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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2005
OR
[] TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-21430
RIVIERA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0296885
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 734-5110
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock, $.001 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES NO X
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Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES NO X
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or amendment to this
Form 10-K. [ ]
Large accelerated filer ___ Accelerated filer X Non-accelerated filer ___
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES ___ NO X
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Based on the closing sale price of the registrant's common stock on the American
Stock Exchange on June 30, 2005, the aggregate market value of the common stock
held by non-affiliates of the registrant was approximately $206,500,000.
As of May 2, 2006 the number of outstanding shares of the registrant's common
stock was 12,451,755.
Documents incorporated by reference: None.
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Page 1 of 8 pages
Exhibit Index Appears on Page 8 Hereof
EXPLANATORY NOTE
The purpose of this Form 10-K/A is to amend Part III, Item 12 to report
an additional beneficial owner of more than 5% of our Common Stock, who was
inadvertently omitted from the Form 10-K/A that we filed on May 1, 2006.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Our Common Stock is listed on the American Stock Exchange ("Amex"). The
following table contains information regarding the beneficial ownership of our
Common Stock as of April 20, 2006, by (1) each of our directors and executive
officers, (2) all of our directors and executive officers as a group and (3)
each person who, to our knowledge, beneficially owns more than 5% of our
outstanding Common Stock (based on reports filed with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended, or upon information furnished to us). The percentage of our outstanding
Common Stock represented by each named person's stock ownership assumes the
exercise by such person of all stock options that are exercisable within 60 days
of April 20, 2006, but does not assume the exercise of stock options by any
other persons. The percentage of our outstanding Common Stock represented by the
stock ownership of all executive officers and directors as a group assumes the
exercise by all members of that group of their respective stock options that are
exercisable within 60 days of April 20, 2006, but does not assume the exercise
of options by any persons outside of that group. Except as indicated in the
footnotes to the table, each person listed below has sole voting and investment
power with respect to the shares set forth opposite such person's name.
Shares Beneficially Owned
Name Number Percentage
Directors and Executive Officers:
William L. Westerman(1)(2)(16) 1,096,286 8.8%
Jeffrey A. Silver (1)(3) 45,000 *
Paul A. Harvey(1)(4) 24,000 *
Vincent L. DiVito(1)(5) 19,000 *
James N. Land, Jr. (1) 16,000 *
Robert A. Vannucci (1)(6) 390,607 3.1%
Ronald P. Johnson(1)(7) 372,613 3.0%
Duane R. Krohn (1) (8) 333,092 2.7%
Tullio J. Marchionne(1)(9) 60,271 *
All directors and executive officers as a group(10) 2,356,869 18.6%
Beneficial Owners of More Than 5% of Our Common Stock
(other than Mr. Westerman):
D.E. Shaw & Co., L.P. and related parties(11) 1,219,900 9.8%
Plainfield Special Situations Master Fund Limited and
related parties(12) 1,056,800 8.5%
Galleon Management, L.L.C. and related parties(13) 830,000 6.7%
2
Riviera Holdings Corporation Employee Stock Ownership
Plan (ESOP)(14) 883,314 7.1%
Flag Luxury Properties, LLC, Paul Kanavos and related
parties (collectively, the "Flag Parties")(15)(16) 200,000 1.6%
Brett Torino and related parties (collectively, the
"Torino Parties")(15)(16) 200,000 1.6%
Barry Sternlicht and related parties (collectively, the
"Sternlicht/Starwood Parties")(15)(16) 423,200 3.4%
High Desert Gaming, LLC, Neil Bluhm, Greg Carlin and
related parties (collectively, the "High
Desert/Bluhm/Carlin Parties")(15)(16) 375,300 3.0%
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Total 1,198,500 9.6%
Triple Five Investco LLC and Syd Ghermezian(17) 1,184,050 9.5%
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o Less than 1%.
(1) The address for each director and executive officer is c/o Riviera
Holdings Corporation, 2901 Las Vegas Boulevard South, Las Vegas,
Nevada 89109.
(2) Includes 4,566 shares held through our ESOP.
(3) Includes 24,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options.
(4) Includes 18,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options.
(5) Includes 12,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options.
(6) Includes 120,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options, 3,776 shares under
our Deferred Compensation Plan and 5,302 shares held through our ESOP.
(7) Includes 30,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options, 82,470 shares under
our Deferred Compensation Plan and 5,302 shares held through the ESOP.
