SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
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)
Mr. Allen E. Paulson
Del Mar Country Club
6001 Clubhouse Drive
Rancho Santa Fe, California 92067
(619) 759-5990
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
with a copy to:
Willie R. Barnes, Esq.
Musick, Peeler & Garrett llp
One Wilshire Boulevard
Suite 2000
Los Angeles, California 90017
(213) 629-7796
March 20, 1998
(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 paid with this Statement:
CUSIP No. 769627100 13D Page 2 of 4 pages
(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
Not Applicable
(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
Unites States of America
:(7) SOLE VOTING POWER
:
: 463,655
:
NUMBER OF SHARES BENEFICIALLY :(8) SHARED VOTING
OWNED BY EACH REPORTING :
PERSONS 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<PAGE>
CUSIP No. 769627100 13D Page 3 of 4 pages
RIVIERA HOLDINGS CORPORATION
SCHEDULE 13D
This Amendment No. 3 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") dated May 7, 1997, relating to the shares of commons
stock (the "Common Stock"), par value $.001 per share, of Riviera Holdings
Corporation, a Nevada corporation (the "Company"), and is being filed
pursuant to Rule 13d-2 under the Securities Exchange Act of 1934, as amended.
Unless otherwise indicated, each capitalized term used but not
otherwise defined herein shall have the meaning assigned to such term in the
Schedule 13D. The information set forth in the Exhibits hereto is hereby
expressly incorporated herein by reference and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
exhibits.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended and supplemented as follows:
On February 5, 1998, shareholders of Riviera Holdings Corporations
(the "Company") voted affirmatively to approve the Agreement and Plan of Merger
dated as of September 15, 1997 (the "Merger Agreement") pursuant to which
Riviera Acquisition Sub, Inc. ("RAS") a Nevada corporation and a wholly owned
subsidiary of R&E Gaming Corp. ("Gaming") would be merged with and into the
Company.
In addition to shareholder approval, consummation of the merger is
subject to a number of conditions, including, but not limited to the receipt of
regulatory approvals, including all necessary gaming approvals, and compliance
with specified conditions contained in the Merger Agreement and the Option and
Voting Agreement dated as of September 15, 1997 by and among Morgens, Waterfall,
Vintiadis & Company, Inc., Keyport Life Insurance Company and SunAmerica Life
Insurance Company.
On March 20, 1998, the Reporting Party advised the Company that the
Merger Agreement is void and unenforceable against Gaming and RAS, or
alternatively, of their intention to terminate the Merger Agreement pursuant to
Section 6.1(d) thereof. In this connection, Gaming and RAS have demanded
repayment of all monies and Letters of Credit delivered by Gaming and/or RAS in
connection with the Merger Agreement and the transactions contemplated thereby.
CUSIP No. 769627100 13D Page 4 of 4 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
April , 1998
/s/
Signature
Allen E. Paulson
