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 20, 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) 794-9237
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 June 19, 2006, a complaint (the "Consolidated Complaint")
captioned "In Re Riviera Holdings Corporation Shareholders' Litigation" was
filed against Riviera Holdings Corporation (the "Company") and its directors
in the District Court of Clark County, Nevada (the "Court") (Case No.
A520100), as a consolidation of the class action complaints that the Company
reported in its Form 8-Ks furnished to the Securities and Exchange
Commission on April 11, 17, 25 and 28, 2006 (the "Prior Complaints"). The
Consolidated Complaint was served on the Company on June 20, 2006 pursuant
to a Stipulation and Pretrial Order entered by the Court, and is
substantially similar to the Prior Complaints.
The plaintiffs request the Court to do the following, among other
things: (i) declare that the case is maintainable as a class action; (ii)
declare that the Agreement and Plan of Merger, dated April 5, 2006 (the
"Merger Agreement"), among Riv Acquisition Holdings Inc., Riv Acquisition
Inc. and the Company is unlawful; (iii) enjoin consummation of the merger
contemplated by the Merger Agreement "unless and until the Company adopts
and implements a procedure or process to obtain the highest possible price
for shareholders"; (iv) direct the defendants to disclose all material
information before seeking shareholder approval of "any acquisition;" and
(v) impose a constructive trust, in favor of the plaintiffs, on any benefits
improperly received by the defendants.
The Company believes the allegations in the Consolidated Complaint
and the Prior Complaints 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: June 23, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Tullio Marchionne
Tullio Marchionne
Secretary