which, together with the 300,000 shares of Common Stock that he may be deemed to own beneficially in his capacity as a manager of HDG, constitutes approximately 3% of the outstanding shares of Common Stock as of October 31, 2005. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 37 OF 42 PAGES - ---------------------------- ------------------------- 1. On December 27, 2005, FLR, FLP, MJX, FLG, SREV, Robert Sillerman, Paul Kanavos, Brett Torino, Rivacq, SOF Co-Invest, SOF VII, Hotel Fund, Opportunity Fund VII-A, Opportunity Fund VII-B, Opportunity Fund VII-D, Opportunity Fund VII D-2, Hospitality Fund I-1, Hospitality I-2, SOF VII Management, Hotel Management, SCGG, Barry S. Sternlicht, HDG, LAMB Partners, LAMB, LLC, ISLE, Greg Carlin and Neil Bluhm entered into a Joint Filing Agreement (the "Joint Filing Agreement"). A copy of the Joint Filing Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. 2. On December 22, 2005, FLR, Rivacq and HDG entered into the Joint Bidding Agreement. A copy of the Joint Bidding Agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference. 3. On December 22, 2005, FLR, Rivacq and HDG entered into the Stock Purchase Agreement with Westerman and the Trust. A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.3 and incorporated herein by reference. Except as described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are hereby filed as exhibits: Exhibit 10.1 Joint Filing Agreement, dated as of December 27, 2005, among Flag Luxury Riv, LLC, Flag Luxury Properties, LLC, MJX Flag Associates, LLC, Flag Leisure Group, LLC, Sillerman Real Estate Ventures, LLC, Robert Sillerman, Paul Kanavos, Brett Torino, Rivacq LLC, SOF U.S. Hotel Co-Invest Holdings, L.L.C., SOF VII US 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., SOF-VII Management, L.L.C., SCG Hotel Management, L.L.C., Starwood Capital Group Global, LLC, Barry S. Sternlicht, High Desert Gaming, LLC, LAMB Partners, LAMB, LLC, ISLE Investors, LLC, Greg Carlin, and Neil Bluhm (together the "Reporting Persons"). Exhibit 10.2 Join Bidding Agreement, dated as of December 22, 2005, among Flag Luxury Riv, LLC, Rivacq LLC and High Desert Gaming, LLC. Exhibit 10.3 Stock Purchase Agreement, dated as of December 22, 2005, among Flag Luxury Riv, LLC, Rivacq LLC, High Desert Gaming, LLC, William L. Westerman and The William L. Westerman 2004 Revocable Family Trust. SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 38 OF 42 PAGES - ---------------------------- ------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Flag Luxury Riv, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President Flag Luxury Properties, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President MJX Flag Associates, LLC By: /s/ Robert Sillerman ------------------------------------- Name: Member Title: Robert Sillerman Flag Leisure Group, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President Sillerman Real Estate Ventures, LLC By: /s/ Robert Sillerman ------------------------------------- Name: Robert Sillerman Title: Member Robert Sillerman /s/ Robert Sillerman ----------------------------------------- Paul Kanavos /s/ Paul Kanavos ----------------------------------------- Brett Torino SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 39 OF 42 PAGES - ---------------------------- ------------------------- /s/ Brett Torino Rivacq LLC By: SOF U.S. Hotel Co-Invest Holdings, ---------------------------------- L.L.C. ---------------------------------- By: SOF VII U.S. Hotel Holdings, ----------------------------------- L.L.C. ----------------------------------- By: /s/ Barry S. Sternlicht -------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer By: I-1/I-2 U.S. Holdings, L.L.C. ----------------------------------- By: /s/ Barry S. Sternlicht -------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF U.S. Hotel Co-Invest Holdings, L.L.C. By: SOF VII U.S. Hotel Holdings, L.L.C. ------------------------------------------- By: /s/ Barry S. Sternlicht --------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer By: I-1/I-2 U.S. Holdings, L.L.C. By: /s/ Barry S. Sternlicht --------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF VII U.S. Hotel Holdings, L.L.C. By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer I-1/I-2 U.S. Holdings, L.L.C. By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 40 OF 42 PAGES - ---------------------------- ------------------------- Starwood Global Opportunity Fund VII-A, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Global Opportunity Fund VII-B, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood U.S. Opportunity Fund VII-D, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood U.S. Opportunity Fund VII D-2, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 41 OF 42 PAGES - ---------------------------- ------------------------- Starwood Capital Hospitality Fund I-1, L.P. By: /s/ SCG Hotel Management, L.L.C. --------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Capital Hospitality Fund I-2, L.P. By: /s/ SCG Hotel Management, L.L.C. --------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF-VII Management, L.L.C. By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SCG Hotel Management, L.L.C. By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Capital Group Global, LLC By: /s/ Barry S. Sternlicht ----------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SCHEDULE 13D - ---------------------------- ------------------------- CUSIP NO.: 769627100 PAGE 42 OF 42 PAGES - ---------------------------- ------------------------- Barry S. Sternlicht /s/ Barry S. Sternlicht -------------------------- High Desert Gaming, LLC By: /s/ Greg Carlin -------------------- Name: Greg Carlin Title: Manager LAMB Partners By: /s/ LAMB, LLC -------------------- Its general partner By: /s/ Neil Bluhm -------------------------------- Name: Neil Bluhm Title: Managing Member LAMB, LLC By: /s/ Neil Bluhm ---------------------------------- Name: Neil Bluhm Title: Managing Member ISLE Investors, LLC By: /s/ Greg Carlin ---------------------------------- Name: Greg Carlin Title: Manager Greg Carlin /s/ Greg Carlin ---------------------------------------- Neil Bluhm /s/ Neil Bluhm ---------------------------------------- Dated: December 27, 2005 EX-10.1 2 rh722146-ex10_1.txt JOINT FILING AGREEMENT EXHIBIT 10.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1. Flag Luxury Riv, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President Flag Luxury Properties, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President MJX Flag Associates, LLC By: /s/ Robert Sillerman ------------------------------------- Name: Member Title: Robert Sillerman Flag Leisure Group, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President Sillerman Real Estate Ventures, LLC By: /s/ Robert Sillerman ------------------------------------- Name: Robert Sillerman Title: Member Robert Sillerman /s/ Robert Sillerman ----------------------------------------- Paul Kanavos /s/ Paul Kanavos ----------------------------------------- Brett Torino /s/ Brett Torino Rivacq LLC By: SOF U.S. Hotel Co-Invest Holdings, ---------------------------------- L.L.C. ---------------------------------- By: SOF VII U.S. Hotel Holdings, ----------------------------------- L.L.C. ----------------------------------- By: /s/ Barry S. Sternlicht -------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer By: I-1/I-2 U.S. Holdings, L.L.C. ----------------------------------- By: /s/ Barry S. Sternlicht -------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF U.S. Hotel Co-Invest Holdings, L.L.C. By: SOF VII U.S. Hotel Holdings, L.L.C. ------------------------------------------- By: /s/ Barry S. Sternlicht --------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer By: I-1/I-2 U.S. Holdings, L.L.C. By: /s/ Barry S. Sternlicht --------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF VII U.S. Hotel Holdings, L.L.C. By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer I-1/I-2 U.S. Holdings, L.L.C. By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Global Opportunity Fund VII-A, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Global Opportunity Fund VII-B, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood U.S. Opportunity Fund VII-D, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood U.S. Opportunity Fund VII D-2, L.P. By: /s/ SOF-VII Management, L.L.C. ----------------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Capital Hospitality Fund I-1, L.P. By: /s/ SCG Hotel Management, L.L.C. --------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Capital Hospitality Fund I-2, L.P. By: /s/ SCG Hotel Management, L.L.C. --------------------------------- Its general partner By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht ------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SOF-VII