-----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, Tbg5MiyvYnLyHoRMdlwLz67XPqyTd6ve3lyRp4n93jssvQ8E5blaOpZDS6hIsnWK F/se0U9VsWsV4YWrBVVAjQ== 0000950130-02-004940.txt : 20020710 0000950130-02-004940.hdr.sgml : 20020710 20020710163933 ACCESSION NUMBER: 0000950130-02-004940 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020710 GROUP MEMBERS: TRUMP HOTELS & CASINO RESORTS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44284 FILM NUMBER: 02700281 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP DONALD J CENTRAL INDEX KEY: 0000947033 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322000 MAIL ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 dsc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDED THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Riviera Holdings Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 769627 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Robert M. Pickus 1000 Boardwalk Atlantic City, NJ 08401 (609) 449-5573 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 1, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. /_/ Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - --------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 - --------------------- ------------------ CUSIP No. 769627 10 0 13D Page 2 of 13 Pages - --------------------- ------------------ - -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Donald J. Trump - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 350,000 PERSON WITH ----------------------------------------------------- 8 Shared Voting Power 0 ----------------------------------------------------- 9 Sole Dispositive Power 350,000 ----------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 350,000 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.8% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - --------------------- ------------------ CUSIP No. 769627 10 0 13D Page 3 of 13 Pages - --------------------- ------------------ - -------------------------------------------------------------------------------- 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Trump Hotels & Casino Resorts Holdings, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 350,000 PERSON WITH ----------------------------------------------------- 8 Shared Voting Power 0 ----------------------------------------------------- 9 Sole Dispositive Power 350,000 ----------------------------------------------------- 10 Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 350,000 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 9.8% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) PN ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.001 per share, of Riviera Holdings Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed on behalf of Donald J. Trump and Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings"). THCR Holdings may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer reported in this Schedule 13D pursuant to the Option (as defined in Item 3). Pursuant to the general instructions to Schedule 13D, information pertaining to Donald J. Trump, THCR Holdings, Trump Hotels & Casino Resorts, Inc., the sole general partner of THCR Holdings ("THCR"), and the executive officers and directors of THCR is included herein. I. (a) Name: Donald J. Trump (b) Business Address: 725 Fifth Avenue, New York, NY 10022 (c) Present Principal Occupation: Mr. Trump is currently the Chairman, President and Chief Executive Officer of: (i) THCR, a publicly-traded corporation (NYSE: DJT) which, through THCR Holdings and subsidiaries thereof, owns and/or manages five casino hotels and whose executive offices are located at 1000 Boardwalk, Atlantic City, NJ 08401; and (ii) the Trump Organization, a privately-held real estate development corporation whose executive offices are located at 725 Fifth Avenue, New York, NY 10022. (d) Mr. Trump has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Trump was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America II. (a) Name: Trump Hotels & Casino Resorts Holdings, L.P. (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: THCR Holdings and subsidiaries thereof own and/or manage five casino hotels, and THCR Holdings' executive offices are located at 1000 Boardwalk, Atlantic City, NJ 08401. (d) THCR Holdings has not, during the last five years, been convicted in a criminal proceeding. (e) During the last five years, THCR Holdings was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: Delaware III. (a) Name: Trump Hotels & Casino Resorts, Inc. (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: THCR is a publicly-traded corporation (NYSE: DJT) which, through THCR Holdings and subsidiaries thereof, owns and/or manages five casino hotels and whose executive offices are located at 1000 Boardwalk, Atlantic City, NJ 08401. (d) THCR has not, during the last five years, been convicted in a criminal proceeding. page 4 of 13 (e) As previously reported in THCR's reports filed with the SEC, THCR, without admitting any of the allegations, entered into an offer of