(8) Includes 5,559 shares under our Deferred Compensation Plan and 5,302
shares held through the ESOP. Mr. Krohn retired on May 2, 2006, at
which time 24,000 shares of restricted Common Stock that are included
in his stock ownership listing were canceled.
(9) Includes 36,000 shares which may be acquired within 60 days of April
20, 2006 upon the exercise of outstanding options and 2,971 shares
held through the ESOP.
(10) Includes a total of 240,000 shares which may be acquired by directors
and executive officers as a group within 60 days of April 20, 2006 upon
the exercise of outstanding options, 91,805 shares under our Deferred
Compensation Plan and 23,442 shares held through the ESOP. Upon Mr.
Krohn's retirement on May 2, 2006, 24,000 of his shares that are
included in this listing were canceled.
(11) D.E. Shaw & Co., L.P. ("DESCO LP") acts as investment adviser to D. E.
Shaw Laminar Portfolios, L.L.C. ("Laminar") and D.E. Shaw Valence
Portfolios, L.L.C. ("Valence"). DESCO LP is also the managing member of
Valence and D. E. Shaw Investment Management, L.L.C. ("DESIM LLC").
D.E. Shaw & Co., L.L.C. ("DESCO LLC") acts as managing member to
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Laminar. D. E. Shaw & Co., Inc. ("DESCO Inc.") is the general partner
of DESCO LP. D. E. Shaw & Co. II, Inc. ("DESCO II, Inc.") is the
managing member of DESCO LLC. David E. Shaw is the president and sole
shareholder of DESCO Inc. and DESCO II, Inc. The stock ownership
reported in the table is comprised of 1,194,500 shares held in the name
of Laminar; 25,200 shares held in the name of Valence; and 200 shares
under the management of DESIM LLC. The address of all of the persons
named above in this footnote is 120 West 45th Street, Floor 39, Tower
45, New York, New York 10036. This information is based on information
reported by Laminar, Valence, DESCO LLC, DESCO LP and Mr. Shaw in a
Schedule 13D filed with the SEC on April 11, 2006.
(12) Plainfield Asset Management LLC ("Asset Management") is the Manager of
Plainfield Special Situations Master Fund Limited ("Master Fund"),
which holds 1,056,800 shares. Max Holmes ("Holmes") is the chief
investment officer of Asset Management. Each of Holmes and Asset
Management may therefore be deemed a beneficial owner of the shares
held by Master Fund. The address of Master Fund, Asset Management and
Holmes is 55 Railroad Avenue, Greenwich, CT 06830. This information is
based on information reported by Master Fund, Asset Management and
Holmes in a Schedule 13G filed with the SEC on March 15, 2006.
(13) Pursuant to the partnership agreement of Galleon Captains Partners,
L.P., Galleon Healthcare Partners, L.P., Galleon Technology Partners
II, L.P., Galleon Explorers Partners, L.P., and Galleon Communication
Partners, L.P., Galleon Management, L.P. and Galleon Advisors, L.L.C.
share all investment and voting power with respect to securities held
by Galleon Captains Partners, L.P., Galleon Healthcare Partners, L.P.,
Galleon Technology Partners, L.P., Galleon Explorers Partners, L.P.,
and Galleon Communication Partners, L.P., and pursuant to an investment
management agreement, Galleon Management, L.P. has all investment and
voting power with respect to the securities held by Galleon Captains
Offshore, Ltd., Galleon Healthcare Offshore, Ltd., Galleon Technology
Offshore, Ltd., Galleon Communications Offshore, Ltd., Galleon
Explorers Offshore, Ltd., Galleon Admirals Offshore, Ltd. and Galleon
Buccaneers Offshore, Ltd. Raj Rajaratnam, as the managing member of
Galleon Management, L.L.C., controls Galleon Management, L.L.C., which,
as the general partner of Galleon Management, L.P., controls Galleon
Management, L.P. Raj Rajaratnam, as the managing member of Galleon
Advisors, L.L.C., also controls Galleon Advisors, L.L.C. The shares
reported herein by Raj Rajaratnam, Galleon Management, L.P., Galleon
Management, L.L.C., and Galleon Advisors, L.L.C. may be deemed
beneficially owned as a result of the purchase of such shares by
Galleon Captains Partners, L.P., Galleon Captains Offshore, Ltd.,
Galleon Technology Partners II, L.P., Galleon Technology Offshore,
Ltd., Galleon Healthcare Partners, L.P., Galleon Healthcare Offshore,
Ltd., Galleon Explorers Partners, L.P., Galleon Explorers Offshore,
Ltd., Galleon Communication Partners, L.P., Galleon Communication
Offshore, Ltd., Galleon Admirals Offshore, Ltd. and Galleon Buccaneers
Offshore, Ltd., as the case may be. Each of Raj Rajaratnam, Galleon
Management, L.P., Galleon Management, L.L.C., and Galleon Advisors,
L.L.C. disclaims beneficial ownership of the shares reported in the
table, except to the extent of any pecuniary interest therein. The
address of each of the persons named above, other than Galleon
Management, L.P., is c/o Galleon Management, L.P., 135 East 57th
Street, 16th Floor, New York, New York 10022. The address of Galleon
Management, L.P. is 135 East 57th Street, 16th Floor, New York, New
York 10022. This information is based on information reported by the
above parties in Amendment No. 1 to Schedule 13G filed with the SEC on
February 15, 2006.