Management, L.L.C. By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer SCG Hotel Management, L.L.C. By: Starwood Capital Group Global, L.L.C. ------------------------------------- Its General manager By: /s/ Barry S. Sternlicht -------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Starwood Capital Group Global, LLC By: /s/ Barry S. Sternlicht ----------------------------------------- Name: Barry S. Sternlicht Title: Chief Executive Officer Barry S. Sternlicht /s/ Barry S. Sternlicht -------------------------- High Desert Gaming, LLC By: /s/ Greg Carlin -------------------- Name: Greg Carlin Title: Manager LAMB Partners By: /s/ LAMB, LLC -------------------- Its general partner By: /s/ Neil Bluhm -------------------------------- Name: Neil Bluhm Title: Managing Member LAMB, LLC By: /s/ Neil Bluhm ---------------------------------- Name: Neil Bluhm Title: Managing Member ISLE Investors, LLC By: /s/ Greg Carlin ---------------------------------- Name: Greg Carlin Title: Manager Greg Carlin /s/ Greg Carlin ---------------------------------------- Neil Bluhm /s/ Neil Bluhm ---------------------------------------- Dated: December 27, 2005 EX-10.2 3 rh722146-ex10_2.txt JOINT BIDDING AGREEMENT EXHIBIT 10.2 JOINT BIDDING AGREEMENT JOINT BIDDING AGREEMENT (this "Agreement"), dated as of December 22, 2005, among Flag Luxury Riv, LLC, a Delaware limited liability company ("Flag"), Rivacq LLC, a Delaware limited liability company ("Rivacq"), and High Desert Gaming LLC, a Delaware limited liability company ("High Desert"), and together with Flag and Rivacq, the "Bidders"). WHEREAS, each of the Bidders is currently the owner of shares of common stock, par value $.001 per share ("Shares"), of Riviera Holdings Corporation (the "Company"); WHEREAS, the Bidders wish to act jointly in connection with a potential acquisition of the Company (the "Acquisition"), which the Bidders currently contemplate would be effected by a merger of a wholly-owned subsidiary of the Bidders ("Merger Sub") with and into the Company; WHEREAS, prior to the Acquisition, the Bidders may wish to acquire additional blocks of Shares; and WHEREAS, the Bidders wish to delineate their respective rights and obligations with respect to, among other things, the Shares they currently hold or may hereafter acquire, their joint efforts in connection with the Acquisition, and the sharing of expenses they may incur in connection with the foregoing; NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows: ARTICLE I AGREEMENTS REGARDING THE ACQUISITION Section 1.01 Joint Efforts. (a) The Bidders agree to act jointly and to cooperate with each other in connection with the Acquisition and all other transactions related thereto, including, without limitation, using their reasonable best efforts to (i) negotiate with the Company the various terms and conditions of a definitive agreement with respect to the Acquisition (the "Acquisition Agreement") and any related voting agreements with the Company's stockholders in good faith with a view toward entering into such agreements on mutually acceptable terms and conditions, (ii) obtain, and when obtained, to cause to be available, at or prior to the consummation of the Acquisition, financing necessary to fund the amounts necessary to consummate the Acquisition and (iii) take all actions necessary or advisable to cause the conditions to the Acquisition set forth in the Acquisition Agreement to be satisfied and to cause the Acquisition to be consummated. (b) All actions taken directly or indirectly by any of the Bidders in connection with, or in furtherance of, the Acquisition shall require the unanimous consent of all the Bidders. Section 1.02 Formation of Merger Sub. (a) Prior to the execution and delivery of the Acquisition Agreement, the Bidders shall form Merger Sub. It is currently contemplated that Merger Sub will be a Delaware corporation. (b) The shares, membership interests or other equity interests of Merger Sub shall be respectively owned by the Bidders in accordance with the following percentages: ----------------------------------------------------------------------------- Flag 40% ----------------------------------------------------------------------------- Rivacq 30% ----------------------------------------------------------------------------- High Desert 30% ----------------------------------------------------------------------------- In the event that the Bidders determine that they shall contribute equity financing to Merger Sub for the Acquisition, such equity financing shall be contributed in the foregoing proportions. (c) Following the formation of Merger Sub but prior to the consummation of the Acquisition, in the event that any of the Bidders provides to the other Bidders a notice of termination pursuant to Section 6.02, the shares, membership interests or other equity interests in Merger Sub of such terminating Bidder shall be divided between the two remaining Bidders in proportion to their respective equity interests in Merger Sub. (d) In the event that the Bidders determine to acquire additional blocks of Shares prior to the consummation of the Acquisition, including pursuant to the option (the "Option") granted to the Bidders pursuant to the Stock Purchase Agreement to be entered into among the Bidders, William L. Westerman and The William L. Westerman 2004 Revocable Family Trust (the "Westerman Purchase Agreement"), the Bidders shall coordinate such acquisitions with the result that each of the Bidders and its Affiliates (as defined below) shall hold the percentage set forth opposite such Bidder's name in subsection 1.02(b) of the aggregate number of Shares held by the Bidders and their Affiliates collectively (excluding for purposes of such calculation any Shares currently held by any of the Bidders). None of the Bidders shall exercise the Option without the consent of the other Bidders. (e) "Affiliate" means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. (e) "control", with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise. -2- Section 1.03 No Outside Efforts. (a) Each of the Bidders agrees that it will not (and will not permit its directors, officers, employees, advisors or representatives to) discuss, solicit or negotiate any acquisition, merger, business combination or similar transaction involving, or a sale of all or substantially all the assets of, the Company (or any Affiliate thereof), other than the Acquisition contemplated hereby, without the prior written consent of the other Bidders. (b) Each of the Bidders shall comply with its obligations under the Acquisition Agreement and shall cause Merger Sub to comply with its obligations under the Acquisition Agreement. (c) With respect to any provisions of the Acquisition Agreement that grant rights or impose obligations on Merger Sub, such rights shall be exercised and such obligations shall be discharged by Merger Sub acting by unanimous consent of the Bidders. Section 1.04 Board Nominee. If, prior to the consummation of the Acquisition, the Company should invite the Bidders to submit the name of a nominee for appointment to the Board of Directors of the Company, the Bidders shall unanimously agree upon the identity of such nominee prior to submitting his or her name to the Company. ARTICLE II EXPENSES Section 2.01 Expense Sharing. All costs and expenses, including, without limitation, fees and disbursements of counsel retained by the Bidders collectively, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be shared among the Bidders in the proportions set forth in Section 1.02(b), whether or not the Acquisition shall have occurred; provided, however, that if a Bidder provides a notice of termination to the other two Bidders in accordance with Section 6.02, such Bidder shall only be responsible for such costs and expenses up to and including the date of delivery of such notice, except as provided in Section 2.02 with respect to costs and expenses incurred with respect to consultants. Section 2.02 Consultants Deposit. The Bidders shall enter into an escrow agreement with Cadwalader, Wickersham & Taft LLP ("CWT") substantially in the form attached as Schedule 2.02 hereto, pursuant to which the Bidders shall deposit with CWT, in the respective proportions set forth in Section 1.02(b), the aggregate amount of $350,000 (the "Consultants Deposit"), which shall be disbursed by CWT to compensate the consultants engaged by CWT in connection with the Acquisition, as instructed by the Bidders and in accordance with a budget approved by the Bidders. If a Bidder provides a notice of termination to the other two Bidders in accordance with Section 6.02, such Bidder shall not be entitled to a return of its pro rata amount of the Consultants Deposit; provided, however, that if the Consultants Deposit is not depleted in its entirety upon the consummation of the Acquisition (or if there are no further amounts then due to consultants), each Bidder shall be entitled to receive its pro rata share of the remaining amount of the Consultants Deposit, if any. -3- Section 2.03 Termination Fee and Expense Reimbursement. In the event any termination fee or expense reimbursement becomes payable by the Company to Merger Sub under the Acquisition Agreement, such fee or reimbursement shall be allocated to the Bidders that at such time continue to hold equity interests in Merger Sub pro rata in accordance with such equity interests. