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): February 15, 2005
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal office) (Zip code)
Registrant's Telephone number, (702) 794-9527
including area code
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 8 - Other Events
Item 8.01. Other Events
On February 15, 2005, Riviera Holdings announced through a press release that
it has requested its financial advisor, Jefferies & Company, Inc., to explore
strategic alternatives to maximize shareholder value.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit 99 Riviera Holdings Corporation Press Release dated February 15, 2005
follows.
Riviera Holdings Announces Three-For-One Stock Split & Strategic Plan
LAS VEGAS, Feb. 15/PRNewswire-FirstCall/ -- Riviera Holdings Corporation
(Amex: RIV), owner of the Riviera Hotel and Casino in Las Vegas and the Riviera
Black Hawk in Black Hawk, Colorado, today announced that its Board of Directors
has approved a three-for-one stock split of the Company's Common Stock. As a
result of the stock split, shareholders will receive two additional shares of
Common Stock for every share held on the record date of February 25, 2005 and
payable on March 11, 2005. The stock split will increase the number of shares of
the Company's Common Stock outstanding to approximately 11.9 million.
William L. Westerman, Riviera Holdings' Chairman of the Board, said, "This
stock split represents our commitment to increasing shareholder value and our
belief in the future outlook of the Company. We expect that the increase in
outstanding shares should improve the liquidity of our stock and serve to
attract a broader spectrum of both institutional and individual investors.
"Today, we also announced that we have requested our financial advisor,
Jefferies & Company, Inc. to explore strategic alternatives to maximize
shareholder value."
Safe Harbor Statement
The forward-looking statements included in this news release, which reflect
management's best judgment based on factors currently known to it, involve risks
and uncertainties including the results of our strategic plan to maximize
shareholder value, expansion and modernization objectives and timetables, hotel
and casino market conditions, financing requirements, interest rates, regulatory
approvals and other risks and uncertainties detailed from time to time in the
Company's filings with the Securities and Exchange Commission, including the
Report on Form 10-K. Actual results may differ materially.
About Riviera Holdings
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 ("AMEX")
under the symbol RIV. Informal discussions with AMEX staff indicate that the
Company may meet the standards of AMEX policy Sec. 1003(a). According to that
policy, AMEX will not normally consider suspending dealings in or delisting the
securities of a company, which is below the earnings or net worth standards if
the Company is in compliance with the following:
(1) Total value of market capitalization of at least $50,000,000; or total
assets and revenue of $50,000,000 each in its last fiscal year, or in two of its
last three fiscal years; and
(2) The company has at least 1,000,000 shares publicly held, a market value
of publicly held shares of at least $15,000,000 and at least 400 round lot
shareholders.
If the Company's share price were to fall below approximately $5.50 (market
capitalization for "publicly held shares" of $15 million) and the Company's
shares were eventually delisted from AMEX, the marketability and liquidity of
the Company's shares could be significantly reduced.
SOURCE Riviera
Holdings Corporation -0- 02/15/2005 /CONTACT: Duane Krohn, Treasurer and
CFO of Riviera Holdings Corporation, +1-702-794-9527, or fax, +1-702-794-9442,
dkrohn@theriviera.com, or Investors, Betsy Truax of Skorpus Consulting,
+1-208-241-3704, or fax, +1-208- 232-5317, etruax@aol.com, for Riviera Holdings
Corporation/ /Web site: http://www.theriviera.com / (RIV)
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 15, 2005 RIVIERA HOLDINGS CORPORATION
By: /s/ Duane Krohn
Treasurer and CFO