4
(14) The trustee of the ESOP (the "Trustee") and its address are Marshall &
Ilsley Trust Company N.A., 1000 North Water Street, Suite 1200,
Milwaukee, Wisconsin 53202. All of the shares held by the ESOP are
voted on each proposal in proportion to the voting instructions
received by the Trustee from all ESOP participants who submit voting
instructions. For example, if (1) the ESOP holds 1,000 shares of our
Common Stock, (2) the Trustee receives voting instructions from
participants on whose behalf the ESOP holds only 500 shares, and (3)
those participants, in the aggregate, instruct the Trustee to vote 300
shares in favor of a proposal and 200 shares against it, then 600
shares held by the ESOP will be voted for the proposal and 400 shares
will be voted against it. Our Common Stock held by the ESOP on behalf
of our executive officers is reported in the ESOP's Common Stock
ownership listing as well as in the Common Stock ownership listings for
the respective executive officers and for executive officers and
directors as a group.
(15) The following is based on information reported in a Schedule 13D and
amendments thereto filed with the SEC, through April 6, 2006, jointly
by the Flag Parties, the Torino Parties, the Sternlicht/Starwood
Parties and the High Desert/Bluhm/Carlin Parties (collectively, the
"Joint Filing Parties"):
The Flag Parties consist of Flag Luxury Riv, LLC; Flag Luxury
Properties, LLC; MJX Flag Associates, LLC; Flag Leisure Group, LLC;
Sillerman Real Estate Ventures, LLC; Robert Sillerman; and Paul
Kanavos. Each of the Flag Parties is deemed a beneficial owner of
200,000 shares. The address of the Flag Parties is 650 Madison Ave.,
New York, NY 10022.
The Torino Parties consist of RH1, LLC; ONIROT Living Trust dated
6/20/2000; and Brett Torino. Each of the Torino Parties is deemed a
beneficial owner of 300,000 shares. The address of the Torino Parties
is 4455 Wagon Trail Ave., Las Vegas NV 89118.
The Sternlicht/Starwood Parties consist of Rivacq LLC; SOF U.S.
Hotel Co-Invest Holdings, L.L.C.; SOF-VII U.S. 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 VII-D-2, L.P.;
Starwood Capital Hospitality Fund I-1, L.P.; Starwood Capital
Hospitality Fund I-2, L.P.; SCF-VII Management, L.L.C.; SCG Hotel
Management, L.L.C.; Starwood Capital Group Global, LLC; and Barry
Sternlicht. Each of the Sternlicht/Starwood Parties is deemed a
beneficial owner of 300,000 shares, except Barry Sternlicht who
beneficially owns 423,200 shares. The address of the
Sternlicht/Starwood Parties, except Rivacq LLC, is 591 W. Putnam Ave.,
Greenwich, CT 06830. The address of Rivacq LLC is One World Financial
Center, New York, NY 10281.
The High Desert/Bluhm/Carlin Parties consist of High Desert
Gaming, LLC; LAMB Partners; LAMB, LLC; ISLE Investors, LLC ("ISLE");
Greg Carlin; and Neil Bluhm. Each of the High Desert/Bluhm/Carlin
Parties, except ISLE and Greg Carlin, is deemed a beneficial owner of
300,000 shares. ISLE beneficially owns 75,300 shares and Greg Carlin
beneficially owns 375,300 shares. The address of the High
Desert/Bluhm/Carlin Parties, except LAMB, LLC, is 900 North Michigan
Ave., Suite 1900, Chicago, IL 60611. The address of LAMB, LLC is 0223
Placer Lane, Aspen, CO 81612, P.O. Box 2147.
