UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
RIVIERA HOLDINGS CORPORATION
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On August 23, 2006, Riviera Holdings Corporation issued the following
press release:
Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas NV 89109
Investor Relations: (800) 362-1460
TRADED: AMEX - RIV
www.rivierahotel.com
FOR FURTHER INFORMATION:
AT THE COMPANY: INVESTOR RELATIONS CONTACT:
CONTACT:
Mark Lefever, Treasurer and CFO Betsy Truax, Skorpus Consulting
(702) 794-9527 Voice (208) 241-3704 Voice
(702) 794-9442 Fax (208) 232-5317 Fax
Email: mlefever@theriviera.com Email: BetsyT@cableone.net
FOR IMMEDIATE RELEASE:
RIVIERA HOLDINGS CORPORATION ANNOUNCES IT HAS RECEIVED
INSUFFICIENT INFORMATION TO EVALUATE INTERNATIONAL GAMING &
ENTERTAINMENT'S COMPETING TAKEOVER PROPOSAL;
VOTE ON MERGER AGREEMENT WILL PROCEED AS SCHEDULED
LAS VEGAS, NEVADA, August 23, 2006 - Riviera Holdings Corporation
(AMEX:RIV) today announced that its board of directors has received insufficient
information from International Gaming & Entertainment, LLC ("IGE") to enable the
board to determine whether IGE's takeover proposal, which Riviera announced on
August 8, 2006 in connection with its postponement of the shareholder vote on
the merger agreement with Riv Acquisition Holdings Inc. ("RAHI"), is superior to
the RAHI agreement that provides for the acquisition of all of Riviera's
outstanding stock at $17 per share.
After the August 8 announcement of IGE's proposal to acquire all of
Riviera's outstanding stock at $20 per share, Riviera made a number of requests
for further information from IGE's representatives in order for Riviera's board
of directors to evaluate that proposal in relation to Riviera's merger agreement
with RAHI. The information requests pertained to, among other things, IGE's
equity investors, assurance of obtaining financing, and plans for obtaining the
necessary approvals to consummate the acquisition. Thus far Riviera has not
received the requested information and does not expect to receive it within the
time frame necessary to decide, prior to the August 29, 2006 shareholder vote on
the RAHI merger agreement, whether IGE's proposal is credible and superior to
the RAHI agreement. Also, Riviera and IGE have not agreed to the terms of
confidentiality agreements that would apply to the exchange of information among
them and their respective representatives. Furthermore, Riviera's discussions
with IGE since the August 8 announcement of IGE's competing takeover proposal
have not given Riviera confidence that a further postponement of the shareholder
vote on the RAHI agreement for any reasonable period of time would result in
Riviera's obtaining from IGE the information needed to determine if its takeover
proposal is superior.
Consequently, Riviera will proceed with the shareholder vote on the
RAHI merger agreement on August 29, 2006 at 1:00 p.m., PDT, and Riviera
maintains its support for that agreement, as previously announced.
Prior to the shareholder vote on the RAHI merger agreement, Riviera
will remain open to further discussions with IGE and will make an appropriate
announcement if the situation with IGE's proposal changes materially. Riviera
cautions its shareholders that there is no assurance Riviera will enter into an
acquisition agreement with IGE if shareholders do not approve the RAHI merger
agreement.
Riviera's merger agreement with RAHI appears in Appendix A to Riviera's
proxy statement for its annual meeting of shareholders, which was filed with the
Securities and Exchange Commission on July 3, 2006. Statements in this press
release concerning the merger agreement are qualified in their entirety by
reference to the complete merger agreement.
About Riviera Holdings Corporation
Riviera Holdings Corporation owns and operates the Riviera Hotel and
Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk,
Colorado. Riviera's stock is listed on the American Stock Exchange under the
symbol RIV.
Forward-Looking Statements
This news release contains "forward-looking statements," as that term
is defined in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include statements regarding the merger contemplated by Riviera's
merger agreement with RAHI; the shareholder vote on that merger agreement and
the requirement for regulatory approval of it; and Riviera's consideration of,
and future actions concerning, IGE's proposal. We caution you there is no
assurance that the merger with RAHI will be approved and consummated, nor is
there any assurance that IGE's competing proposal will lead to a definitive
agreement for an acquisition of Riviera. Moreover, even if Riviera enters into
such an agreement with IGE, the acquisition might not be consummated for a
variety of reasons, including the failure to obtain the requisite approvals of
shareholders and regulatory authorities. Although we believe that the
forward-looking statements in this news release are reasonable at the present
time, future results may be materially different from what is contained in our
forward-looking statements. We do not plan to update our forward-looking
statements even though our situation or plans may change in the future, unless
applicable law requires us to do so.