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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: Riviera Holdings Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 769 672 100
(Date of Event Which Requires Filing of this Statement)
December 31, 1999
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 Number: 769 672 100
1. Name of Reporting Person
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. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
0
6. Shared Voting Power:
515,970
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
515,970
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
515,970
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
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11. Percent of Class Represented by Amount in Row (9)
13.12%
12. Type of Reporting Person
IN
3
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
279,315
7. Sole Dispositive Power:
8. Shared Dispositive Power:
279,315
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
279,315
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
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11. Percent of Class Represented by Amount in Row (9)
7.10%
12. Type of Reporting Person
PN (IA)
5
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bennett Restructuring Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
279,315
7. Sole Dispositive Power:
8. Shared Dispositive Power:
279,315
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
279,315
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
6
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11. Percent of Class Represented by Amount in Row (9)
7.10%
12. Type of Reporting Person
PN
7
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bennett Offshore Restructuring Fund, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
236,655
7. Sole Dispositive Power:
8. Shared Dispositive Power:
236,655
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
236,655
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
8
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11. Percent of Class Represented by Amount in Row (9)
6.02%
12. Type of Reporting Person
CO
9
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Item 1(a) Name of Issuer: Riviera Holdings Corporation
(b) Address of Issuer's Principal Executive Offices:
2901 Las Vegas Boulevard
South Las Vegas, Nevada 89109
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
James D. Bennett
Restructuring Capital Associates, L.P.
Bennett Restructuring Fund, L.P.
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Bennett Offshore Restructuring Fund, Inc.
P.O. Box 2003 GT
Grand Pavilion Commercial Centre
Bougainvillea Way
802 West Bay Road
Grand Cayman, Cayman Islands
James D. Bennett - United States citizen
Restructuring Capital Associates, L.P. and Bennett
Restructuring Fund, L.P. - Delaware limited
partnerships
Bennett Offshore Restructuring Fund, Inc. - Cayman
Islands Exempted Company
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 769 672 100
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
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(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
With respect to Restructuring Capital
Associates, L.P.:
(e) /X/ Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
With respect to James D. Bennett and Bennett Restructuring
Fund, L.P.:
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
As of December 31, 1999:
(a) Amount Beneficially owned: James D. Bennett-
563,465; Bennett Restructuring Fund, L.P.-
326,810; Bennett Offshore Restructuring Fund
Inc.-236,555
(b) Percent of Class: James D. Bennett-12.45%;
Bennett Restructuring Fund L.P.-7.22%; Bennett
Offshore Restructuring Fund Inc.-5.23%
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(c) James D. Bennett: 563,465 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
563,465 shares with shared power to dispose or
to direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
Bennett Restructuring Fund, L.P.: 326,810
shares with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 326,810 shares with shared
power to dispose or to direct the disposition
of; 0 shares with the sole power to dispose or
to direct the disposition of
Bennett Offshore Restructuring Fund Inc.:
236,655 shares with shared power to vote or to
direct the vote; 0 shares with sole power to
vote or to direct the vote; 236,655 shares with
shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition of
As of February 14, 2000:
(a) Amount Beneficially Owned: James D. Bennett -
515,970; Restructuring Capital Associates, L.P.
and Bennett Restructuring Fund, L.P. - 279,315;
Bennett Offshore Restructuring Fund, Inc. -
236,655.
(b) Percent of Class: James D. Bennett - 13.12%;
Restructuring Capital Associates, L.P. and
Bennett Restructuring Fund, L.P. - 7.10%
Bennett Offshore Restructuring Fund, Inc. -
6.02%.
(c) James D. Bennett - 0 shares with shared power
to vote or to direct the vote; 515,970 shares
with sole power to vote or to direct the vote;
0 shares with shared power to dispose or to
direct the disposition of; 515,970 shares with
the sole power to dispose or to direct the
disposition of
Restructuring Capital Associates, L.P. and
Bennett Restructuring Fund, L.P. - 279,315
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shares with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 279,315 shares with shared
power to dispose or to direct the disposition
of; 0 shares with the sole power to dispose or
to direct the disposition of
Bennett Offshore Restructuring Fund, Inc. -
236,655 shares with shared power to vote on to
direct the vote; 0 shares with sole power to
vote or to direct the vote; 236,655 shares with
shared power to dispose or to direct the
disposition of; 0 shares with the sole power to
dispose or to direct the disposition or
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
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Item 10.
Certification for Rule 13d-1(b): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
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.
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:
James D. Bennett, President
February 14, 2000
Certification for Rule 13d-1(c): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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.
/s/ James D. Bennett
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
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By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:
James D. Bennett, President
Certification for Rule 13d-1(c): By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
BENNETT OFFSHORE RESTRUCTURING FUND, INC.
/s/ James D. Bennett
By:
James D. Bennett, Director
February 14, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
February 14, 2000 relating to the Common Stock of Riviera
Holdings Corporation shall be filed on behalf of the
undersigned.
/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
By: BENNETT OFFSHORE RESTRUCTURING
FUND, INC.
/s/ James D. Bennett
By: ______________________________
James D. Bennett, Director
75252000.BE4
