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): September 6, 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 September 6, 2006, Riviera Holdings Corporation ("Riviera")
announced through a press release that Riviera's board of directors has
terminated its consideration of the takeover proposal by International Gaming &
Entertainment, LLC, which Riviera had announced on August 8, 2006. 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 1933, 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 September 6, 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: September 6, 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: 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 TERMINATION OF ITS CONSIDERATION
OF INTERNATIONAL GAMING & ENTERTAINMENT'S TAKEOVER PROPOSAL
LAS VEGAS, NEVADA, September 6, 2006 - Riviera Holdings Corporation (AMEX:RIV)
today announced that its board of directors has unanimously decided to terminate
its consideration of the takeover proposal from International Gaming &
Entertainment, LLC ("IGE"), which Riviera had announced on August 8, 2006. After
that announcement, Riviera made a number of requests for further information
from IGE's representatives in order for Riviera's board of directors to evaluate
IGE's proposal, which called for the acquisition of all of Riviera's outstanding
stock for $20 per share. 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. IGE, however,
either did not respond to Riviera's requests or responded without providing
adequate information. This ultimately led Riviera's board to conclude that IGE
had not demonstrated its ability to complete the acquisition as proposed and,
therefore, the proposal did not warrant further consideration.
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.