UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 29, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 794-9527
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On August 29, 2006, Riviera Holdings Corporation ("Riviera") announced
through a press release that Riviera's shareholders did not approve Riviera's
Agreement and Plan of Merger with Riv Acquisition Holdings Inc. A copy of that
press release is furnished as Exhibit 99 hereto. The information in this Item
7.01 and in Exhibit 99 hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1993, except
as and when expressly set forth by such specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits:
Exhibit 99 Riviera Holdings Corporation press release dated August 29, 2006
SIGNATURES
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 hereunto duly authorized.
Date: August 29, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefever
Mark Lefever
Treasurer and Chief Financial Officer
EXHIBIT 99
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 CONTACT: INVESTOR RELATIONS 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
E-mail: mlefever@theriviera.com E-mail: BetsyT@cableone.net
FOR IMMEDIATE RELEASE:
RIVIERA HOLDINGS CORPORATION ANNOUNCES THAT SHAREHOLDERS HAVE NOT APPROVED
MERGER AGREEMENT
LAS VEGAS, NEVADA, August 29, 2006 - Riviera Holdings Corporation (AMEX:RIV)
announced that at today's meeting of shareholders, shareholders did not approve
Riviera's Agreement and Plan of Merger with Riv Acquisition Holdings Inc.
("RAHI"), which would have provided for RAHI's acquisition of all of Riviera's
outstanding stock at $17 per share. Consequently, Riviera will notify RAHI of
the termination of the Agreement and Plan of Merger. William L. Westerman,
Riviera's Chief Executive Officer, said, "We regret that holders of the required
60% of our outstanding shares did not vote in favor of the merger, as our board
of directors recommended. We believe our board had a fiduciary duty to give our
shareholders the opportunity to vote on this transaction. Our management team
members will continue to dedicate their efforts to maximize shareholder value in
both the short run and the long run."
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. 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.