form8k06937_11192008.htm
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): November 19,
2008
RIVIERA
HOLDINGS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2901
Las Vegas Boulevard
Las
Vegas, Nevada
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
794-9237
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(Former
name or former address, if changed since last
report.)
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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
November 19, 2008, Riviera Holdings Corporation (the “Company”) entered into a
separate agreement with each of Plainfield Special Situations Master Fund
Limited and Desert Rock Enterprises LLC (each, an “Investor”) relating, among
other things, to the acquisition (“Acquisition”) of the Company’s common stock
by each Investor from time to time from the Company or from a seller or sellers
other than the Company. The Company has no plans at the present time
to issue and sell any shares of its common stock to either
Investor. The principal terms of each such agreement are
substantially identical.
The
principal terms of each agreement provides for, among other things, (a) that the
Board of Directors (the “Board”) of the Company has, in connection with the
Acquisition, (i) waived, in accordance with subsection 7(g) of Article III of
the Company’s Articles of Incorporation (the “Articles”), the voting limitation
set forth in subsection 7(b) of Article III of the Articles with respect to each
Investor and its affiliates and related entities (collectively, the “Investor
Group”), and (ii) approved the Acquisition in accordance with the provisions of
subsection 78.438(1) of Title 7 of the Nevada Revised Statutes, (b) each
Investor Group’s agreement not to directly or indirectly acquire any of the Company’s common stock, or otherwise become part of a
group, if immediately after giving effect to such acquisition or group
formation, the Investor Group, or any group of which it is a part, would have
beneficial ownership of the Company’s common stock in excess of fifteen percent
(15%) of the outstanding common stock, unless specifically approved in writing
by the Board, subject to certain limited exceptions, (c) each Investor’s
agreement to a standstill period (which ends on the first date to occur of: (i)
the day following the completion of the Company’s 2010 regular annual meeting of
stockholders, (ii) September 1, 2010 and (iii) the ending of any period during
which any other investor is subject to a similar standstill) during which time
it will not take certain actions involving the Company including without
limitation to solicit proxies or become a participant in a proxy solicitation
with respect to Company securities or submit a proposal or offer involving a
merger, business combination, acquisition tender or other similar type
transaction, except under certain limited circumstances, (d) each Investor’s
agreement not to vote any securities it holds in excess of the amount permitted
to be purchased pursuant to clause (b) above, and (e) each Investor to seek to
obtain any approvals that may be required from the Nevada and Colorado gaming
authorities in connection with the Acquisition.
A copy of each of the above-described
agreements with each Investor is attached hereto as Exhibit 10.1 and Exhibit
10.02, respectively, and are incorporated by reference herein.
Item 3.03.
Material Modification to Rights of Security Holders.
Effective
November 19, 2008, the Board has, in connection with the Acquisition, (i)
waived, in accordance with subsection 7(g) of Article III of the Articles, the
voting limitation set forth in subsection 7(b) of Article III of the Articles
with respect to each Investor Group, and (ii) approved the Acquisition in
accordance with the provisions of subsection 78.438(1) of Title 7 of the Nevada
Revised Statutes. Please see Item 1.01 of this Form 8-K for a
description of the Acquisition and the agreements relating to this waiver and
approval.
Item
8.01. Other
Events.
On
November 19, 2008, the Company issued a press release regarding the agreements
described in Item 1.01 of this Current Report on Form 8-K. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits
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Exhibit
No.
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Exhibits
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10.1
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Agreement
dated as of November 19, 2008 by and between Riviera Holdings Corporation
and Plainfield Special Situations Master Fund
Limited.
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10.2
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Agreement
dated as of November 19, 2008 by and between Riviera Holdings Corporation
and Desert Rock Enterprises LLC.
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99.1
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Press
Release dated November 19, 2008.
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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.
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Date:
November 19, 2008
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RIVIERA
HOLDINGS CORPORATION
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By:
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/s/
Phillip
B. Simons |
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Phillip
B. Simons
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Treasurer
and Chief Financial Officer
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