As filed with the Securities and Exchange Commission on June 3, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Riviera Holdings Corporation
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(Exact name of Registrant as Specified in Its Charter)
Nevada 88-0296885
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(State of Incorporation or Organization) (IRS Employer Identification No.)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the Exchange securities pursuant to Section
Act and is effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. 9 Instruction A.(d), please check the
the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Contingent Value Rights
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Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of Riviera Holdings Corporation, a Nevada
corporation (the "Company"), has authorized the distribution of one Contingent
Value Right for each share of common stock, par value $.001 per share (the
"Common Stock"), of the Company issued and outstanding as of the close of
business on May 1, 1998 (the "Record Date"), other than shares of Common Stock
which are beneficially owned by the Excluded Stockholders. The "Excluded
Stockholders" are Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens") and
the investment accounts managed by Morgens, Keyport Life Insurance Company,
SunAmerica Life Insurance Company, each of the respective Associates and
Affiliates of the foregoing and the Paulson Entities. The "Paulson Entities" are
Mr. Allen E. Paulson, R&E Gaming ("R&E Gaming"), Riviera Acquisition Sub, Inc.
("RAS"), any Person of which more than five percent of any class of securities
are beneficially owned by Mr. Paulson, and any Affiliates, Associates, agents or
transferees of any of the foregoing. As of May 1, 1997, there were 1,769,793
issued and outstanding shares of Common Stock entitled to receive a Contingent
Value Right.
The Rights are being issued pursuant to the Contingent Value Rights
Agreement, dated as of May 1, 1998 (the "Rights Agreement"), between the Company
and American Stock Transfer & Trust Company, as agent (the "Agent"). Capitalized
terms used but not defined herein have the meanings ascribed to such terms in
the Rights Agreement.
Holders of Contingent Value Rights will be entitled to receive a pro rata
share of any Collected Amounts distributed by the Company on a distribution
date, with such distribution date to be determined by the Board of Directors of
the Company in its sole discretion. "Collected Amounts" mean the amounts paid to
or collected by the Company with respect to funds which were or which were
required to be, or as a substitute or replacement for funds or other collateral
which were or which were required to be, deposited into escrow pursuant to the
terms of an escrow agreement (the "Escrow Agreement") dated as of September 15,
1997, including any amendments or modifications thereto, among the Company, R&E
Gaming and State Street Bank and Trust of California, N.A., as escrow agent (the
"Escrow Agent").
The Escrow Agreement was entered into in connection with the Agreement and
Plan of Merger (the "Riviera Merger Agreement"), dated as of September 15, 1997,
entered into by the Company with R&E Gaming and RAS, entities controlled by Mr.
Paulson, which provided for the merger of the Company with RAS (the "Riviera
Merger"). In the Riviera Merger, holders of the Company's Common Stock would
have received $15 per share in cash for each share of the Company's Common Stock
owned by them, plus an amount equal to 7% per annum from June 1, 1997 to the
date of the Riviera Merger.
The Company entered into the Escrow Agreement in connection with the
Riviera Merger Agreement. The Escrow Agreement required R&E Gaming to deposit
into escrow, for the benefit of the Company's stockholders other than the
Excluded Stockholders, funds representing 20% of the $15 per share merger
consideration, plus monthly interest payments. The Majority Stockholders entered
into an Option and Voting Agreement with R&E Gaming providing for direct payment
to them of 20% of the $15 per share merger consideration, plus monthly interest
payments.
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Following the termination of the Riviera Merger Agreement, the Company is
currently pursuing recovery of the amounts held in escrow by the Escrow Agent,
which amounts consist of $653,346 in cash and a $5,172,427 Paulson letter of
credit (the "Letter of Credit"), issued by City National Bank ("CNB"), that was
scheduled to expire on June 10, 1998 but has been extended pursuant to an
amendment to the Escrow Agreement dated as of May 1, 1998.
Pursuant to the amended Escrow Agreement, the Letter of Credit is extended
from June 10, 1998 to May 1, 1999 and will roll over for successive one-year
periods unless CNB notifies the parties before March 1 of each year that it will
not extend for an additional year. Under the Agreement (i) the Company has
agreed to drop its demand for arbitration in Las Vegas, Nevada of the disputes
with R&E Gaming relating to the escrow funds and to resolve such disputes in an
action instituted by R&E Gaming against the Company and certain other parties in
the United States District Court for the Central District of California (the
"Federal Court Action") and (ii) R&E Gaming has agreed that, until the disputes
between R&E Gaming and the Company have been determined by a final order in the
Federal Court Action, the Letter of Credit will be in effect and if for any
reason it is going to expire, the Company will be entitled after the April 15th
immediately preceding the expiration, to have the Letter of Credit cashed and
held in escrow.