settlement, dated January 10, 2002 (the "Offer"), with the SEC in connection with a press release issued by THCR in 1999. Pursuant to the Offer, THCR covenanted to cease and desist from committing or causing any violations of Section 10(b) of the Act. On January 16, 2002, the Commission issued an order accepting the Offer. (f) Citizenship: Delaware IV. (a) Name: Mark A. Brown (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Brown is currently the Chief Operating Officer of THCR. (d) Mr. Brown has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Brown was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America V. (a) Name: Robert M. Pickus (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Pickus is currently the Executive Vice President, Secretary and General Counsel of THCR. (d) Mr. Pickus has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Pickus was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America Page 5 of 13 VI. (a) Name: Francis X. McCarthy, Jr. (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. McCarthy is currently the Executive Vice President of Corporate Finance and the Chief Financial Officer of THCR. (d) Mr. McCarthy has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. McCarthy was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America VII. (a) Name: John P. Burke (b) Business Address: 725 Fifth Avenue, New York, NY 10022 (c) Present Principal Occupation: Mr. Burke is currently the Executive Vice President and Corporate Treasurer of THCR. (d) Mr. Burke has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Burke was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America VIII. (a) Name: Joseph A. Fusco (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Fusco is currently the Executive Vice President of Government Relations and Regulatory Affairs of THCR. (d) Mr. Fusco has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Fusco was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future Page 6 of 13 violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America IX. (a) Name: Wallace B. Askins (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Askins currently serves as a member of the Board of Directors of THCR. (d) Mr. Askins has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Askins was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America X. (a) Name: Don M. Thomas (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Thomas is a member of the Board of Directors of THCR. Mr. Thomas also serves as the Senior Vice President of Corporate Affairs of the Pepsi-Cola Bottling Co. of New York whose executive offices are located at 50-35 56th Road, Maspeth, New York, 11378. (d) Mr. Thomas has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Thomas was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America XI. (a) Name: Peter M. Ryan (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. Ryan is currently a member of the Board of Directors of THCR. Mr. Ryan also serves as the President of each of The Marlin Group, LLC and The Brookwood Carrington Fund, LLC, real estate advisory groups whose principal executive offices are located at 101 Park Avenue, New York, NY 10178. Page 7 of 13 (d) Mr. Ryan has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Ryan was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America XII. (a) Name: Robert J. McGuire (b) Business Address: 1000 Boardwalk, Atlantic City, NJ 08401 (c) Present Principal Occupation: Mr. McGuire is currently a member of the Board of Directors of THCR. Mr. McGuire is also Counsel to Morvillo, Abramowitz, Grand, Iason & Silberberg, P.C., a New York law firm located at 565 Fifth Avenue, New York, NY 10017. (d) Mr. McGuire has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. McGuire was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which the result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. I. Mr. Trump purchased 350,000 shares of Common Stock of the Issuer (the "Trump-Riviera Shares") for a purchase price of $2,275,000, net of brokerage commissions. The source of the funds was Mr. Trump's personal resources. II. On July 10, 2002, Trump granted, at no cost, THCR Holdings a one-year option (the "Option") to purchase the Trump-Riviera Shares at a purchase price equal to the greater of (i) Mr. Trump's cost of acquiring the Trump-Riviera Shares or (ii) the fair market value of the Trump-Riviera Shares based upon the 20 trading day average closing price of the shares of Common Stock of the Issuer as reported on the American Stock Exchange preceding the exercise of the Option. If the Option is exercised, the source of the funds is anticipated to be working capital of THCR Holdings. III. THCR, by virtue of being the general partner of THCR Holdings, will be deemed to beneficially own the Trump-Riviera Shares upon THCR Holdings' exercise of the Option. Page 8 of 13 IV. None of Messrs. Brown, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan or McGuire currently beneficially own any securities of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. I. Mr. Trump