sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 11, 2007
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RIVIERA HOLDINGS CORPORPATION
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(Exact Name of Registrant as Specified in 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 South, 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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N/A
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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 8.01 OTHER EVENTS.
On May 11, 2007, Riviera Holdings Corporation (the "Company") issued
a press release announcing that the Company has retained Jefferies & Company,
Inc. as its financial advisor to assist it in exploring a range of strategic and
financial alternatives in order to enhance shareholder value (the "Jeffries
Release"). These alternatives include, but are not limited to, a sale of the
entire Company.
A copy of the Jeffries Release is filed as Exhibit 99.1 to this Form 8-K.
In addition, on May 11, 2007, the Company issued a second press release
(the "Eichner Release"), announcing that the Company had received a bid for $30
per share in cash from a group led by Ian Bruce Eichner and Dune Capital
Management LP (the "Eichner Group"). The Eichner Group's bid represents an 11%
premium over a competing bid at $27 per share that had been received by the
Company from a dissident investor group led by Riv Acquisition Holdings. The
Company stated that it believes the $27 per share offer does not represent full
value for its stockholders, as confirmed by both the Company's current market
price ($31.85 close on May 10, 2007) as well as the current $30 per share offer
from the Eichner Group. The Company further stated that the Board intends to
fully consider the $30 Eichner Group bid and review it with Jeffries & Company,
Inc. its financial advisor.
A copy of the Eichner Release is filed as Exhibit 99.2 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
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99.1 Jeffries Release, dated May 11, 2007.
99.2 Eichner Release, dated May 11, 2007.
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.
RIVIERA HOLDINGS CORPORATION
(Registrant)
Date: May 11, 2007
By: /s/ Mark Lefever
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Name: Mark Lefever
Title: Treasurer and Chief Financial Officer