4//SEC Filing
RIVIERA HOLDINGS CORP 4
Accession 0000914121-08-000732
CIK 0000899647operating
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 2:52 PM ET
Size
19.5 KB
Accession
0000914121-08-000732
Insider Transaction Report
Form 4
Nelson Mitchell J
10% Owner
Transactions
- Other
Common Stock, $0.001 par value per share
2008-10-14−161,758→ 1,248,605 total(indirect: See footnotes)
LEDY DAVID M
10% Owner
Transactions
- Other
Common Stock, $0.001 par value per share
2008-10-14−161,758→ 1,248,605 total(indirect: See footnotes)
Benson Thomas P
10% Owner
Transactions
- Other
Common Stock, $0.001 par value per share
2008-10-14−161,758→ 1,248,605 total(indirect: See footnotes)
SILVERMAN HARVEY
10% Owner
Transactions
- Other
Common Stock, $0.001 par value per share
2008-10-14−161,758→ 1,248,605 total(indirect: See footnotes)
Footnotes (10)
- [F1]This is a joint filing by Thomas P. Benson, Mitchell J. Nelson, David M. Ledy and Harvey Silverman (collectively, the "Reporting Persons"). The Reporting Persons are filing this Form 4 in connection with a Form 4 filed on an even date herewith by the persons listed in "Remarks" below. (cont'd in fn 2)
- [F10](cont'd from fn 9) Thomas P. Benson is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by other persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.
- [F2](cont'd from fn 1) On October 14, 2008, RH1, LLC ("RH1") entered into a Trust Agreement (the "Trust Agreement") with Ernest E. East (the "Trustee"). Pursuant to the terms of the Trust Agreement, RH1 transferred 161,758 shares of Common Stock (the "Trust Property") to the Trustee to be held in trust for a period of one year (unless extended by mutual agreement between the parties). Pursuant to the Trust Agreement, the Trustee will control all voting rights associated with such transferred shares of Common Stock while they remain in the Trustee's possession. The Trustee will also receive all dividends paid to the holders of such Common Stock while held in trust and is empowered to contribute such dividends to a charitable organization of the Trustee's choosing. (cont'd in fn 3)
- [F3](cont'd from fn 2) Until such contribution to a charitable organization, the Trustee is required to invest all such dividends received in short-term U.S. Government debt instruments. RH1 has the right to terminate and revoke the Trust Agreement at any time upon 120 days written notice. (cont'd in fn 4)
- [F4](cont'd from fn 3) In addition, RH1 has the right to terminate and revoke the Trust Agreement at any time upon fifteen days written notice if, among other reasons, during the pendency of the trust, the Company announces: (1) that the Company will hold a special shareholder meeting that requests a vote to directly or indirectly cause a sale or disposition of the Trust Property (either in whole or in part) in conjunction with a merger, bid proposal, or any business combination from any entity, or requests a vote to recapitalize the Company by issuing any new stock or class of preferred stock, or to consider a liquidation or reorganization of the Company; (2) that the Company will engage in a disposition of any significant portion of its assets; (3) that a meeting (cont'd in fn 5)
- [F5](cont'd from fn 4) of the Company shareholders will convene to vote upon an alternative slate of directors whose election would result in a change in control; or (4) that the Company is the subject of liquidation or reorganization. After RH1 transfers 161,758 shares to the Trustee to be held in trust, as previously described, RH1 may be deemed the direct beneficial owner of 256,536 shares of Common Stock, which represent approximately 2.05% of the outstanding shares of Common Stock as of August 4, 2008. (cont'd in fn 6)
- [F6](cont'd from fn 5) RH1 has sole voting and dispositive power over such Common Stock. As previously disclosed on Form 4 filed with the Securities and Exchange Commission on September 27, 2007, Flag Luxury Riv, LLC ("FLR") may be deemed the direct beneficial owner of 992,069 shares of Common Stock, which represent approximately 7.94% of the outstanding shares of Common Stock as of August 4, 2008. FLR has sole voting and dispositive power over such Common Stock. FX Luxury Realty, LLC ("FXLR"), as a member of FLR with a 100% equity interest in FLR, and as a member of RH1 with a 100% equity interest in RH1, may be deemed the indirect beneficial owner of 1,248,605 shares of Common Stock, which represent approximately 9.99% of the outstanding shares of Common Stock as of August 4, 2008. (cont'd in fn 7)
- [F7](cont'd from fn 6) FXLR has shared voting and dispositive power over such Common Stock. FX Real Estate & Entertainment, Inc. ("FXRE"), as the managing member of FXLR holding 100% of the common membership interests in FXLR, may be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Robert F.X. Sillerman, as Chairman and CEO of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 8)
- [F8](cont'd from fn 7) Paul C. Kanavos, as President of FLR and Director and President of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Brett Torino, as Chairman-Las Vegas Division of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Barry A. Shier, as Director and Chief Operating Officer of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 9)
- [F9](cont'd from fn 8) Thomas P. Benson, as Director, Executive Vice President and Chief Financial Officer of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Mitchell Nelson, as Executive Vice President, General Counsel, and Secretary of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. David M. Ledy, as a Director of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Harvey Silverman, as a Director of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 10)
Issuer
RIVIERA HOLDINGS CORP
CIK 0000899647
Entity typeoperating
IncorporatedNV
Related Parties
1- filerCIK 0000899647
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 2:52 PM ET
- Size
- 19.5 KB