-----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, RIawPomAYycy/k4ZjovSn0J616riLdjMGiOsbgt41aFcDlOvBypFHIhxN3M72rC9 8R6nnxfFcR+1X9q0/6hu6w== 0001125282-06-001789.txt : 20060324 0001125282-06-001789.hdr.sgml : 20060324 20060324160806 ACCESSION NUMBER: 0001125282-06-001789 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 GROUP MEMBERS: D.E. SHAW & CO., L.L.C. GROUP MEMBERS: D.E. SHAW & CO., L.P. GROUP MEMBERS: DAVID E. SHAW FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50785 FILM NUMBER: 06709450 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 13G 1 b412384_sc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Riviera Holdings Corporation ---------------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 769627100 --------- (CUSIP Number) March 14, 2006 -------------- (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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. 769627100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw Laminar Portfolios, L.L.C. 01-0577802 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 957,800 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 957,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,800 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 769627100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.P. 13-3695715 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 983,000 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 983,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 983,200 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN CUSIP NO. 769627100 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) D. E. Shaw & Co., L.L.C. 13-3799946 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 957,800 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 957,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 957,800 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.7% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 769627100 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David E. Shaw 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY -0- EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 983,000 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 983,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 983,200 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ITEM 1. (a) NAME OF ISSUER: Riviera Holdings Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 2901 Las Vegas Boulevard South Las Vegas, Nevada 89109 ITEM 2. (a) NAME OF PERSON FILING: D. E. Shaw Laminar Portfolios, L.L.C. D. E. Shaw & Co., L.P. D. E. Shaw & Co., L.L.C. David E. Shaw (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036 (c) CITIZENSHIP: D. E. Shaw Laminar Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. (d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.001 par value (e) CUSIP NUMBER: 769627100 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP As of March 21, 2006: (a) Amount beneficially owned: D. E. Shaw Laminar Portfolios, L.L.C.: 957,800 shares D. E. Shaw & Co., L.P.: 983,200 shares This is composed of (i) 957,800 shares in the name of D. E. Shaw Laminar Portfolios, L.L.C., (ii) 25,200 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., and (iii) 200 shares under the management of D. E. Shaw Investment Management, L.L.C. D. E. Shaw & Co., L.L.C.: 957,800 shares This is composed of 957,800 shares in the name of D. E. Shaw Laminar Portfolios, L.L.C. David E. Shaw: 983,200 shares This is composed of (i) 957,800 shares in the name of D. E. Shaw Laminar Portfolios, L.L.C., (ii) 25,200 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., and (iii) 200 shares under the management of D. E. Shaw Investment Management, L.L.C. (b) Percent of class: D. E. Shaw Laminar Portfolio, L.L.C.: 7.7% D. E. Shaw & Co., L.P.: 7.9% D. E. Shaw & Co., L.L.C.: 7.7% David E. Shaw: 7.9% (c) Number of shares to which the person has: (i) Sole power to vote or to direct the vote: D. E. Shaw Laminar Portfolio, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw & Co., L.L.C.: -0- shares David E. Shaw: -0- shares (ii) Shared power to vote or to direct the vote: D. E. Shaw Laminar Portfolio, L.L.C.: 957,800 shares D. E. Shaw & Co., L.P.: 983,000 shares D. E. Shaw & Co., L.L.C.: 957,800 shares David E. Shaw: 983,000 shares (iii) Sole power to dispose or to direct the disposition of: D. E. Shaw Laminar Portfolio, L.L.C.: -0- shares D. E. Shaw & Co., L.P.: -0- shares D. E. Shaw & Co., L.L.C.: -0- shares David E. Shaw: -0- shares (iv) Shared power to dispose or to direct the disposition of: D. E. Shaw Laminar Portfolio, L.L.C.: 957,800 shares D. E. Shaw & Co., L.P.: 983,200 shares D. E. Shaw & Co., L.L.C.: 957,800 shares David E. Shaw: 983,200 shares David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Laminar Portfolios, L.L.C., and the managing member of D. E. Shaw Investment Management L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Laminar Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 983,000 shares, and the shared power to dispose or direct the disposition of 983,200 shares, the 983,200 shares as described above constituting 7.9% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 983,200 shares. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION By signing below, each of D. E. Shaw Laminar Portfolios, L.L.C., D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David E. Shaw certify that, to the best of such reporting person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004, granted by David E. Shaw in favor of Eric Wepsic, are attached hereto. Dated: March 24, 2006 D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Eric Wepsic ------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.P. By: /s/ Eric Wepsic ------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.L.C. By: /s/ Eric Wepsic --------------------- Eric Wepsic Managing Director David E. Shaw By: /s/ Eric Wepsic ------------------- Eric Wepsic Attorney-in-Fact for David E. Shaw EXHIBIT 1 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D.E. Shaw & Co., Inc. /s/ David E. Shaw New York, New York EXHIBIT 2 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc. /s/ David E. Shaw New York, New York EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Riviera Holdings Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 24th day of March, 2006. D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.P., as managing member By: /s/ Eric Wepsic ------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.P. By: /s/ Eric Wepsic ------------------- Eric Wepsic Managing Director D. E. Shaw & Co., L.L.C. By: /s/ Eric Wepsic ------------------- Eric Wepsic Managing Director David E. Shaw By: /s/ Eric Wepsic ------------------- Eric Wepsic Attorney-in-Fact for David E. Shaw -----END PRIVACY-ENHANCED MESSAGE-----