-----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, P5MOp10e/5Lg8HEzo2ImU+vdIJLJ8/qjSyscYPzV0ZT2NIuomAZ20trXJMu3XRsG RJuup/mCWIRCkeeoceJwzQ== 0000919574-97-000658.txt : 19970801 0000919574-97-000658.hdr.sgml : 19970801 ACCESSION NUMBER: 0000919574-97-000658 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970731 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50785 FILM NUMBER: 97649009 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 2 Name of Issuer: Riviera Holdings Corporation Title of Class of Securities: Common Stock CUSIP Number: 769 672 100 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) James D. Bennett, Bennett Management Corporation, 2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, CT 06901; (203) 353-3101 (Date of Event which Requires Filing of this Statement) July 28, 1997 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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 769 672 100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James D. Bennett 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 Items 2(d) or 2(e) 6. Citizenship or Place of Organization USA Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 484,265 9. Sole Dispositive Power: 10. Shared Dispositive Power: 484,265 11. Aggregate Amount Beneficially Owned by Each Reporting Person 484,265 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 9.9% 14. Type of Reporting Person IN 3 CUSIP No. 769 672 100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Restructuring Capital Associates, L.P. 13-3526880 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 Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 323,003 9. Sole Dispositive Power: 10. Shared Dispositive Power: 323,003 11. Aggregate Amount Beneficially Owned by Each Reporting Person 323,003 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person PN (IA) 5 CUSIP No. 769 672 100 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bennett Restructuring Fund, L.P. 13-3526877 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 Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 323,003 9. Sole Dispositive Power: 10. Shared Dispositive Power: 323,003 11. Aggregate Amount Beneficially Owned by Each Reporting Person 323,003 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 6 13. Percent of Class Represented by Amount in Row (11) 6.6% 14. Type of Reporting Person PN 7 The reason for this filing of Amendment #2 to the previously filed Schedule 13D is to show that the holdings of James D. Bennett, Restructuring Capital Associates L.P. ("RCA"), a Delaware limited partnership, and Bennett Restructuring Fund, L.P. (the "Partnership"), a Delaware limited partnership, in Riviera Holdings Corporation (the "Company") have increased. Item 1. Security and Issuer This statement relates to shares of common stock of the Company. The Company's principal executive office is located at 2901 Las Vegas Boulevard, South Las Vegas, Nevada 89109. Item 2. Identity and Background This statement is being filed on behalf of James D. Bennett, RCA and the Partnership. Their address is 2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, Connecticut 06901. Mr. Bennett is the sole shareholder and President of Bennett Capital Corporation ("BCC"). BCC is the sole general partner of RCA, which is the sole general partner of the Partnership. The Partnership is a private investment partnership. The principal address of BCC is also 2 Stamford Plaza, Suite 1501, 281 Tresser Boulevard, Stamford, Connecticut 06901. The principal business of Mr. Bennett and RCA is to act as an investment manager. Mr. Bennett is also the president and controlling shareholder of Bennett Offshore Investment Corporation, an entity 8 that is the investment manager of Bennett Offshore Restructuring Fund, Inc. ("Bennett Offshore"), an offshore investment corporation. None of Mr. Bennett, RCA or the Partnership has, during the last five years, been convicted in any criminal proceeding. None of Mr. Bennett, RCA or the Partnership has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Mr. Bennett is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Mr. Bennett beneficially owns 484,265 shares of common stock of the Company (the "Shares"), of which RCA beneficially owns 323,003 Shares. 323,003 Shares are held by the Partnership. 161,262 Shares are held by Bennett Offshore. The Shares purchased during the past 60 days were purchased for an aggregate price of $683,220. The funds for the purchases of the Shares held by the Partnership came from capital contributions to the Partnership by its general and limited partners. The funds for the purchases of the shares held in Bennett Offshore came from capital used to purchase shares in 9 Bennett Offshore by its shareholders. No funds were borrowed to finance the purchases. Item 4. Purpose of Transaction The Shares held by the reporting persons were acquired for, and are being held for, investment purposes. The acquisitions of the Shares described herein were made in the ordinary course of the reporting persons' business or investment activities, as the case may be. The reporting persons, on behalf of the above mentioned entities, reserve the right to purchase additional Shares or to dispose of the Shares in the open market or in privately negotiated transactions or in any other lawful manner in the future and to take whatever action with respect to holdings of the Shares they deem to be in the best interests of such entities. The reporting persons will continue to monitor the investment of the above mentioned entities in the Company, and in conjunction with such efforts, the reporting persons may continue to communicate with, among others, the Company's management, its board of directors, and other shareholders of the Company. Further, the reporting persons, on behalf of the above mentioned entities, reserve the right to exercise any and all of such entities' rights as shareholders. 10 Item 5. Interest in Securities of the Issuer As noted above, as of the date hereof, Mr. Bennett and RCA are the beneficial owners of 484,265 and 323,003 Shares, respectively, of the Company's common stock. Based on figures disclosed in the most recent 10-Q, there are believed to be a total of 4,914,080 Shares of the Company's common stock outstanding. Therefore, Mr. Bennett and RCA beneficially own 9.9% and 6.6%, respectively, of the outstanding common stock of the Company. The Partnership beneficially owns 323,003 Shares, constituting 6.6% of the outstanding Shares. Mr. Bennett has the power to vote, direct the vote, dispose of or direct the disposition of all the Shares of the Company's common stock that are currently beneficially owned by the reporting persons. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Neither Mr. Bennett, RCA nor the Partnership has any contract, arrangement, understanding or relationship with any person with respect to the common stock of the Company. Item 7. Material to be Filed as Exhibits A description of the transactions in the Shares that were effected by Mr. Bennett, RCA and the Partnership during the past 60 days is filed herewith as Exhibit A. 11 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. July 31, 1997 Date /s/ James D. Bennett James D. Bennett RESTRUCTURING CAPITAL ASSOCIATES, L.P. By: Bennett Capital Corporation, General Partner /s/ James D. Bennett By: James D. Bennett, President BENNETT RESTRUCTURING FUND, L.P. By: Restructuring Capital Associates, L.P., General Partner By: Bennett Capital Corporation, General Partner /s/ James D. Bennett By: James D. Bennett, President 12 75252000.BB1 Exhibit A Daily Transactions Number of Shares Purchase (Sale) Purchased or Price Date (Sold) Per Share Value 7/10/97 (200) $13.23 $2,645.91 7/11/97 (8,600) 13.41 115,361.64 7/28/97 51,560 13.25 683,220.00 75252000.BB1 -----END PRIVACY-ENHANCED MESSAGE-----