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BIDDERS As an inducement to the other Bidders to enter into this Agreement, each of the Bidders hereby represents and warrants, severally and not jointly, to the other Bidders as follows: Section 3.01 Organization and Authority. Such Bidder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Bidder of this Agreement, the performance by such Bidder of its obligations hereunder and the consummation by such Bidder of the transactions contemplated hereby have been duly authorized by all requisite action (corporate or otherwise) on the part of such Bidder. This Agreement has been duly executed and delivered by such Bidder, and (assuming due authorization, execution and delivery by the other Bidders) this Agreement constitutes the legal, valid and binding obligation of such Bidder, enforceable against such Bidder in accordance with its terms. Section 3.02 No Conflict. The execution, delivery and performance of this Agreement by such Bidder do not and will not (i) violate, conflict with or result in the breach of any provision of the organizational documents of such Bidder, (ii) conflict with or violate any law, rule or regulation or any order, writ, judgment, injunction or decree of any government, regulatory or administrative authority, agency, commission, court or tribunal (each, a "Governmental Authority") applicable to such Bidder or any of its assets, properties or businesses or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which such Bidder is a party, which would have a material adverse effect on the ability of such Bidder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. Section 3.03 Litigation. There are no actions, proceedings, claims, suits, inquiries or investigations by or against such Bidder pending before any Governmental Authority (or, to the best knowledge of such Bidder, threatened to be brought by or before any Governmental Authority) which could affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. -4- Section 3.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Bidder. ARTICLE IV ADDITIONAL AGREEMENTS Section 4.01 Confidentiality. (a) Except as required by any law, rule or regulation or judicial process or to obtain any regulatory approval, or as provided in clause (b) of this Section 4.01, each Bidder acknowledges and agrees that the terms of this Agreement, the transactions contemplated hereby, and all non-public information regarding the other parties hereto (learned in connection with this Agreement or the transactions contemplated hereby) are confidential and are not to be disclosed to any person without the prior written consent of the other Bidders, provided that each Bidder may disclose such information to those of its legal and financial advisors who have a need to know such information in connection with their evaluation of this Agreement and the transactions contemplated hereby, and provided further that each Bidder shall inform such advisors of the confidential nature of such information and that such advisors shall be bound by this Section 4.01 with respect to such information. (b) Except as may be required by the federal securities laws or the rules of any listing agreement with a national securities exchange, no party to this Agreement shall make, or cause or permit to be made, any press release or public announcement or make any other disclosure in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media or other third party without the prior consent of the other parties hereto, and the parties shall cooperate as to the timing and contents of any such press release, public announcement or other disclosure. Section 4.02 Indemnification. Each of the Bidders hereby agrees to indemnify and hold harmless the other Bidders and their respective Affiliates, officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, claims, costs and expenses ("Losses") actually suffered by them arising out of, relating to or resulting from the breach of any representation or warranty or covenant or agreement made by such Bidder in this Agreement, the Acquisition Agreement or any other agreement entered into by such Bidder in connection with the Acquisition or any of the transactions contemplated hereby. Section 4.03 Joint Filing Agreement. In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and subject to the limitations set forth therein, the Bidders agree to jointly file the Schedule 13D to which this Agreement is attached and that such Schedule 13D is filed on behalf of each of the Bidders. For the avoidance of doubt, this Agreement constitutes the joint filing agreement contemplated by Rule 13d-1(i) under the Exchange Act. Section 4.04 Further Action. Each of the Bidders shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and to execute and deliver such documents -5- and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby. ARTICLE V RESTRICTIONS ON TRANSFER Section 5.01 Right of First Offer. (a) If at any time a Bidder (a "Seller") desires to effect a transfer of all or any portion of the Shares it holds (other than any Shares currently held by such Bidder) to any person other than Merger Sub or an Affiliate of the Seller, the Seller shall deliver to each of the other Bidders (the "Eligible Bidders") a notice (an "Offer Notice") setting forth all of the material terms and conditions upon which the Seller desires to transfer such Shares, including, without limitation, the number of Shares to be so transferred (the "Offered Shares") and the purchase price per Offered Share (which shall be payable solely in cash in one lump sum payment) (the "Offer Price"), which Offer Notice shall constitute an offer to such Eligible Bidders to sell such Offered Shares upon the terms and conditions specified in such Offer Notice. (b) Upon receipt of an Offer Notice, each Eligible Bidder shall be entitled to purchase from the Seller, upon the terms specified in the Offer Notice, a number of Offered Shares equal to the sum of (i) (A) 50% of the Offered Shares if there are two Eligible Bidders or (B) all of the Offered Shares in the event there is one Eligible Bidder and (ii) if there are two Eligible Bidders, the Offered Shares offered to the other Eligible Bidder in the event that such other Eligible Bidder does not elect to purchase such Offered Shares in accordance with this subsection 5.01(b). Each Eligible Bidder wishing to purchase Offered Shares shall provide a notice (an "Acceptance Notice") to the Seller and to the other Eligible Bidder, if applicable, not later than 15 days following receipt by such Eligible Bidder of an Offer Notice (such 15-day period being the "Offer Period"), specifying the number of Offered Shares it wishes to purchase (including, if applicable, the Offered Shares offered to the other Eligible Bidder in the event that such other Eligible Bidder does not elect to purchase such Offered Shares). (c) If one or two Eligible Bidders have accepted to purchase all of the Offered Shares in accordance with subsection 5.01(b), then the Seller shall, not later than 10 days following the expiration of the Offer Period, transfer, assign and convey, free and clear of all liens and encumbrances, to (i) if one Eligible Bidder has accepted to purchase all of the Offered Shares, all of the Offered Shares to such Eligible Bidder, and such Eligible Bidder shall promptly remit to the Seller by wire transfer in accordance with the Seller's instructions, immediately available funds in an amount equal to the Offer Price multiplied by the number of Offered Shares so transferred, assigned and conveyed to such Eligible Bidder or (ii) if two Eligible Bidders have accepted to purchase all of the Offered Shares, 50% of the Offered Shares to each Eligible Bidder, and each such Eligible Bidder shall promptly remit to the Seller by wire transfer in accordance with the Seller's instructions, immediately available funds in an amount equal to the Offer Price multiplied by the number of Offered Shares so transferred, assigned and conveyed to such Eligible Bidder. (d) In the event that the Eligible Bidders have not accepted to purchase all of the Offered Shares in accordance with subsection 5.01(b), then all (but not less than all) of the -6- Offered Shares may be sold to a third party upon the terms and conditions specified in the Offer Notice relating to such Offered Shares, provided that such sale shall be consummated not later than 30 days following delivery of such Offer Notice to the Eligible Bidders. ARTICLE VI GENERAL PROVISIONS Section 6.