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): June 28, 2006
RIVIERA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
corporation)
2901 Las Vegas Boulevard 89109
Las Vegas, Nevada (Zip code)
(Address of principal executive offices)
Registrant's telephone number,
including area code (702) 794-9237
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] 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.
Riviera Holdings Corporation ("Riviera") has set July 7, 2006 as the
record date for its 2006 annual meeting of shareholders ("Annual Meeting") and
August 8, 2006 as the date for the Annual Meeting. Only holders of record of
Riviera's common stock at the close of business on July 7, 2006 will be entitled
to notice of, and to vote at, the Annual Meeting. At the Annual Meeting,
Riviera's shareholders will vote on, among other matters, the April 5, 2006
Agreement and Plan of Merger (the "Merger Agreement"), which provides for the
acquisition of Riviera by Riv Acquisition Holdings Inc. through a cash merger.
On June 28, 2006, Riviera issued a press release reporting the Annual
Meeting date, record date and certain related matters. A copy of that press
release is in Exhibit 99 hereto.
Section 9 - Financial Statements and Exhibits
Section 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits: Exhibit 99 - Riviera Holdings Corporation press release dated
June 28, 2006.
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: June 28, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Tullio Marchionne
Tullio Marchionne
Secretary