There can be no assurance as to how long it will take for a decision
relating to the escrow funds to be reached in the Federal Court Action or
whether such decision will be favorable to the Company and thereby to the
holders of Contingent Value Rights. The determination of whether any funds paid
to or collected by the Company constitute Collected Amounts shall be made by the
Board of Directors in its sole discretion. The Collateral Amounts, if any, may
be distributed from time to time, in whole or in part, as the Board of Directors
will determine. The Board of Directors shall have sole discretion regarding the
timing of any distribution of any and all Collected Amounts. The Board of
Directors may elect to delay the distribution of all Collected Amounts, if any,
until the Final Expiration Date. "The Final Expiration Date" means the date
publicly announced by the Company beyond which the Company will take no further
action with respect to any claim, action, litigation, arbitration or proceeding,
whether instituted by the Company or otherwise on behalf of the Company's
stockholders, relating to any Collected Amounts. The Board of Directors may
elect, in its discretion, to declare successive Distribution Record Dates for
the purpose of distributing the Distribution Amounts as the Collected Amounts,
if any, are paid to the Company. Distribution Amounts will be paid to the
holders of record of Contingent Value Rights on a Distribution Record Date to be
determined by the Board of Directors. After the Final Expiration Date, the
Rights Agreement shall cease to be in effect and the Contingent Value Rights
shall be null and void.
The Contingent Rights Agreement that provides that no holder, as such, of
any Contingent Value Right Certificate will be entitled to vote, receive
dividends or be deemed for any purpose the holder of Common Stock or other
securities of the Company. No holder of any Contingent Value Right Certificate,
as such, will have any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders, or to receive dividends or
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subscription rights, or otherwise. If at any time following the date of the
Rights Agreement, the Board of Directors determines after consulting with
outside counsel, that the probability of any future recovery of material funds
under any Collection Matter is, at the time of such determination, remote (as
such term is used the Statement of Financial Accounting Standards No. 5), then
the Board of Directors may direct the Company and its officers, employees and
agents to abandon any further efforts with respect to such Collection Matter.
The Contingent Value Rights do not constitute a debt or obligation of the
Company, and no holder, as such, of a Contingent Value Right Certificate shall
have any claim whatsoever against any assets of the Company.
No holder, as such, of a Contingent Value Right Certificate shall be
entitled to participate in any lawsuit, litigation, arbitration, claim or other
proceeding relating to the Escrow Agreement.
The Company shall report to holders of Contingent Value Right Certificates
and to the Internal Revenue Service with respect to the distribution of any
Collected Amounts. The Company intends for federal income tax purposes to treat
any such distributions as ordinary income to holders as of the date such amounts
are determined to be Collected Amounts. Collected Amounts will not be reported
as dividends or interest; however, the Company may be required to obtain
taxpayer identification numbers from holders to avoid Abackup withholding@ under
the Internal Revenue Code. To the extent advised by their tax advisors, the
Company may withhold federal, state or local taxes from such distributions as
required by law.
The Company may and the Agent shall, if the Company so directs, supplement
or amend any provision of the Rights Agreement without the approval of any
holders of the certificates representing Contingent Value Rights.
The actual terms of the Contingent Value Rights are established under and
set forth in the Rights Agreement. A conformed copy of the Rights Agreement and
a form of the certificate representing the Contingent Value Rights are filed as
exhibits hereto, and are hereby incorporated by reference. The foregoing
description of the Contingent Value Rights is qualified in its entirety by
reference to such exhibits.
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Item 2. Exhibits.
Exhibit Number Description of Exhibit
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1.0 Contingent Value Rights Agreement, dated as
of May 1, 1998, between Riviera Holdings
Corporation and American Stock Transfer &
Trust Company, as Agent.
2.0 Form of Contingent Value Rights Certificate (included
with Exhibit 1).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
RIVIERA HOLDINGS CORPORATION
Dated: June 1, 1998 By: /s/ Duane Krohn
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Duane Krohn
Chief Financial Officer
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