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.01): (a) if to Flag: Flag Luxury Riv, LLC 650 Madison Avenue, 15th Floor New York, NY 10022 Facsimile: (212) 750-3034 Attention: Paul Kanavos (b) if to Rivacq: Rivacq LLC c/o Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 Facsimile: (212) 504-6666 Attention: Andrew J. Perel (c) if to High Desert: High Desert Gaming, LLC 900 Michigan Avenue, Suite 1900 Chicago, IL 60611 Facsimile: (312) 915-3053 Attention: Neil Bluhm -7- in each case, with a copy to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 Facsimile: (212) 504-6666 Attention: Andrew J. Perel Section 6.02 Termination. Each of the Bidders may, upon 15 days' prior notice to each of the other Bidders, terminate this Agreement as to such Bidder; provided, however, that the provisions of subsection 1.02(c), Sections 2.01, 2.02, 4.01, 4.02 and 5.01, Article III and this Article VI shall survive any such termination. For the avoidance of doubt, no termination of this Agreement by any Bidder shall affect the obligations of such Bidder under the Westerman Purchase Agreement. Section 6.03 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. Section 6.04 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto and their Affiliates with respect to the subject matter hereof. Section 6.05 Headings. The headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. Section 6.06 Assignment. This Agreement may not be assigned by any Bidder by operation of law or otherwise without the express written consent of the other Bidders and any such assignment or attempted assignment without such consent shall be void; provided, however, that any Bidder may, in connection with a transfer to its Affiliate of all of the Shares held by such Bidder, assign this Agreement to such Affiliate; provided further, however, that a Bidder's permitted assignee of this Agreement shall execute and deliver to the other Bidders a written agreement to be bound by the provisions of this Agreement. Section 6.07 Amendment and Waiver. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the parties hereto. Each Bidder may (i) extend the time for the performance of any obligation or other act of the other Bidders, (ii) waive any inaccuracy in the representations and warranties of the other Bidders contained herein and (iii) waive compliance with any agreement of the other Bidders or any -8- condition contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or each of the parties to be bound thereby. Section 6.08 No Third Party Beneficiaries. Except for the provisions of Section 4.02 relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever. Section 6.09 Specific Performance. Each Bidder acknowledges and agrees that the other Bidders would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by a Bidder could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Bidders may be entitled, at law or in equity, they shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking. Section 6.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in any New York State court sitting in the Borough of Manhattan of The City of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that such action is brought in an inconvenient forum, that the venue of such action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Section 6.11 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 6.11. Section 6.12 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties -9- hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. [Remainder of page intentionally left blank.] -10- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. FLAG LUXURY RIV, LLC By: /s/ Paul Kanavos ------------------------------------- Name: Paul Kanavos Title: President RIVACQ LLC By: /s/ Matt Eby -------------------------------------- Name: Matt Eby Title: Member HIGH DESERT GAMING LLC By: /s/ Greg Carlin -------------------------------------- Name: Greg Carlin Title: Manager Schedule 2.02 Escrow Agreement EX-10.3 4 rh722146-ex10_3.txt STOCK PURCHASE AGREEMENT EXHIBIT 10.3 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 22, 2005, among Flag Luxury Riv, LLC, a Delaware limited liability company ("Flag"), Rivacq LLC, a Delaware limited liability company, High Desert Gaming LLC, a Delaware limited liability company (each individually, a "Buyer" and collectively, the "Buyers"), William L. Westerman ("Westerman") and The William L. Westerman 2004 Revocable Family Trust, a trust formed under the laws of Nevada (the "Trust"). WHEREAS, Westerman beneficially owns an aggregate of 2,095,593 shares of common stock, par value $.001 per share ("Shares"), of Riviera Holdings Corporation, a Nevada corporation (the "Company"), of which 2,091,471 Shares are held by the Trust (the "Family Trust Shares") and 4,122 Shares are held by the trustee (the "ESOP Trustee") of the Company's Employee Stock Ownership Plan (such 4,122 Shares together with any other Shares that may be allocated to Westerman's account with the ESOP Trustee being the "ESOP Shares" and, together with the Family Trust Shares, the "Total Shares"); WHEREAS, the Trust wishes to sell to each of the Buyers, and each of the Buyers wishes to purchase from the Trust, certain of the Shares held by the Trust, all upon the terms and subject to the conditions set forth herein; and WHEREAS, the Trust, Westerman and the Buyers wish to enter into certain other mutual understandings and arrangements with respect to the Buyers' accumulation of Shares pursuant to this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, Westerman, the Trust and the Buyers hereby agree as follows: ARTICLE I FIRST PURCHASE AND SALE Section 1.01 First Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the First Closing (as defined below), the Trust shall (and Westerman shall cause the Trust to) sell, assign, transfer, convey and deliver to each of the Buyers the number of Shares set forth opposite such Buyer's name under the heading "Number of First Purchased Shares" on Schedule A hereto (collectively, the "First Purchased Shares"), and each of the Buyers shall purchase such Shares from the Trust at a price of $15.00 per Share, subject to adjustment as provided in Section 1.02. The Buyers may, by notice to Westerman prior to the First Closing, elect that the First Purchased Shares and the consideration payable therefor pursuant to Section 1.02 be allocated among the Buyers other than as set forth on Schedule A. Section 1.02 First Purchase Price.(a) The aggregate purchase price for the First Purchased Shares shall be $15,000,000 (the "First Purchase Price"), which, subject to Section 1.01, shall be allocated among the Buyers as set forth on Schedule A hereto. The First Purchase Price shall be adjusted in proportion to any stock split, subdivision, reverse stock split or combination of the Shares or similar event (each, an "Adjustment Event") occurring after the date hereof but prior to the First Closing (as defined below). Section 1.03 First Closing. The sale and purchase of the First Purchased Shares shall take place at a closing (the "First Closing") to be held at the offices of Cadwalader, Wickersham & Taft LLP at One World Financial Center, New York, New York (the "CWT Offices") on a date to be mutually agreed among Westerman and the Buyers that shall be no earlier than January 3, 2006 but no later than January 10, 2006 or at such other place or at such other time or on such other date as Westerman and the Buyers may mutually agree upon in writing. Section 1.04 First Closing Deliveries by the Trust. At the First Closing, the Trust shall (and Westerman shall cause the Trust to) deliver or cause to be delivered to the Buyers stock certificates evidencing the First Purchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form reasonably satisfactory to the Buyers and with all required stock transfer tax stamps affixed, or such other instruments and documents as the Buyers may reasonably deem necessary or desirable to effect the transfer and assignment to the Buyers of the First Purchased Shares. Section 1.05 First Closing Deliveries by the Buyers. At the First Closing, the Buyers shall deliver to the Trust the First Purchase Price by wire transfer in immediately available funds to the following bank account: US Bank, 2300 West Sahara Avenue, Suite 200, Las Vegas, NV 89102, ABA number 121201694, account number 153750972454, account name William L. Westerman (the "Trust Account"). ARTICLE II SECOND PURCHASE AND SALE Section 2.01 Second Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Second Closing (as defined below), the Trust shall (and Westerman shall cause the Trust to) sell, assign, transfer, convey and deliver to each of the Buyers, the number of Shares set forth opposite such Buyer's name under the heading "Number of Second Purchased Shares" on Schedule A hereto (collectively, the "Second Purchased Shares"), and each of the Buyers shall purchase such Shares from the Trust at a price of $15.00 per Share, subject to adjustment as provided in Section 2.02. The Buyers may, by notice to the Trust prior to the Second Closing, elect that the Second Purchased Shares and the consideration payable therefor pursuant to Section 2.02 be allocated among the Buyers other than as set forth on Schedule A. -2- Section 2.02 Second Purchase Price.