purchased the Trump-Riviera Shares for investment purposes. Mr. Trump has no current plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer other than pursuant to the Option; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. II. If THCR Holdings exercises the Option, THCR Holdings and THCR will hold the Trump-Riviera Shares for investment purposes. Neither THCR Holdings nor THCR has any current plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer other than pursuant to the Option; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; Page 9 of 13 (d) Any change in the present Board of Directors of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. III. None of Messrs. Brown, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire currently have plans or proposals which relate to or would result in any of the following: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or any actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or Page 10 of 13 (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. I. (a) After purchasing the Trump-Riviera Shares, Mr. Trump owns an aggregate number of 350,000 shares of Common Stock of the Issuer which consists of 9.8% of the entire class. (b) Mr. Trump has the sole power to vote and dispose of all the Trump-Riviera Shares. (c) On July 1, 2002, Mr. Trump purchased the Trump-Riviera Shares on the open market at a purchase price of $6.50 per share, or an aggregate of $2,275,000, net of brokerage commissions. (d) Not applicable. (e) Not applicable. II. (a) By reason of the Option, THCR Holdings may be deemed to beneficially own the Trump-Riviera Shares. THCR, by virtue of being the sole general partner of THCR Holdings, may also be deemed to be the beneficial owner of the Trump-Riviera Shares. (b) Upon the exercise of the Option, THCR Holdings and THCR would have the sole voting and dispositive power with respect to the Trump-Riviera Shares. (c) On July 10, 2002, Mr. Trump granted, at no cost, THCR Holdings the Option to purchase the Trump-Riviera Shares at a purchase price equal to the greater of (i) Mr. Trump's cost of acquiring the Trump-Riviera Shares or (ii) the fair market value of the Trump-Riviera Shares based upon the 20 trading day average closing price of the shares of Common Stock of the Issuer as reported on the American Stock Exchange preceding the exercise of the Option. (d) Not applicable. (e) Not applicable. III. (a) None of Messrs. Brown, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire beneficially own any shares of Common Stock of the Issuer. (b) None of Messrs. Brown, Pickus, McCarthy, Burke, Fusco, Askins, Thomas, Ryan and/or McGuire have sole or shared voting or dispositive power with respect to the Trump-Riviera Shares. (c) None. Page 11 of 13 (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On July 10, 2002, Mr. Trump granted, at no cost, THCR Holdings the Option to purchase the Trump-Riviera Shares at a purchase price equal to the greater of (i) Mr. Trump's cost of acquiring the Trump-Riviera Shares or (ii) the fair market value of the Trump-Riviera Shares based upon the 20 trading day average closing price of the shares of Common Stock of the Issuer as reported on the American Stock Exchange preceding the exercise of the Option. A copy of the Option is filed as an exhibit to this Schedule 13D. By virtue of being the general partner of THCR Holdings, THCR will be deemed to beneficially own the Trump-Riviera Shares upon THCR Holdings' exercise of the Option. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A. Agreement, dated July 10, 2002, between Donald J. Trump and Trump Hotels & Casino Resorts Holdings, L.P. (regarding joint filing of Schedule 13D). Exhibit B. Option, dated July 10, 2002, from Donald J. Trump to Trump Hotels & Casino Resorts Holdings, L.P. Page 12 of 13 SIGNATURE After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 10, 2002 /s/ DONALD J. TRUMP ----------------------------------------------------- Donald J. Trump TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: TRUMP HOTELS & CASINO RESORTS, INC., its general partner /s/ ROBERT M. PICKUS --------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel Page 13 of 13 EX-99.(A) 3 dex99a.txt AGREEMENT, DATED JULY 10, 2002 Exhibit A --------- AGREEMENT The undersigned parties do hereby agree that a Schedule 13D, and any amendment thereto, pertaining to the shares of Common Stock of RIVIERA HOLDINGS CORPORATION beneficially owned by said parties shall be jointly filed on behalf of each of the undersigned. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement this 10th day of July 2002. /s/ DONALD J. TRUMP --------------------------------------------- Donald J. Trump TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P. By: TRUMP HOTELS & CASINO RESORTS, INC., its general partner /s/ ROBERT M. PICKUS -------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel EX-99.