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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Riviera
Holdings Corporation
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class Securities)
(CUSIP
Number)
Plainfield
Asset Management LLC
555
Railroad Avenue
Greenwich,
CT 06830
Attention: General
Counsel
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communication)
Copies
to:
Boies,
Schiller & Flexner LLP
575
Lexington Avenue
New York,
NY 10022
Attention: Richard
Birns
Telephone: 212-446-2300
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. x
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7 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,
as amended (the “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).
CUSIP
No.
|
38388F108
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
Plainfield
Special Situations Master Fund Limited
FEIN
98-451872
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
OO
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
6
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
1,238,000
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
1,238,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,238,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.91%
|
14
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No.
|
38388F108
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
Plainfield
Asset Management LLC
FEIN
20-2332356
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
OO
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
1,238,000
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
1,238,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,238,000
|
12
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions) o
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.91%
|
14
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No.
|
38388F108
|
1
|
Name
of Reporting Person.
I.R.S.
IDENTIFICATION
Max
Holmes
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
|
3
|
SEC
Use Only
|
4
|
Source
of Funds (See Instructions)
OO
|
5
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
|
6
|
Citizenship
or Place of Organization
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
-0-
|
8
|
Shared
Voting Power
1,238,000
|
9
|
Sole
Dispositive Power
-0-
|
10
|
Shared
Dispositive Power
1,238,000
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,238,000
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
|
13
|
Percent
of Class Represented by Amount in Row (11)
9.91%
|
14
|
Type
of Reporting Person (See Instructions)
IN
|
Item 1. Security and the
Issuer
This
statement on Schedule 13D relates to the shares of Common Stock, par value
$0.001 per share (the “Common Shares”), of Riviera Holdings Corporation, a
Nevada corporation (the “Issuer”). The principal executive offices of
the Issuer are located at 2901 Las Vegas Boulevard South, Las Vegas, NV
89109. The Reporting Persons (as defined in Item 2 below) originally
filed a Schedule 13G on March 15, 2006, reporting beneficial ownership of Common
Shares, as amended by Amendment No. 1 filed on February 2, 2007 and Amendment
No. 2 filed on February 6, 2008 (the “Schedule 13G”).
Item 2. Identity and
Background
(a)-(f) This
statement is being filed jointly on behalf of the following persons
(collectively, the “Reporting Persons”): (i) Plainfield Special Situations
Master Fund Limited, a Cayman Islands exempted company (the “Master Fund”); (ii)
Plainfield Asset Management LLC, a Delaware limited liability company (“Asset
Management”); and (iii) Max Holmes, an individual.
The
Reporting Persons are filing jointly, and the agreement among the Reporting
Persons to file jointly was attached as Exhibit A to the Schedule 13G filed by
the Reporting Persons with respect to the Common Shares on March 15, 2006 and is
incorporated by reference herein.
Set forth
below is certain information relating to each of the Reporting
Persons:
(1)
Plainfield Special Situations Master Fund Limited
Master
Fund is a Cayman Islands exempted company. The principal activity of
Master Fund is to invest and trade in a wide variety of securities and financial
instruments. The principal business address of Master Fund is 55
Railroad Avenue, Greenwich, CT 06830. The
Manager of Master Fund is Asset Management. The Directors of Master
Fund are: Max Holmes, David Bree and Aldo Ghisletta (collectively referred to as
the “Master Fund Directors”). Max Holmes and David Bree are each
citizens of the United States of America. Aldo Ghisletta is a citizen of
Switzerland.
During
the last five years, neither Master Fund nor, to the best of Master Fund’s
knowledge, any of the Master Fund Directors has been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(2)
Plainfield Asset Management LLC
Asset
Management is a Delaware limited liability company. The principal
activity of Asset Management is to serve as a registered investment
adviser. The principal business address of Asset Management is 55
Railroad Avenue, Greenwich, CT 06830. The managing member and chief
investment officer of Asset Management is Max Holmes.
During
the last five years, Asset Management has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(3)
Max Holmes
Max
Holmes is a citizen of the United States of America. The business
address of Max Holmes is 55 Railroad Avenue, Greenwich, CT 06830. Max
Holmes is the managing member and chief investment officer of Asset
Management.
During
the last five years, Max Holmes has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining further violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or
Other Consideration
In
acquiring 1,219,400 Common
Shares owned by the Master Fund, the Master Fund expended approximately
$19,494,235 (excluding commissions) of its investment funds.