(a) The aggregate purchase price for the Second Purchased Shares shall be $9,750,000 (the "Second Purchase Price"), which, subject to Section 2.01, shall be allocated among the Buyers as set forth on Schedule A hereto. The Second Purchase Price shall be adjusted in proportion to any Adjustment Event occurring after the date hereof but prior to the Second Closing (as defined below). Section 2.03 Second Closing. The sale and purchase of the Second Purchased Shares shall take place at a closing (the "Second Closing") to be held at the CWT Offices not later than five business days following the satisfaction or waiver of each of the conditions set forth in Article VI, or at such other time or on such other date as Westerman and the Buyers may mutually agree upon in writing. Section 2.04 Second Closing Deliveries by the Trust. At the Second Closing, the Trust shall (and Westerman shall cause the Trust to) deliver or cause to be delivered to the Buyers stock certificates evidencing the Second Purchased Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form reasonably satisfactory to the Buyers and with all required stock transfer tax stamps affixed, or such other instruments and documents as the Buyers may reasonably deem necessary or desirable to effect the transfer and assignment to the Buyers of the Second Purchased Shares. Section 2.05 Second Closing Deliveries by the Buyers. At the Second Closing, the Buyers shall deliver to the Trust the Second Purchase Price by wire transfer in immediately available funds to the Trust Account. ARTICLE III OPTION Section 3.01 Grant of Option. Effective upon the issuance of the Board Approvals (as defined below), the Trust hereby grants to each Buyer an irrevocable option (the "Option") to purchase any or all of the number of Shares set forth opposite such Buyer's name under the heading "Number of Option Shares" on Schedule A hereto (collectively, the "Option Shares"), provided that no single exercise of the Option by the Buyers collectively shall be for less than 20,000 Shares. In the event that any of the Option Shares have been sold or otherwise transferred by the Trust in a Permitted Disposition (as defined below), the number of Option Shares each Buyer is entitled to purchase as set forth on Schedule A shall be reduced pro rata to the allocation of Option Shares among the Buyers as currently set forth on Schedule A. The Buyers may, by notice to the Trust prior to the Option Closing, elect that the Option Shares be allocated among the Buyers other than as set forth on Schedule A. Section 3.02 Option Purchase Price.(a) The purchase price for the Option Shares shall be $15 per Share (the "Option Purchase Price"). The Option Purchase Price shall be adjusted in proportion to any Adjustment Event occurring after the date hereof but prior to the applicable Option Closing (as defined below). Section 3.03 Exercise of Option.(a) In the event that, from time to time, a Buyer wishes to exercise the Option, it shall give written notice (an "Option Notice") to the Trust (the -3- date of such notice being the "Notice Date") specifying (i) the number of Option Shares it wishes to purchase and (ii) a date (not later than ten business days and not earlier than five business days following the Notice Date) for closing such purchase. The closing of the purchase and sale of Option Shares shall be held at the CWT Offices (the "Option Closing"). Each Buyer may exercise the Option as many times as it wishes until it has acquired all of the Option Shares it is entitled to purchase pursuant to Section 3.01. Section 3.04 Option Closing Deliveries by the Trust. At the Option Closing, the Trust shall (and Westerman shall cause the Trust to) deliver or cause to be delivered to each Buyer that delivered an Option Notice in accordance with Section 3.03 stock certificates evidencing the number of Option Shares specified in such Option Notice duly endorsed in blank, or accompanied by stock powers duly executed in blank, in form reasonably satisfactory to such Buyer and with all required stock transfer tax stamps affixed, or such other instruments and documents as such Buyer may reasonably deem necessary or desirable to effect the transfer and assignment to such Buyer of such Option Shares. Section 3.05 Option Closing Deliveries by the Buyers. At the Option Closing, the Buyer who provided to the Trust the applicable Option Notice shall deliver to the Trust the Option Purchase Price with respect to the Option Shares specified in the applicable Option Notice by wire transfer in immediately available funds to the Trust Account. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF WESTERMAN AND THE TRUST Subject to Section 10.13, as an inducement to the Buyers to enter into this Agreement, each of Westerman and the Trust hereby represents and warrants, jointly and severally, to the Buyers as follows: Section 4.01 Formation and Authorization; Enforceability. The Trust is a trust duly formed and validly existing under the laws of the State of Nevada and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Westerman is the sole trustee of the Trust. The execution and delivery by the Trust of this Agreement, the performance by the Trust of its obligations hereunder and the consummation by the Trust of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Trust. This Agreement has been duly executed and delivered by each of the Trust and Westerman, and (assuming due authorization, execution and delivery by the Buyers) this Agreement constitutes the legal, valid and binding obligation of each of the Trust and Westerman, enforceable against them in accordance with its terms. Section 4.02 Total Shares. (a) The Family Trust Shares are owned of record by the Trust free and clear of any security interest, pledge, lien, charge, encumbrance or other restriction on the use, voting, transfer, receipt of income or other exercise of any attribute of ownership (each, an "Encumbrance"). The Trust has the sole power to vote and the full right, power and authority to sell, transfer and deliver the Family Trust Shares. Westerman has the -4- right to direct the trustee of the ESOP to vote the ESOP Shares. Upon consummation of the First Closing and registration of the First Purchased Shares in the name of the Buyers in the stock records of the Company, the Buyers will own the First Purchased Shares free and clear of all Encumbrances other than as may have been created by or is attributable to the Buyers. Upon consummation of the Second Closing and registration of the Second Purchased Shares in the name of the Buyers in the stock records of the Company, the Buyers will own the Second Purchased Shares free and clear of all Encumbrances other than as may have been created by or is attributable to the Buyers. Subject to any Permitted Disposition, upon consummation of the Option Closing and registration of the Option Shares in the name of the Buyers in the stock records of the Company, the Buyers will own the Option Shares free and clear of all Encumbrances other than as may have been created by or is attributable to the Buyers. Except for this Agreement and the Trust Agreement, dated February 13, 2004, between Westerman in his personal capacity and Westerman in his capacity as trustee of the Trust (the "Trust Agreement"), there are no options, voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Family Trust Shares. (b) As of the date hereof, to the knowledge of Westerman, the aggregate number of issued and outstanding Shares is 12,414,255. Section 4.03 No Conflict. To the knowledge of Westerman, the execution, delivery and performance of this Agreement by the Trust and Westerman do not and will not (i) violate, conflict with or result in the breach of any provision of the articles of incorporation or by-laws (or similar organizational documents) of the Company or any subsidiary thereof, (ii) conflict with or violate any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (each, a "Law") or order, writ, judgment, injunction, decree, stipulation, determination or award (each, an "Order") applicable to the Trust or Westerman or any of their respective assets, properties or businesses or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Total Shares pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument