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): May 2, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other
jurisdiction of (Commission (IRS Employer
corporation) File Number) Identification No.)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal office) (Zip code)
Registrant's Telephone number, (702) 794-9237
including area code
------------------------
(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) [X] 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 2 - Financial Information
Item 2.02 - Results of Operations and Financial Condition.
On May 2, 2006, Riviera Holdings Corporation ("Riviera") announced
through a press release its first quarter 2006 financial results. A copy of the
press release disclosing those results is furnished as Exhibit 99 hereto. The
information in this Item 2.02 and 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
1933, except as and when expressly set forth by such specific reference in such
filing.
Section 8 - Other Events
Item 8.01 - Other Events.
William L. Westerman, Riviera's Chairman and Chief Executive Officer,
will make the following opening remarks in the May 2, 2006 conference call to be
held in conjunction with Riviera's release of first quarter financial results:
o As many of you know, on April 6, 2006, Riviera announced its agreement to
be acquired for $17 per share by Riv Acquisition Holdings Inc., which is
owned by an investor group led by Neil Bluhm, Barry Sternlicht, Brett
Torino and Paul Kanavos.
o Since April 6, 2006, there has been speculation in the media and in the
trading of Riviera's stock at levels well in excess of the agreed buyout
price. We know of no reason for such speculation other than the recent
heightened bidding activities related to another casino operator, Aztar
Corporation, and certain public statements by one of Riviera's larger
stockholders.
o We encourage all stockholders to review the proxy statement regarding
Riviera's transaction with Riv Acquisition Holdings Inc. and its investment
group when the proxy statement becomes publicly available. It will contain
important information concerning the contemplated transaction, including
the background of the transaction and the extensive process undertaken by
Riviera and its financial advisor to get an acquisition price for Riviera,
which we could recommend for stockholder approval. In the meantime, it is
important to understand that the process was conducted over several months,
and Riviera was assisted in the process by its financial advisor, which
made numerous contacts with third parties who were viewed as potential
strategic or financial buyers. Furthermore, since we announced on March
23, 2006 our discussions with the investor group for a possible acquisition
of Riviera at $17 per share, no other credible offers have emerged at any
price.
o We will not take any questions on the acquisition transaction on this
earning call.
o Again, we encourage you to read the proxy materials when they become
publicly available.
o I will now present my prepared remarks on the recent earnings and operating
performance of Riviera.
o Once again I wish to remind you that we will not be taking any questions on
the proposed acquisition transaction with Riv Acquisition Holdings Inc.
and the investor group.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The information in this Item 8.01 may be deemed solicitation material
with respect to the proposed acquisition of Riviera through a merger with Riv
Acquisition Inc., which is a wholly-owned subsidiary of Riv Acquisition Holdings
Inc. In connection with that proposed merger, Riviera will file a proxy
statement and other materials with the Securities and Exchange Commission (the
"SEC"). INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
OTHER MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Riviera and its officers and
directors may be deemed participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding such individuals
is included in Riviera's proxy statement relating to its 2005 annual meeting of
stockholders previously filed with the SEC, and will also be included in the
proxy statement relating to the merger when it becomes available. Investors may
obtain a free copy of the proxy statement relating to the merger and other
relevant documents when they become available, as well as other proxy statements
and materials concerning Riviera filed with the SEC, at the SEC's website at
www.sec.gov. Free copies of Riviera's SEC filings are also available on
Riviera's internet website at www.theriviera.com.
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 May 2, 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: May 2, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Tullio Marchionne
Secretary