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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (702) 794-9527
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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))
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
As a clarification to the Form 8-K that Riviera Holdings Corporation
(the "Company") furnished to the Securities and Exchange Commission on August
23, 2006 concerning the lawsuit captioned "In Re Riviera Holdings Corporation
Shareholders' Litigation" (the "Action"), which was filed against the Company
and its directors in the District Court of Clark County, Nevada (the "Court")
(Case No. A520100), and which arises out of the planned acquisition of the
Company by Riv Acquisition Holdings Inc. pursuant to an Agreement and Plan of
Merger ("Acquisition"), while it is true that the plaintiffs filed a letter with
the Court requesting that the Court vacate the hearing on the plaintiffs' motion
for a preliminary injunction and temporary restraining order (the "Motion") that
was scheduled for August 24, 2006, the plaintiffs filed that letter after
discussions with the defendants in which the parties jointly agreed to vacate,
for the time being, the hearing on the Motion. According to the plaintiffs, they
continue to believe that the Motion is meritorious, but have concluded that it
is in the best interests of the Company's shareholders to pursue the Motion, if
at all, after the August 29, 2006 shareholder vote on the Acquisition. The
Company continues to believe that the plaintiffs' allegations in the Action are
without merit.
The information in this Item 7.01 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as and when expressly set forth by such specific
reference in such filing.
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.
Date: August 24, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefever
Mark Lefever
Treasurer and Chief Financial Officer