to which Westerman or the Trust is a party or by which any of the Total Shares is bound or affected, including, without limitation, the Trust Agreement. Section 4.04 Litigation. As of the date hereof, there are no actions, proceedings, claims, suits, inquiries or investigations ("Actions") by or against Westerman or the Trust pending before any government, regulatory or administrative authority, agency, commission, court or tribunal (each, a "Governmental Authority") (or, to the best knowledge of Westerman, threatened to be brought by or before any Governmental Authority) which could affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. Section 4.05 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Westerman or the Trust. -5- ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYERS As an inducement to Westerman and the Trust to enter into this Agreement, each of the Buyers hereby represents and warrants, severally and not jointly, to Westerman and the Trust as follows: Section 5.01 Organization and Authority; Enforceability. Such Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of the State of Delaware and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by such Buyer of this Agreement, the performance by such Buyer of its obligations hereunder and the consummation by such Buyer of the transactions contemplated hereby have been duly authorized by all requisite action (corporate or otherwise) on the part of such Buyer. This Agreement has been duly executed and delivered by such Buyer, and (assuming due authorization, execution and delivery by Westerman and the Trust) this Agreement constitutes the legal, valid and binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms. Section 5.02 No Conflict. The execution, delivery and performance of this Agreement by such Buyer do not and will not (i) violate, conflict with or result in the breach of any provision of the organizational documents of such Buyer, (ii) conflict with or violate any Law or Order applicable to such Buyer or any of its respective assets, properties or businesses or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which such Buyer is a party, which would adversely affect the ability of such Buyer to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. Section 5.03 Litigation. As of the date hereof, there are no Actions by or against such Buyer pending before any Governmental Authority (or, to the best knowledge of such Buyer, threatened to be brought by or before any Governmental Authority) which could affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. Section 5.04 Investment Intent. (a) Such Buyer is capable of evaluating the risk of its investment in the Shares which may be purchased by it hereunder, has been advised by counsel as to the risk of such investment and is able to bear the economic risk of such investment. Such Buyer is purchasing Shares hereunder for its own account for investment and not with a present view to any distribution thereof in violation of applicable securities laws; provided, however, that such Buyer may transfer record and/or beneficial ownership of such Shares to one or more Affiliates (as defined below), officers or employees of Affiliates, in all -6- cases in compliance with federal securities laws. Such Buyer is an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended (the "Securities Act"). (b) The Shares to be purchased by such Buyer hereunder represent "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, which cannot be resold unless (i) registered pursuant to Section 5 of the Securities Act or (ii) pursuant to an available exemption from such registration requirement, and the certificates evidencing such Shares shall bear the following restrictive legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT AND THE TRANSFER OF SUCH SHARES IS SUBJECT TO TERMS AND CONDITIONS SPECIFIED IN THE STOCK PURCHASE AGREEMENT, DATED AS OF DECEMBER 21, 2005, AMONG FLAG LUXURY RIV, LLC, RIVACQ LLC, HIGH DESERT GAMING, LLC, WILLIAM L. WESTERMAN AND THE WILLIAM L. WESTERMAN 2004 REVOCABLE FAMILY TRUST. (c) Such Buyer acknowledges that Westerman may possess or may have access to or the benefit of material non-public information regarding the Company that has not been communicated to such Buyer and that such Buyer is proceeding with the transactions contemplated by this Agreement knowingly and voluntarily without access to or the benefit of such information and waives any claims based thereon. (d) "Affiliate" means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. (e) "control", with respect to the relationship between or among two or more persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise. Section 5.05 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Buyers. -7- ARTICLE VI CONDITIONS TO CLOSINGS Section 6.01 Conditions to Obligations of Westerman and the Trust. The obligations of Westerman and the Trust to consummate the transactions contemplated by this Agreement to be consummated at the First Closing, the Second Closing and each Option Closing (each, a "Closing"), shall be subject to the satisfaction or prior written waiver, at or prior to such Closing, of each of the following conditions: (a) (i) The representations and warranties of the Buyers contained in this Agreement shall have been true and correct when made and shall be true and correct as of such Closing, except to the extent such representations and warranties are as of another date, in which case such representations and warranties shall be correct as of that date, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Buyers on or before such Closing shall have been complied with in all material respects; (b) No Order shall have been entered by or with any Governmental Authority seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement to be consummated at such Closing; and (c) With respect to the Second Closing and any Option Closing, the Nevada State Gaming Control Board, the Nevada Gaming Commission, the Clark County Liquor and Gaming Licensing Board and the City of Las Vegas (the "Nevada Gaming Authorities") and any other licensing authority or Governmental Authority having authority over casino and gaming activities and operations shall have approved the acquisition by the Buyers of the Second Purchased Shares or the Buyers shall have received such other assurances from the Nevada Gaming Authorities or such other licensing authority or Governmental Authority as they may deem necessary or desirable in connection with the acquisition of the Second Purchased Shares (the "10% Nevada Gaming Approval"). Section 6.02 Conditions to Obligations of the Buyers. The obligations of the Buyers to consummate the transactions contemplated by this Agreement to be consummated at a Closing shall be subject to the satisfaction or prior written waiver, at or prior to such Closing, of each of the following conditions: (a) (i) The representations and warranties of Westerman and the Trust contained in this Agreement shall have been true and correct when made and shall be true and correct as of such Closing, except to the extent such representations and warranties are as of another date, in which case such representations and warranties shall be correct as of that date, and (ii) the covenants and agreements contained in this Agreement to be complied with by Westerman and the Trust on or before such Closing shall have been complied with in all material respects; (b) No Order shall have been entered by or with any Governmental Authority seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement to be consummated at such Closing; -8- (c) With respect to the Second Closing and any Option Closing, the Board of Directors of the Company (the "Board") shall have (i) waived, in accordance with subsection 7(g) of Article III of the Company's Articles of Incorporation (the "Articles") and by the requisite majority as provided therein, the voting limitation set forth in subsection 7(b) of Article III of the Articles with respect to the Buyers and (ii) approved the sale of the Second Purchased Shares and the Option Shares by the Trust to the Buyers in accordance with the provisions of subsection 78.438(1) of Title 7 of the Nevada Revised Statutes and (iii) approved the acquisition by the Buyers, whether by merger or otherwise, of control of the Company (an "Acquisition Transaction") (clauses (i), (ii) and (iii) being collectively, the "Board Approvals"), provided, however, that the approval described in the foregoing clause (iii) is subject to any decision of the Board to withdraw such approval; (d) With respect to the Second Closing and any Option Closing, neither the Articles nor the bylaws of the Company shall have been amended in a manner that would prevent, restrain or otherwise adversely affect the transactions contemplated by this Agreement to be