(B) 4 dex99b.txt OPTION, DATED JULY 10, 2002 Exhibit B ------------------------------------ OPTION AGREEMENT dated as of July 10, 2002 between Donald J. Trump and Trump Hotels & Casino Resorts Holdings, L.P. -------------------------------- Purchase Option for Common Stock of Riviera Holdings Corporation -------------------------------- ------------------------------------ 1 OPTION AGREEMENT THIS OPTION AGREEMENT (this "Option Agreement") is made and entered into as of the 10th day of July 2002 between DONALD J. TRUMP ("Seller"), and TRUMP HOTELS & CASINO RESORTS, L.P., a Delaware limited partnership ("Buyer"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller has recently acquired 350,000 shares (the "Option Shares") of Common Stock, par value $0.001 per share, of Riviera Holdings Corporation ("Common Stock"), a Nevada corporation ("RHC"), and desires that Buyer have an option to acquire the Option Shares on the terms hereinafter set forth. NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, Seller and Buyer agree as follows: SECTION 1 GRANT OF OPTION SECTION 1.1 Seller hereby grants and conveys to Buyer for the period herein specified the irrevocable right and option (the "Option") to purchase all, but not less than all, of the Option Shares from Seller at the Purchase Price hereinafter specified, subject to the provisions of Section 5.4 hereof. SECTION 2 OPTION PERIOD SECTION 2.1 The Option may be exercised by Buyer, in the manner specified in Section 3 hereof, at any time after the date hereof and prior to 5:00 p.m., New York City time, on July 9, 2003. Such expiration date of the Option is referred to herein as the "Expiration Date" and the period from the date hereof to the Expiration Date is referred to as the "Option Period." The Option Period may be extended by mutual agreement of the parties hereto. SECTION 2.2 If the Option has not been exercised by Buyer prior to the Expiration Date, the Option shall automatically expire and be of no further force or effect. The date of any exercise of the Option by Buyer, in the manner specified in Section 3 hereof, is referred to in this Option Agreement as the "Exercise Date." 2 SECTION 3 EXERCISE OF THE OPTION SECTION 3.1 Buyer shall exercise the Option by giving written notice thereof to Buyer as specified in Section 6 hereof (the "Option Notice") to Seller prior to the Expiration Date setting forth the date and time when the closing of the purchase and sale of the Option Shares shall occur (the "Option Closing"). The Option Closing shall occur in New York, New York on a business date that occurs not earlier than five business days after nor later than ten business days after the date that the Option Notice is given to Seller. The Option Notice shall specify the date, time and place of the Option Closing in accordance with the foregoing and the Purchase Price for the Option Shares determined as provided in Section 4 hereof. SECTION 4 SALE AND PURCHASE OF OPTION SHARES SECTION 4.1 At the Option Closing Seller shall sell all, but not less than all, of the Option Shares to Buyer, and Buyer shall purchase all, but not less than all, of the Option Shares from Seller for a purchase price (the "Purchase Price") payable in cash to Seller equal to the greater of (x) $2,275,000 (the amount paid by Seller for the Option Shares) plus any brokerage and/or other commissions and/or fees incurred by the Seller in acquiring the Option Shares or (y) the Fair Market Value of the Option Shares on the date that the Option Notice is delivered to Seller. For purposes hereof, the term "Fair Market Value" shall mean the average of the closing sale price of RHC Common Stock on the American Stock Exchange on each of the 20 trading days immediately preceding the date of the Option Notice. If RCH Common Stock is not so listed, then the Fair Market Value of the Option Shares shall be determined by other equitable means agreed upon by the parties. At the Option Closing, Seller shall deliver certificates representing the Option Shares duly endorsed to Buyer free and clear of any liens or adverse claims thereto created by Seller. Buyer shall pay applicable transfer taxes required by law in respect of the purchase of the Option Shares at the Option Closing. SECTION 5 REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER; COVENANTS AND AGREEMENTS OF BUYER AND SELLER SECTION 5.1 Buyer represents and warrants to Seller that the execution and delivery of this Option Agreement (a) does not require prior notice to or authorization, consent or approval of, any courts, regulatory authorities, creditors or indenture trustees or (b) has been approved by them. SECTION 5.2 Seller represents and warrants to Buyer that the Seller owns good, valid and clear title to the Option Shares, free and clear of any pledge, security interest, restriction, lien, assessment or encumbrance. 