(16) Pursuant to a Stock Purchase Agreement, dated as of December 22, 2005
(the "Westerman Agreement"), upon the issuance of the requisite
approvals by Nevada gaming authorities, certain members of the Joint
Filing Parties will have (i) the right or obligation to purchase
substantially all of Mr. Westerman's shares of Common Stock and (ii) a
proxy to vote or direct the voting of Mr. Westerman's shares of Common
Stock in favor of an acquisition of the Company by members of the Joint
Filing Parties (an "Acquisition Transaction"). Mr. Westerman is also
obligated to vote his shares of Common Stock in favor of an Acquisition
Transaction. Those shares are reported as beneficially owned by Mr.
Westerman, not by the Joint Filing Parties. This information is based
on the Westerman Agreement, as contained in an exhibit in a Schedule
13D filed with the SEC by William L. Westerman on December 27, 2005 and
in a Schedule 13D filed with the SEC by the Joint Filing Parties on
December 28, 2005.
5
(17) Triple Five Investco LLC is the record owner of 1,138,600 shares of
Common Stock and Dominion Financial LLC is the record owner of 45,450
shares of Common Stock. Syd Ghermezian is the sole manager of these
entities, in which capacity he has voting and investment power over the
shares held by these entities; therefore, he is reported as a
beneficial owner of the 1,184,050 shares of Common Stock held of record
by the two entities. The address of Triple Five Investco LLC, Dominion
Financial LLC and Syd Ghermezian is 9440 West Sahara, Suite 240, Las
Vegas, NV 89117. This information is based on information reported by
the above parties in a Schedule 13G filed with the SEC on May 1, 2006.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) List of Financial Statements
The following is the list of Registered Public Accounting Firm Reports
and the Consolidated Financial Statements of the Company:
- Report of Independent Registered Public Accounting Firm on Internal Control
Over Financial Reporting.
- Report of Independent Registered Public Accounting Firm on the Consolidated
Financial Statements.
- Consolidated Balance Sheets as of December 31, 2005 and 2004.
- Consolidated Statements of Operations for the Years Ended December 31, 2005,
2004 and 2003.
- Consolidated Statements of Stockholders' Equity (Deficiency) for the Years
Ended December 31, 2005, 2004 and 2003.
- Consolidated Statements of Cash Flows for the Years Ended December 31, 2005,
2004 and 2003.
- Notes to Consolidated Financial Statements.
(a) (2) List of Financial Statement Schedules
No financial statement schedules have been filed herewith since they
are either not required, are not applicable, or the required
information is shown in the consolidated financial statements or
related notes.
(a) (3) List of Exhibits
The exhibits included in this Form 10-K/A are listed in the Exhibit
Index herein, which is incorporated by reference, and are in addition to the
exhibits in the Company's Form 10-K filed on March 15, 2006 and Form 10-K/A
filed on May 1, 2006 (collectively, the "Prior Filings").
(b) The exhibits required by Item 601 of Regulation S-K are included as
exhibits to this Form 10-K/A. Such exhibits are in addition to those included in
the Prior Filings.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RIVIERA HOLDINGS CORPORATION
By:/s/ WILLIAM L. WESTERMAN
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William L. Westerman
Chief Executive Officer, President
and interim Treasurer
(Principal Executive Officer)
May 3, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ WILLIAM L. WESTERMAN Chairman of the Board, Chief May 3, 2006
------------------------ Executive Officer, President
William L. Westerman and interim Treasurer (Principal
Executive Officer and Principal
Financial and Accounting Officer)
/s/ JEFFREY A. SILVER Director May 3, 2006
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Jeffrey A. Silver
/s/ PAUL A. HARVEY Director May 3, 2006
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Paul A. Harvey
/s/ VINCENT L. DIVITO Director May 3, 2006
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Vincent L. DiVito
/s/ JAMES N. LAND, JR. Director May 3, 2006
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James N. Land, Jr.
7
EXHIBIT INDEX
The exhibits listed below and included herein are in addition to the
exhibits listed and included in the Prior Filings.
Exhibit Number Description
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31.1 Certification of the Principal Executive Officer and Principal Financial
Officer of the Registrant pursuant to Exchange Act Rule 13a-14(a)
32.1 Certification of the Principal Executive Officer and Principal Financial
Officer of the Registrant pursuant to Exchange Act Rule 13a-14(b) and
18 U.S.C. 1350
8