consummated at such Closing; and (e) With respect to the Second Closing and any Option Closing, the 10% Nevada Gaming Approval shall have been obtained. ARTICLE VII ADDITIONAL AGREEMENTS Section 7.01 Assistance and Cooperation. (a) Subject to Section 10.3 and to his fiduciary duties as an executive officer and director of the Company, Westerman shall: (i) assist and cooperate with the Buyers in obtaining (A) the 10% Nevada Gaming Approval and (B) such approvals of the Gaming Authorities (as defined below) as are necessary to consummate an Acquisition Transaction (the "Gaming Approvals"); and (ii) propose to the Board that a vacancy be created on the Board or that the Board be expanded and that and that a candidate nominated by the Buyers be appointed to the Board. (b) (i) "Gaming Authorities" means any or all of the Nevada Gaming Authorities, Colorado Gaming Authorities and any other licensing or regulatory authority or Governmental Authority whose consent, approval, license, waiver, order, decree, determination of suitability or other authorization is necessary or appropriate under the Gaming Laws for the consummation of an Acquisition Transaction and any other transactions contemplated by the related Acquisition Agreement (as defined below). (ii) "Colorado Gaming Authorities" means any or all of the Colorado Commission, the Colorado Division of Gaming, the Colorado Liquor Enforcement Division, the County of Gilpin and the Municipality of Black Hawk. -9- (iii) "Gaming Laws" means, with respect to any person, any federal, state or local statute, law, ordinance, rule, regulation, permit, consent, approval, license, judgment, order, decree, injunction or other authorization governing or relating to the current or contemplated casino and gaming activities and operation of such person and its subsidiaries, including the rules and regulations of the Nevada Gaming Authorities and the Colorado Gaming Authorities. Section 7.02 Grant of Proxy. Effective upon the issuance of the Board Approvals (and subject to any withdrawal by the Board of its approval of an Acquisition Transaction) and subject to any Permitted Disposition, Westerman and the Trust, by this Agreement, with respect to any of the Total Shares not previously transferred to the Buyers, hereby (a) subject to the issuance of the 10% Nevada Gaming Approval, grant an irrevocable proxy to Flag or such other person as Flag shall designate (and agrees to execute such documents or certificates evidencing such proxy as the Buyers may reasonably request) to vote, or, in the case of the ESOP Shares, to direct the ESOP Trustee to vote, at any meeting of the stockholders of the Company, and in any action by written consent of the stockholders of the Company, all of the Total Shares (i) in favor of the approval of any Acquisition Transaction, the approval and adoption of any agreement to be entered into by the Company in connection therewith (an "Acquisition Agreement"), and the approval of all other transactions contemplated by the foregoing, (ii) against any action, agreement or transaction (other than any Acquisition Agreement or the transactions contemplated thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under an Acquisition Agreement or that could reasonably be expected to result in any of the conditions to the Company's obligations thereunder not being fulfilled and (iii) in favor of any other matter necessary to the consummation of any Acquisition Transaction and considered and voted upon by the stockholders of the Company and (b) agree to cause any of the Total Shares not previously transferred to the Buyers to be voted in accordance with the foregoing. THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Notwithstanding the foregoing, as to any Shares that are the subject of a Permitted Disposition, the proxy granted hereunder shall automatically terminate upon such Permitted Disposition. Section 7.03 Restrictions on Transfer. (a) The Trust agrees that, except as specifically permitted by this Agreement or an Acquisition Agreement, it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation of law), grant a lien upon, pledge, dispose of or otherwise encumber any of the Family Trust Shares or otherwise agree to do any of the foregoing, (ii) deposit any of the Family Trust Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement or (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of the Family Trust Shares. (b) Notwithstanding anything to the contrary in this Agreement, subsequent to the approval of an Acquisition Transaction by the stockholders of the Company, the Trust shall be permitted to make charitable donations of an aggregate of not more than 100,000 Shares to tax-exempt organizations (a "Permitted Disposition"). -10- Section 7.04 Further Action. (a) Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated hereby. (b) In the event the Buyers enter into an Acquisition Agreement, they will agree to a provision substantially as follows: Each of the Buyers shall, and the Buyers shall cause any entity formed by the Buyers as an acquisition vehicle in connection with an Acquisition Transaction ("Merger Sub") to, (i) not later than a mutually agreed number of days following the execution of an Acquisition Agreement, file with the applicable Gaming Authorities applications for the Gaming Approvals, (ii) not later than 90 days following the execution of an Acquisition Agreement, prepare in draft form and provide to Nevada counsel for the Buyers a response to the anticipated information request from the Gaming Authorities and (iii) withdraw the application to the Gaming Authorities of any of the Buyers if it appears reasonably likely that the application will not be approved or will delay the issuance of the Gaming Approvals, and following such withdrawal, proceed with the applications of the remaining Buyers and Merger Sub. Section 7.05 Whole Company Transaction. The Buyers' current intent is to enter into negotiations with the Board with the objective of entering into an Acquisition Agreement as soon as practicable on terms reasonably acceptable to the Buyers providing for an Acquisition Transaction at a price of not less than $15.00 per Share in cash; provided, however, that the Buyers and Westerman acknowledge that since the Company's press release of November 8, 2005 announcing the Company's conclusion of its strategic process, the Board has not considered any Acquisition Transaction and there is no assurance that any such Acquisition Transaction can be negotiated. ARTICLE VIII INDEMNIFICATION Section 8.01 Survival of Representations and Warranties. The representations and warranties of the parties contained in this Agreement shall survive the First Closing, the Second Closing and any Option Closing indefinitely. Section 8.02 Indemnification by Westerman and the Trust. Westerman and the Trust shall, jointly and severally, indemnify and hold harmless each of the Buyers and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a "Buyer Indemnified Party") for and against any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including attorneys' and consultants' fees and expenses), but excluding any diminution in value in or related to the Shares, actually suffered or incurred by them (including any action brought or otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or resulting from the breach of any representation, warranty, covenant or agreement made by Westerman or the Trust contained in this Agreement. To the extent that Westerman's or the Trust's undertakings set forth in this Section 8.02 may be unenforceable, Westerman and the Trust shall contribute the maximum amount that they are -11- permitted to contribute under applicable Law to the payment and satisfaction of the Losses incurred by the Buyer Indemnified Parties. Section 8.03 Indemnification by the Buyers. Each of the Buyers shall, severally but not jointly, indemnify and hold harmless Westerman and the Trust for and against any and all Losses arising out of or resulting from: (a) the breach of any representation, warranty, covenant or agreement made by such Buyer contained in this Agreement; or (b) any Action brought by a third party against Westerman in his capacity as a stockholder (but not as a director or executive officer) of the Company in connection with this Agreement (but excluding any Losses resulting from Westerman's having been found to be in breach of his fiduciary duties to the Company or its stockholders). To the extent that a Buyer's undertakings set forth in this Section 8.03 may be unenforceable, such Buyer shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of the Losses incurred by Westerman and the Trust. Section 8.04 Notice of Loss; Third Party Claims. (a) A party entitled to indemnification under this Article VIII (an "Indemnified Party") shall give each party against whom it wishes to seek