<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Riviera Holdings Corporation
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- ------------------------------------------------------------------------------
(Title of Class of Securities)
769627100
- ------------------------------------------------------------------------------
(CUSIP Number)
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 26, 2000
- --------------------------------------------------------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
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 disclosures provided in a prior cover page.
The information required on 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).
1 of 6
<PAGE> 2
CUSIP NO. 769627100 13D PAGE 1 OF 6 PAGES
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
William L. Westerman
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
Not Applicable (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
Not Applicable. [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
966,030
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
966,030
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,030 shares.
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
Not Applicable.
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- ------------------------------------------------------------------------------
2
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.001 per share,
of Riviera Holdings Corporation (the "Issuer"). The principal executive offices
of the Issuer are located at 2901 Las Vegas Boulevard South, Las Vegas, Nevada
89109.
ITEM. 2. Identity and Background.
(j) Name: William L. Westerman.
(k) Business Address: 2901 Las Vegas Blvd South, Las Vegas, Nv. 89109.
(l) Present Principal Occupation: President and Chairman of the Board
of Directors of Issuer.
(D) Mr. Westerman has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(E) During the last five years, Mr. Westerman was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which the result of such proceeding was or is subject to 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 violation with respect to such laws.
(j) Citizenship: United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Westerman acquired 346,030 shares of the Issuer for total
consideration of $2,595,225. The source of the funds was his personal
resources.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person may, from time to time, purchase additional shares
of the Issuer or sell shares of the Issuer depending on various factors
including market price and availability of shares. Subject to the foregoing and
the last sentence under this Item, the Reporting Person states that he purchased
shares of the Issuer for investment and he may pursue:
(a) The acquisition of additional securities of the Issuer or the
disposition of securities of the Issuer;
however, he has no plans or proposals which relate to or which would result in:
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
3
<PAGE> 4
(d) Any change in the present board of directors or management of the
Issuer or any or its subsidiaries, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
inter-dealer quotation system or a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
The Reporting Person intends continually to review his investment in the
securities of the Issuer and, based on such review and the circumstances may
form a plan or proposal which would relate to or result in one of the actions
enumerated in paragraphs (a) through (j) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) William L. Westerman has beneficial and legal ownership of 966,030
shares of the Issuer, of which 320,000 shares are unexercised options with an
option price of $13.63. Accordingly, Mr. Westerman may be deemed to own
beneficially a total of 966,030 shares of the Issuer, constituting 22.7% of the
Issuer's shares of common stock outstanding as of April 26, 2000.
(b) William L. Westerman has the sole power to vote and to dispose or
direct the disposition of 966,030 shares of the Issuer's common stock.
(c) Mr. Westerman made the following purchases of the Issuer's Common
Stock on the open market since February 18, 2000:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Date No. Shares Price/Share
---- ---------- -----------
Feb. 18, 2000 34,000 6.50
Feb. 18, 2000 1,000 6.4375
Feb. 23, 2000 793 6.00
Feb. 28, 2000 7 6.00
</TABLE>
4
<PAGE> 5
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
[INTENTIONALLY LEFT BLANK]
5
<PAGE> 6
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.
Date: May 3, 2000
/s/ William L. Westerman
6