Item 4. Purpose of
Transaction
The
Master Fund made the purchases noted in Item 3 above for investment
purposes. The Master Fund
will review its investments in the Common Shares from time to time, and,
subject to applicable law and regulation and depending upon certain factors,
including, without limitation, the financial performance of the Issuer, the
availability and price of the Common Shares or other securities related to the
Issuer, and other general market and investment conditions, the Master Fund may
determine to:
●
|
acquire
additional Common Shares through open market purchases or
otherwise;
|
●
|
sell
Common Shares through the open market or otherwise; or
|
●
|
otherwise
engage or participate in a transaction with the purpose or effect of
changing or influencing the control of the
Issuer.
|
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that any Reporting Person
will take any such actions.
As part of the Master
Fund’s ongoing review of
its investments in the Common Shares, the Master Fund intends from time to time
to hold talks or discussions with, write letters to and respond to inquiries
from various parties, including, without limitation, the Issuer’s Board of
Directors, management or representatives, other shareholders and other persons
or entities, regarding the Issuer’s affairs and strategic
alternatives.
Based on
the above discussions or inquiries that the Master Fund may undertake from time
to time, and subject to applicable law and regulation and depending upon certain
factors, including, without limitation, the financial performance of the Issuer,
the availability and price of the Common Shares or other securities related to
the Issuer, and other general market investment conditions, the Master Fund may
determine to pursue various strategic alternatives in respect of their
investments in the Issuer. Such actions may include, without
limitation, direct or indirect participation in the following:
●
|
forming
and conducting potential strategic developments and plans related to the
Issuer;
|
●
|
seeking
representation on the Board of Directors of the Issuer;
|
●
|
making
recommendations to the Issuer’s Board of Directors and management of the
Issuer concerning various business strategies, mergers, acquisitions,
dispositions, dividend policy, capital structure, the provisions of the
Issuer’s Articles of Incorporation or Bylaws or other
matters;
|
●
|
restructuring
and effecting other significant transactions with respect to the
Issuer;
|
●
|
taking
any other actions that could have the purpose or effect of directly or
indirectly
changing or influencing control of the Issuer; or
|
●
|
providing
financing for any of the foregoing.
|
Such
transactions may take place at any time and without prior
notice. There can be no assurance, however, that the possible courses
of action expressed in the immediately preceding sentence will be pursued or, if
pursued, will be consummated by any Reporting Person. Except as
contemplated in this Item 4, no Reporting Person has any plans or proposals of
the types referred to in clauses (a) through (i) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the
Issuer
(a), (b)
Based upon the Issuer’s Form 10-Q, filed with the
Securities and Exchange Commission on August 11, 2008, there were 12,498,555
Common Shares issued and outstanding as of August 4,
2008. The 1,238,000 Common Shares beneficially
owned by the Master Fund (the “Master Fund Shares”) represent approximately
9.91% of the Common Shares issued and outstanding. The Master Fund
has the power to vote or to direct the vote of (and the power to dispose or
direct the disposition of) the Master Fund Shares.
Asset
Manager, as the Master Fund’s investment manager, may be deemed to have the
shared power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) the Master Fund Shares. Max Holmes, as
managing member and the chief investment officer of Asset Manager, may be deemed
to have the shared power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) the Master Fund Shares. None of
Asset Manager or Max Holmes owns any Common Shares directly, and each such
Reporting Person disclaims beneficial ownership of the Master Fund
Shares.
As of the date hereof, none of the Reporting Persons or, to the
best knowledge of any Reporting Person, any of the persons set forth in Item 2
owns any Common Shares other than those set forth in this Item 5.
Clause (c) of Item 5 of
Schedule 13D is not applicable.
(d) No
person other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Shares set forth above.
Clause
(e) of Item 5 of Schedule 13D is not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
Except
for the matters described herein, neither the Reporting Persons nor, to the best
knowledge of any Reporting Person, any of the persons listed in Item 2 has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
Item 7. Material to be filed as
Exhibits
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned’s knowledge and
belief, each of the undersigned, severally and not jointly, certifies that the
information set forth in this statement is true, complete and
correct.
Dated: August
11, 2008
PLAINFIELD
SPECIAL SITUATIONS MASTER
FUND LIMITED
|
|
|
By:
|
/s/Thomas
X. Fritsch |
|
Thomas
X. Fritsch
|
|
Authorized
Individual
|
PLAINFIELD
ASSET MANAGEMENT LLC
|
|
|
By:
|
/s/Thomas X. Fritsch |
|
Thomas
X. Fritsch
|
|
Managing
Director and General
Counsel
|
MAX
HOLMES
|
|
/s/Thomas X.
Fritsch
|
Thomas
X. Fritsch |
Attorney-in-Fact* |
*Duly
authorized pursuant to the Power of Attorney, dated February 1, 2007, by and on
behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact,
which Power of Attorney was attached as Exhibit A to Amendment No. 1 to the
Schedule 13G filed by the Reporting Persons with respect to the Common Shares on
February 2, 2007 and is incorporated by reference herein.