As filed with the Securities and Exchange Commission on February 15, 2000.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Schedule 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
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RIVIERA HOLDINGS CORPORATION
(Name of Issuer)
RIVIERA HOLDINGS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $.001 per share
(Title of Class of Securities)
769 627 100
(CUSIP Number of Class of Securities)
William L. Westerman
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 734-5110
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
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Copy to:
Fredric J. Klink, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
(212) 698-3500
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December 28, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$4,425,000 $885
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* For the purpose of calculating the filing fee only, this amount is based on
the purchase of 590,000 shares of Common Stock, par value $.001 per share,
of Riviera Holdings Corporation (an increase of 90,000 shares from the
amount originally reported on December 28, 1999) at $7.50 per share.
** The amount of the filing fee equals 1/50th of one percent (1%) of the value
of the securities to be acquired.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: $750. Filing party: Riviera Holdings Corporation.
Form or Registration No.: Schedule 13E-4. Date Filed: December 28, 1999.
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This Amendment No. 1 (this "Amendment") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4, originally filed with the
Securities and Exchange Commission on December 28, 1999 (the "Schedule 13E-4")
which relates to the offer by Riviera Holdings Corporation, a Nevada corporation
(the "Company" or the "Issuer"), to purchase up to 500,000 shares (or such
lesser number of shares as are properly tendered) of its common stock, par value
$.001 per share, at a price of $7.50 per share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated December 28, 1999 (the "Offer to Purchase") and
in the related letter of transmittal ("Letter of Transmittal") (which, as
amended, supplemented or otherwise modified from time to time, together
constitute the "Offer"), and is intended to satisfy the reporting requirements
of Section 13(e) of the Securities and Exchange Act of 1934, as amended. Copies
of the Offer to Purchase and the related Letter of Transmittal were filed with
the Schedule 13E-4 as Exhibits (a)(1) and (a)(2) thereto, respectively.
ITEM 8. ADDITIONAL INFORMATION.
Item 8, Section (e) is hereby amended by adding the following:
The Offer expired at 12:00 midnight, New York City time, on February 2,
2000. Based on the final count by American Stock Transfer & Trust Company, the
Depositary for the Offer, 2,646,875 shares of the Company's common stock were
properly tendered pursuant to the Offer. Under the terms of the Offer, the
Company accepted for payment and purchased 590,000 Shares (an increase of 90,000
Shares from the amount originally announced on December 28, 1999) at $7.50 per
Share. The final proration factor for the Offer was 22.2%. Following the
purchase of Shares tendered and accepted for payment, the Company will have
approximately 3,933,021 Shares issued and outstanding.
On February 3, 2000, the Company issued a press release announcing the
preliminary results of the Offer and on February 14, 2000, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on February 3, 2000 and on February 14, 2000 are
attached hereto as Exhibits (a)(10) and (a)(11), respectively, and are
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following:
(a)(10) Press Release, dated February 3, 2000.
(a)(11) Press Release, dated February 14, 2000.
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SIGNATURE
After due 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.
Dated: February 15, 2000 RIVIERA HOLDINGS CORPORATION
By: /s/ William L. Westerman
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Name: William L. Westerman
Title: Chairman of the Board of Directors
and Chief Executive Officer
2
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(10) Press Release, dated February 3, 2000.
(a)(11) Press Release, dated February 14, 2000.
NEWS | Riviera Holdings Corporation
BULLETIN | 2901 Las Vegas Boulevard South
| Las Vegas, NV 89109
From: | Investor Relations: (800) 362-1460
FRB | Fax: (702) 794-9442
| Hotel: (702) 734-5110
| TRADED: AMEX - RIV
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The Financial Relations Board, Inc.
