SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
RIVIERA HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
769627100
(CUSIP Number)
Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 734-5110
Attention: William L. Westerman
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom
300 S. Grand Avenue
Los Angeles, California 90071
(213) 687-5070
April 29, 1997
(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 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:
( )
Check the following box if a fee is being paid with this Statement:
( )
CUSIP No. 769627100 13D
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Allen E. Paulson
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
Not applicable (a) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Not applicable. ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
: (7) SOLE VOTING POWER
:
: 463,655
:
NUMBER OF SHARES BENEFICIALLY : (8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSON WITH : 0
:
: (9) SOLE DISPOSITIVE
:
: 463,655
:
:(10) SHARED DISPOSITIVE
:
: 0
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
463,655
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES ( )
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.4%
(14) TYPE OF REPORTING PERSON
IN
RIVIERA HOLDINGS CORPORATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common
stock (the "Common Stock"), par value $.001 per share, of Riviera
Holdings Corporation, a Nevada corporation (the "Company").
The principal executive offices of the Company are
located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Allen E. Paulson, an
individual (the "Reporting Person").
(b) The address of the Reporting Person is Del Mar
Country Club, 6001 Clubhouse Drive, Rancho Santa
Fe, California 92067.
(c) The Reporting Person is an industrial entrepreneur
affiliated with Paulson Enterprises, an investment
group, the principal executive offices of which
are located at Del Mar Country Club, 6001 Club-
house Drive, Rancho Santa Fe, California 92067.
(d) The Reporting Person has not, during the past five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misde-
meanors).
(e) The Reporting Person was not, during the past five
years, a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding was or is sub-
ject to a judgment, decree or final order enjoin-
ing future violations of, or prohibiting or man-
dating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) The Reporting Person is a citizen of the United
States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased 463,655 shares of
Common Stock of the Company with personal funds between December
2, 1996 and April 29, 1997.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired his interest in the
Common Stock for investment purposes.
The Reporting Person has been offered a one year option
(the "Option") to purchase, at a price of $15 per share, subject
to adjustment, all of the shares of Common Stock held by Morgens,
Waterfall, Vintiadis & Company, Inc. ("Morgens, Waterfall"),
Stein Roe & Farnham Incorporated ("Stein Roe") and Sun America
Life Insurance Company ("Sun America" and, together with Morgens,
Waterfall and Stein Roe, the "Option Offerors"). Morgens,
Waterfall or its principals are either investment advisors to, or
trustees or general partners of entities that are the owners of
1,272,560 shares, or 25.9% of the Common Stock. Stein Roe is the
investment advisor and an affiliate of Keyport Life Insurance
Co., which owns 857,160 shares, or 17.4% of the Common Stock.
Sun America is the owner of 761,920 shares, or 15.5% of the
Common Stock. The total number of shares offered under the
Option is 2,891,640 shares, or 58.8% of the Common Stock. Based
upon preliminary discussions with the Option Offerors and with
the Company, the Reporting Person is reviewing the offer and is
considering a transaction which would involve the acquisition of
the entire equity interest in the Company at substantially the
same price the Option Offerors would receive. The Reporting
Person's willingness to become involved with the Company will
depend upon, among other things, his discussions with the Company
and reaching a satisfactory basis upon which to proceed with the
transaction.
The Reporting Person has had and plans to hold further
discussions with the Option Offerors and with the Company with
respect to the above matters. There can be no assurance that any
such discussions will result in any transaction involving the
Reporting Person, the Option Offerors and the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 463,655
shares or 9.4% of the outstanding Common Stock of
the Company, based on a total of 4,916,280 shares
of Common Stock outstanding on April 14, 1997.
(b) The Reporting Person has the sole power to vote
and dispose of 463,655 shares of Common Stock.
(c) On April 29, 1997, the Reporting Person purchased
225,000 shares of Common Stock with personal funds
for his own account. The net purchase price per
share was $13.88 and the transaction was effected
on the open market. On April 15, 1997, the Re-
porting Person purchased 30,000 shares of Common
Stock with personal funds for his own account.
The net purchase price per share was $13.05 and
the transaction was effected on the open market.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
(a) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in this
statement is true, complete and correct.
May 07, 1997
______________________________
Date
/s/ Allen Eugene Paulson
______________________________
Signature
Allen Eugene Paulson
