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): April 6, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other
jurisdiction of (Commission (IRS Employer
corporation) 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
------------------------
(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 April 6, 2006, a class action complaint was filed in the District
Court of Clark County, Nevada (Case No. A520076) in the name of Thomas A.
Trozzi, on behalf of himself and all others similarly situated, against Riviera
Holdings Corporation (the "Company") and its directors. The complaint was served
on the Company on April 7, 2006. The complaint refers to the plaintiff as being
a shareholder of the Company at all relevant times.
The plaintiff alleges, among other things, that the defendants breached
their fiduciary duties owed to the Company's shareholders by entering into the
Agreement and Plan of Merger, dated April 5, 2006 (the "Merger Agreement"),
among Riv Acquisition Holdings Inc., Riv Acquisition Inc. and the Company at a
price that the plaintiff considers to be inadequate.
In the complaint the plaintiff requests the court to do the following,
among other things: (i) certify all Company shareholders, other than the
defendants and persons or entities related to or affiliated with any defendants,
as a class for purposes of a class action lawsuit, (ii) enjoin consummation of
the transactions contemplated by the Merger Agreement "until the Company adopts
and implements a procedure or process to obtain the highest possible price for
shareholders," (iii) direct the Company to disclose immediately its results for
the first quarter of 2006 "and accurate projections through the Company's FY
2007" and (iv) rescind the Merger Agreement.
The Company believes the plaintiff's allegations are without merit.
The information in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated
by reference in any filing under the Securities Act, except as and when
expressly set forth by such specific reference in such filing.
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: April 10, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Duane Krohn
Treasurer and CFO