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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).
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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
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13. Percent of Class Represented by Amount in Row (11)
9.9%
14. Type of Reporting Person
IN
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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
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13. Percent of Class Represented by Amount in Row (11)
6.6%
14. Type of Reporting Person
PN (IA)
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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
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13. Percent of Class Represented by Amount in Row (11)
6.6%
14. Type of Reporting Person
PN
7
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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
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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
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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.
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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.
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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
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75252000.BB1
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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
