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 Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 12, 2008
RIVIERA HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (702) 794-9237
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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))
Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2008, the Board of Directors (the "Board") of Riviera
Holdings Corporation (the "Company") approved a Salary Continuation
Agreement (the "Agreement") by and among the Company, Riviera Operating
Corporation ("ROC"), a wholly owned subsidiaries of the Company, and
William L. Westerman, the Company's Chief Executive Officer, President
and Chairman of the Board. The Agreement will be effective upon the
execution and delivery of the Agreement by Mr. Westerman and will
expire on December 31, 2009.
The Agreement entitles Mr. Westerman to 24 months of base salary and 24
months of health insurance benefits in the event ROC terminates Mr.
Westerman's employment without cause within 24 months after a change in
control of the Company.
The Agreement is substantially similar to the Salary Continuation
Agreements reported on Form 8-k, filed June 2, 2008, that the Company,
ROC and RBH, as applicable, entered into with two executive officers
and 59 significant employees.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensation Arrangements of
Certain Officers
(e) Item 1.01 is incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On August 12, 2008, the Board amended and restated Article I, Section
1.08(g) of the Company's Bylaws to implement and clarify vote
requirements and certain procedures relating to the election of
directors.
Pursuant to this amended and restated provision, each director shall be
elected by the vote of the majority of the shares cast with respect to
the election of directors. Notwithstanding the foregoing, if at the
close of the applicable notice periods, the Chairman of the Board, or
if no Chairman, then the entire Board, determines that the number of
persons properly nominated to serve as directors of the company exceeds
the number of directors to be elected (a "Contested Election"), the
directors shall be elected by a plurality of the votes of the shares
represented at the meeting and entitled to vote on the election of
directors. For purposes of the amended and restated Section 1.08(g), a
vote of the majority of the shares cast means that the number of shares
voted "for" a director must exceed the number of votes "withheld" from,
or cast "against" that director. If a director is not elected in a
non-Contested Election, the director shall offer to tender his or her
resignation to the Board. The Governance and Nominating Committee of
the Board, or such other committee designated by the Board for the
purpose of recommending director nominees to the Board, will make a
recommendation to the Board as to whether to accept or reject the
resignation, or whether other action should be taken. The Board will
act on the committee's recommendation and publicly disclose its
decision and rationale within 90 days following the date of the
certification of the election results. The director who tenders his or
her resignation pursuant to the amended and restated Section 1.08(g)
will not participate in the Board's decision with respect to that
resignation.
The remaining original language of Section 1.08(g) remains
substantially unchanged and remains applicable to all matters other
than the election of directors.
Prior to this amendment, the Bylaws were silent on the vote policy for
contested director elections and the resignation procedure of directors
who are not elected.
The amended and restated Article I, Section 1.08(g) of the Company's
Bylaws were effective August 12, 2008 and are attached as Exhibit 3.1
to this Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibits
3.1 Certificate of Amendment of Bylaws of the Company,
dated August 14, 2008.
SIGNATURE
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 18, 2008 RIVIERA HOLDINGS CORPORATION
By: /s/ Phillip B. Simons
Phillip B. Simons
Treasurer and Chief Financial Officer
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