3 SECTION 5.3 Seller hereby further covenants and agrees that from and after the date hereof until the Option Closing Date Seller shall not grant or otherwise create or consent to or permit the creation of any pledge, security interest, restriction, lien, assessment or encumbrance affecting the Option Shares or any portion or portions thereof. SECTION 5.4 (i) Notwithstanding the provisions of Section 5.3 hereof, Seller may sell, assign, hypothecate or otherwise transfer, either directly or indirectly ("Transfer"), all (but not less than all) of the Option Shares to a third party prior to receiving the Option Notice; subject to the provisions of clause (ii) below. (ii) Right of First Refusal. (A) Transfer Restriction. Seller shall not Transfer the Option Shares unless Seller shall have first made an offer to sell the Option Shares to the Buyer as contemplated in this Section 5.4(ii), and such offer shall not have been accepted. (B) Offer by Seller. Prior to offering to Transfer the Option Shares to any third party, the Seller shall make an offer to the Buyer. Such offer shall be in writing, stating the Seller's intention to Transfer the Option Shares to a third party and the terms pursuant to which it is willing to make such Transfer, including the purchase price. The purchase price specified must be cash or cash equivalent. (C) Acceptance Period. Buyer shall have a period of five business days after the receipt of the offer described in Section 5.4(ii)(B) to either accept or decline the offer (the "Acceptance Period"). If the Buyer does not respond by the expiration of the Acceptance Period, Buyer shall be deemed to have rejected the offer. (D) Third-Party Sale. If the Buyer rejects the offer (or is deemed to have rejected the offer pursuant to Section 5.4(ii)(C)), Seller may Transfer the Option Shares on terms as set forth in the offer and such Transfer shall terminate the Option. Any changes in the purchase price of the Option Shares shall be deemed to be a new offer. SECTION 6 NOTICES SECTION 6.1 All communications, notices and disclosures required or permitted by this Option Agreement shall be in writing and shall be deemed to have been given at the earlier of the date when actually delivered to the other party at the address below, or when deposited in the United States mail, certified or registered mail, postage prepaid, return receipt requested by personal delivery or with a nationally recognized overnight delivery service with signed receipt, and addressed as follows, unless and until either of such parties notifies the other in accordance with this Section of a change of address: 4 If to Seller: Donald J. Trump 725 Fifth Avenue New York, NY 10022 Copy to: Bernard Diamond, Esq. 725 Fifth Avenue New York, NY 10022 If to Buyer: Trump Hotels & Casino Resorts, Inc. (General Partner of Trump Hotels & Casino Resorts Holdings, LP) 1000 Boardwalk at Virginia Avenue Atlantic City, NJ 08401 Attention: Robert M. Pickus, Esq. Copy to: LeBoeuf, Lamb, Greene & MacRae, LLP 125 West 55th Street New York, New York 10019 Attention: Theodore LaPier, Esq. SECTION 7 ASSIGNMENT AND BINDING EFFECT Section 7.1 Buyer's rights, interests and obligations under this Option Agreement may not be sold or assigned except with the prior written consent of Seller, other than to Trump Hotels & Casino Resorts, Inc., or to any wholly-owned subsidiary of Buyer. The parties to this Option Agreement mutually agree that it shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. 5 SECTION 8 GENERAL PROVISIONS Section 8.1 No failure of either party to exercise any power given hereunder or to insist upon strict compliance with any obligation specified herein, and no custom or practice at variance with the terms hereof, shall constitute a waiver of any party's right to demand exact compliance with the terms hereof. This Option Agreement contains the entire agreement of the parties hereto, and no representations, inducements, promises or agreements, oral or otherwise, among the parties not embodied herein shall be of any force or effect. Any amendment to this Option Agreement shall not be binding upon any of the parties hereto unless such amendment is in writing and executed by all parties hereto. This Option Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement. Seller and Buyer agree that such documents as may be legally necessary or otherwise appropriate to carry out the terms of this Option Agreement shall be executed and delivered by each party at the Option Closing. SECTION 9 SEVERABILITY Section 9.1 This Option Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Option Agreement or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Option Agreement and the application of such provision to other persons or circumstances shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. SECTION 10 GOVERNING LAW Section 10.1 This Option Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New York, without regard to provisions governing conflicts of law. 6 IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement to be duly executed and delivered as a sealed instrument as of the day and year first above written. SELLER: /S/ DONALD J. TRUMP ------------------- Donald J. Trump BUYER: TRUMP HOTELS & CASINO RESORTS, LP By: TRUMP HOTELS & CASINO RESORTS, INC., its General Partner By: /S/ ROBERT M. PICKUS -------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel 7 -----END PRIVACY-ENHANCED MESSAGE-----