SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________________ to
Commission file number 000-21430
Riviera Holdings Corporation
----------------------------
(Exact name of Registrant as specified in its charter)
Nevada 88-0296885
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (702) 794-9527
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No__
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE LAST FIVE YEARS
Indicate by check mark whether the Registrant has filed all documentation
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes __No__
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes___ No X
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.
As of May 12, 2003, there were 3,606,155 shares of Common Stock, $.001 par value
per share, outstanding.
1
EXPLANATORY NOTE
The purpose of this amendment is to file additional exhibits under Part II,
Item 6.
2
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) See list of exhibits on page 9.
(b) During the third quarter of 2002, the Company filed reports on Form
8-K on July 31, and September 19, 2002. Each Form 8-K reported Item Nos. 5 and 7
which, in the July 31, 2002 filing, included summary financial information for
the Company's second quarter.
3
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RIVIERA HOLDINGS CORPORATION
By: /s/ William L. Westerman
William L. Westerman
Chairman of the Board and
Chief Executive Officer
By: /s/ Duane Krohn
Duane Krohn
Treasurer and
Chief Financial Officer
Date: MAY 12, 2003
4
CERTIFICATIONS
I, William L. Westerman, certify that:
1. I have reviewed this first amended quarterly report on Form 10-Q of Riviera
Holdings Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
5
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
William L. Westerman
Chairman of the Board and
Chief Executive Officer
6
CERTIFICATIONS
I, Duane Krohn, certify that:
1. I have reviewed this first amended quarterly report on Form 10-Q of Riviera
Holdings Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
7
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 12, 2003
Duane Krohn
Treasurer and
Chief Financial Officer
8
Riviera Holdings Corporation
Form 10Q/A
(Amendment No. 1)
September 30, 2002
Exhibit No. Description
10.1* Loan and Security Agreement dated as of July 26, 2002 by and
among the Company and the other Borrower parties thereto, the
Guarantors parties thereto and Foothill Capital Corporation
(see Exhibit 10.30 to Registration Statement on Form S-4 filed
with the Commission on August 9, 2002)
10.2* Intercreditor Agreement dated as of July 26, 2002 by and
between The Bank of New York, as trustee, and Foothill Capital
Corporation (see Exhibit 10.31 to Registration Statement on
Form S-4 filed with the Commission on August 9, 2002)
10.3* Fee Letter, dated July 26, 2002, issued by the Company,
Riviera Black Hawk, Inc. and Riviera Operating Corporation to
Foothill Capital Corporation(see Exhibit 10.32 to Registration
Statement on Form S-4 filed with the Commission on August 9,
2002)
10.4* Intellectual Property Security Agreement dated as of July 26,
2002 by and between the Company and the other Debtors parties
thereto, and Foothill Capital Corporation (see Exhibit 10.33
to Registration Statement on Form S-4 filed with the
Commission on August 9, 2002)
10.5* Deed of Trust, Assignment of Rents, Leases, Fixture Filing and
Security Agreement dated July 26, 2002, executed by the
Company for the benefit of Foothill Capital Corporation (see
Exhibit 10.34 to Amendment No. 1 to Registration Statement on
Form S-4 filed with the Commission on August 26, 2002)
10.6* Environmental Indemnity dated July 26, 2002 from the Company
in favor of Foothill Capital Corporation (see Exhibit 10.35 to
Registration Statement on Form S-4 filed with the Commission
on August 9, 2002)
10.7* Continuing Guaranty dated July 26, 2002 by and among the
Company, the other Borrowers parties thereto and the
Guarantors parties thereto in favor of Foothill Capital
Corporation (see Exhibit 10.36 to Registration Statement on
Form S-4 filed with the Commission on August 9, 2002)
10.8* Subordination Agreement dated July 26, 2002 by and among the
Company and the other Creditors parties thereto in favor of
Foothill Capital Corporation (see Exhibit 10.37 to
Registration Statement on Form S-4 filed with the Commission
on August 9, 2002)
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10.9* Stock Pledge and Security Agreement dated July 26, 2002,
executed by the Company (see Exhibit 10.38 to Registration
Statement on Form S-4 filed with the Commission on August 9,
2002)
10.10* Stock Pledge and Security Agreement dated July 26, 2002,
executed by Riviera Operating Corporation (see Exhibit 10.39
to Registration Statement on Form S-4 filed with the
Commission on August 9, 2002)
10.11* Stock Pledge and Security Agreement dated July 26, 2002,
executed by Riviera Gaming Management, Inc. (see Exhibit 10.40
to Registration Statement on Form S-4 filed with the
Commission on August 9, 2002)
10.12* Deed of Trust to Public Trustee, Security Agreement, Fixture
Filing and Assignment of Rents, Leases and Leasehold Interests
dated July 26, 2002, executed by Riviera Black Hawk, Inc. for
the benefit of Foothill Capital Corporation (see Exhibit 10.41
to Amendment No. 1 to Registration Statement on Form S-4 filed
with the Commission on August 26, 2002)
10.13* Environmental Indemnity dated July 26, 2002 from the Company
and Riviera Black Hawk, Inc. in favor of Foothill Capital
Corporation (see Exhibit 10.42 to Registration Statement on
Form S-4 filed with the Commission on August 9, 2002)
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
* These are incorporated herein by reference as exhibits hereto. Following the
description of each such exhibit is a reference to it as it appeared in a
specified document previously filed with the Commission, to which there have
been no amendments or changes.
10