indemnification under this Article VIII (an "Indemnifying Party") notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. (b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a "Third Party Claim") against it or which may give rise to a claim for a Loss under this Article VIII, within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within five days of the receipt of notice from the Indemnified Party of such Third Party Claim; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense -12- of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party. ARTICLE IX TERMINATION Section 9.01 Termination. This Agreement shall terminate: (a) upon notice by the Buyers to Westerman, if (i) any representations and warranties of Westerman or the Trust contained in this Agreement shall not have been true and correct when made, (ii) Westerman or the Trust shall not have complied in all material respects with the covenants and agreements contained in this Agreement to be complied with by it or him, as the case may be, or (iii) Westerman shall make a general assignment for the benefit of creditors, or any proceeding shall be instituted against Westerman seeking to adjudicate him as bankrupt or insolvent; (b) upon notice by Westerman to the Buyers, if (i) any representations and warranties of the Buyers contained in this Agreement shall not have been true and correct when made or (ii) the Buyers shall not have complied in all material respects with the covenants and agreements contained in this Agreement to be complied with by them; (c) upon the earliest of: (i) the consummation of an Acquisition Transaction, (ii) 6 months following the date hereof, in the event an Acquisition Agreement has not been executed by such date and (iii) (A) in the event that an Acquisition Agreement is entered into by the Company and is terminated in circumstances where the Company is potentially required to pay to the Buyers or an entity controlled by them a termination fee, "topping fee" or similar fee, 12 months following the date of such Acquisition Agreement or (B) in the event such Acquisition Agreement is terminated for any other reason, upon such termination; (v) upon notice by Westerman to the Buyers or by the Buyers to Westerman, in the event that any Governmental Authority shall have issued an Order or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and nonappealable; or (vi) by the mutual written consent of Westerman and the Buyer. -13- Section 9.02 Effect of Termination. In the event of termination of this Agreement as provided in Section 9.01, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except (a) as set forth in Sections 10.01 and 10.03, (b) that nothing shall relieve any party hereto from liability for any breach of this Agreement and (c) the provisions of Article VIII shall indefinitely survive any termination of this Agreement. For the avoidance of doubt, the proxy granted pursuant to Section 7.02 shall expire upon any termination of this Agreement. ARTICLE X GENERAL PROVISIONS Section 10.01 Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses. Section 10.02 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02): (a) if to Westerman or the Trust: William L. Westerman 2901 Las Vegas Boulevard South Las Vegas, Nevada 89109 Facsimile: 702-794-9227 with a copy to: Kummer Kaempfer Bonner Renshaw & Ferrario 3800 Howard Hughes Parkway, Seventh Floor Las Vegas, NV 89109 Facsimile: (702) 796-7181 Attention: Robert C. Kim (b) if to the Buyers: Flag Luxury Riv, LLC 650 Madison Avenue, 15th Floor New York, NY 10022 -14- Facsimile: (212) 750-3034 Attention: Paul Kanavos and to: Rivacq LLC c/o Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 Facsimile: (212) 504-6666 Attention: Andrew J. Perel and to: High Desert Gaming, LLC 900 Michigan Avenue, Suite 1900 Chicago, IL 60611 Facsimile: (312) 915-3053 Attention: Neil Bluhm with a copy to: Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 Facsimile: (212) 504-6666 Attention: Andrew J. Perel Section 10.03 Public Announcements. Neither Westerman or the Trust, on the one hand, nor the Buyers, on the other hand, shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party unless otherwise required by law or applicable stock exchange regulation, and the parties shall cooperate as to the timing and contents of any such press release, public announcement or communication. Section 10.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. -15- Section 10.05 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof. Section 10.06 Headings. The headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. Section 10.07 Assignment. This Agreement may not be assigned by operation of law or otherwise without the express written consent of Westerman, the Trust and the Buyers (which consent may be granted or withheld in the sole discretion of Westerman, the Trust or the Buyers) and any such assignment or attempted assignment without such consent shall be void; provided, however, that each of the Buyers may assign this Agreement to an Affiliate thereof and the Buyers may assign this Agreement to Merger Sub. Section 10.08 Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, Westerman, the Trust and the Buyers or (b) by a written waiver executed by the Buyers, on the one hand, or by the Westerman and the Trust, on the other hand. Section 10.09 No Third Party Beneficiaries. Except for the provisions of Article VIII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever. Section 10.10 Specific Performance. Westerman and the Trust acknowledge and agree that the Buyers would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by Westerman or the Trust could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Buyers may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking. Section 10.11 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. Each of the parties hereto (a) consents to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court in the event of any action, suit or proceeding to enforce or resolve disputes under this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than any federal court located in the State of Delaware or any Delaware state court. Section 10.12 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect -16- to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.12. Section 10.13 Westerman Acting Solely as Stockholder. Westerman does not make (and shall not be deemed to have made) any representation, warranty, covenant, agreement or understanding herein in his capacity as a director, officer or representative of the Company or any subsidiary thereof. Without limiting the generality of the foregoing, Westerman enters into this Agreement solely in his capacity as beneficial owner of the Total Shares and nothing in this Agreement shall limit or affect any actions taken by Westerman in his capacity as an officer, director or representative of the Company or any subsidiary thereof or require Westerman to take any action in his capacity as an officer, director or representative of the Company or any subsidiary thereof. Section 10.14 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. [Remainder of page intentionally left blank.] -17- IN WITNESS WHEREOF, Westerman, the Trust and the Buyers have caused this Agreement to be executed as of the date first written above. FLAG LUXURY RIV, LLC By: /s/ Paul Kanavos -------------------------------------- Name: Paul Kanavos Title: President RIVACQ LLC By: /s/ Matt Eby -------------------------------------- Name: Matt Eby Title: Member HIGH DESERT GAMING, LLC By: /s/ Greg Carlin -------------------------------------- Name: Greg Carlin Title: Manager /s/ William L. Westerman ----------------------------------------- William L. Westerman THE WILLIAM L. WESTERMAN 2004 REVOCABLE FAMILY TRUST By: /s/ William L. Westerman -------------------------------------- Name: William L. Westerman Title: Trustee
SCHEDULE A - ----------------------------------------------------------------------------------------------------------- Number of Number Number of First Second Second of First Purchased Purchase Purchased Purchase Option Buyer Shares Price Shares Price Shares ----- ------ ----- ------ ----- ------ - ----------------------------------------------------------------------------------------------------------- Flag Luxury Riv, LLC 400,000 $6,000,000 260,000 $3,900,000 176,588 - ----------------------------------------------------------------------------------------------------------- Rivacq LLC 300,000 $4,500,000 195,000 $2,925,000 132,442 - ----------------------------------------------------------------------------------------------------------- High Desert Gaming LLC 300,000 $4,500,000 195,000 $2,925,000 132,441 - -----------------------------------------------------------------------------------------------------------
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