FOR FURTHER INFORMATION:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Duane Krohn, Secretary, Treasurer and CFO Don Markley, Virginia Turner (media)
(702) 794-9527 (415) 986-1591
Email: [email protected]
FOR IMMEDIATE RELEASE
INFORMATION AGENTS for the TENDER OFFER:
MacKenzie Partners
(800) 322-2885 or (212) 929-5500
RIVIERA HOLDINGS CORPORATION ANNOUNCES PRELIMINARY RESULTS
OF THE COMPANY'S $7.50 CASH TENDER OFFER
LAS VEGAS, NV- February 3, 2000 - Riviera Holdings Corporation (Amex: RIV)
announced today the preliminary results of its cash tender offer of $7.50 per
share which expired at midnight, Eastern Standard Time on February 2, 2000.
On a preliminary basis, 2,648,178 shares appear to have been tendered, including
shares delivered pursuant to Notice of Guaranteed Delivery. Since such number is
greater than the 590,000 shares the Company has agreed to purchase (an increase
of 90,000 shares from what was originally announced on December 28, 1999), the
shares to be purchased will be subject to proration. All proper tenders of less
than 100 shares will be fully purchased. Based on the preliminary count, subject
to final verification, the proration of other shares to be purchased is expected
to be approximately 22.3% of the shares tendered. The proration percentage may
change.
"We believe this response validates our rationale for repurchasing our shares,"
said Bill Westerman, Riviera's Chairman and CEO. "The limited market for our
shares and the low trading volumes have made it difficult for stockholders to
sell a substantial number of shares at prevailing market prices." The final
number of shares properly delivered and the number of odd lots included therein
will be calculated within the next few days. Payment for shares properly
tendered and accepted will be made as soon as practicable.
About Riviera Holdings
Riviera Holdings Corporation owns and operates the Riviera Hotel & Casino on the
Las Vegas Strip and has developed a casino in Black Hawk, Colorado. Riviera
Holdings Corporation is traded on the American Stock Exchange under the symbol
RIV.
For more information on Riviera via fax at no cost,
please call (800) PRO-INFO (201-432-6555 outside the U.S.), code RIV.
NEWS | Riviera Holdings Corporation
BULLETIN | 2901 Las Vegas Boulevard South
| Las Vegas, NV 89109
From: | Investor Relations: (800) 362-1460
FRB | Fax: (702) 794-9442
| Hotel: (702) 734-5110
| TRADED: AMEX - RIV
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The Financial Relations Board, Inc.
FOR FURTHER INFORMATION:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Duane Krohn, Secretary, Treasurer and CFO Don Markley, Virginia Turner (media)
(702) 794-9527 (415) 986-1591
Email: [email protected]
FOR IMMEDIATE RELEASE
INFORMATION AGENTS for the TENDER OFFER:
MacKenzie Partners
(800) 322-2885 or (212) 929-5500
RIVIERA HOLDINGS CORPORATION ANNOUNCES FINAL RESULTS
OF THE COMPANY'S $7.50 CASH TENDER OFFER
LAS VEGAS, NV- February 14, 2000 - Riviera Holdings Corporation (Amex: RIV)
announced today the final results of its cash tender offer of $7.50 per share
which expired at midnight, Eastern Standard Time on February 2, 2000.
A total of 2,646,875 shares of the Company's common stock were tendered, of
which the Company has accepted 590,000 shares for payment. Since more shares
were tendered than the 590,000 sought in the tender offer (500,000 original
shares plus 90,000 additional shares approved by the Board of Directors) those
shares to be purchased were subject to proration. Based on the final count, the
proration of shares to be purchased was 22.2% of the shares tendered, excluding
odd lot shares. Payment for shares properly tendered and accepted has been made
by the Company's transfer agent, American Stock Transfer and Trust.
About Riviera Holdings
Riviera Holdings Corporation owns and operates the Riviera Hotel & Casino on the
Las Vegas Strip and has developed a casino in Black Hawk, Colorado. Riviera
Holdings Corporation is traded on the American Stock Exchange under the symbol
RIV.
For more information on Riviera via fax at no cost,
please call (800) PRO-INFO (201-432-6555 outside the U.S.), code RIV.
