UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[__] Definitive Proxy Statement
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[ X] Soliciting Material Under ss.240.14a-12
RIVIERA HOLDINGS CORPORATION
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(Name of Registrant as Specified in Its Charter)
Flag Luxury Riv, LLC; RH1, LLC; Rivacq LLC; Paul Kanavos; Robert Sillerman;
Mitchell J. Nelson; Brett Torino; Barry Sternlicht; Matthew Eby; Michael D.
Rumbolz; Larry duBoef; W. Dan Reichartz; Thalia M. Dondero; Daniel W. Yih
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The following press release was issued by Riv Acquisitions Holdings, Inc. on
April 27, 2007.
NEWS
FROM: Riv Acquisition Holdings, Inc.
3753 Howard Hughes Parkway, Suite 101
Las Vegas, Nevada 89109
CONTACT: Rubenstein Associates, Inc.
Rick Matthews (212) 843-8267 or rmatthews@rubenstein.com
Faiss Foley Warren
Helen Foley (702) 933-7777
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INVESTOR GROUP ANNOUNCES SLATE OF
INDEPENDENT BOARD NOMINEES FOR
RIVIERA HOLDINGS
Group Cites Current Board's Lack of Objectivity
LAS VEGAS, NEV, April 27, 2007 - While continuing efforts to resolve its issues
with the current Board of Directors of Riviera Holdings Corporation (AMEX: RIV),
Riviera stockholders affiliated with Riv Acquisition ("Riv Acquisition") have
announced they will nominate a slate of independent directors for consideration
at the gaming company's Board election scheduled for May 15, 2007. As part of
the process, the group has asked the company for a list of all shareholders
eligible to vote.
In a letter delivered to Riviera on April 26, the group identified the following
individuals as nominees for consideration at the company's upcoming Board
election currently scheduled for May 15, 2007:
Thalia M. Dondero - Former three-term chair of the Clark County Commission,
serving as a commissioner for 20 years. Currently serving on the Board of
Regents and Investment Committee of the University of Nevada, Las Vegas, on the
Board of Trustees of Summerlin Hospital and on the Resource Advisory Council of
the Nevada Bureau of Land Management.
Larry duBoef - Past President of the American Cancer Society. Also, former
President of Western Linen Las Vegas and former President of Unicom, a Western
U.S. radio station operator. Previously a consultant to Taj Mahal Casino in
Atlantic City and to Aztar Corp.
W. Dan Reichartz - Principal of DR&DR, Limited Partnership, a private firm that
provides strategic planning, concept and design development, marketing and
management services to the gaming, hotel and resort industry. Former President
and Chief Operating Officer for Caesar's Palace Hotel and Casino, former Vice
President and General Manager of the Waldorf Astoria Hotel in New York City.
Michael D. Rumbolz - Chairman and Chief Executive Officer of Cash Systems, Inc.,
a publicly listed provider of cash access services to the casino industry. Also
Owner and Managing Director of Acme Gaming LLC, a firm providing development,
merger, acquisition, strategic planning, legal compliance and other services to
businesses involved in the gaming industry. Former executive and/or board member
for several gaming companies. Also, former Chairman of the Nevada State Gaming
Control Board.
Daniel Yih - Portfolio Principal and Chief Operating Officer of GTCR Golder
Rauner, LLC, a private equity firm. Former General Partner of Chilmark Partners,
L.P., another private equity firm. Member of the Board of Directors of Starwood
Hotels & Resorts Worldwide, Inc., one of the world's leading hotel operators,
since August 1985.
Today's announced actions follow Riv Acquisition's March 26 merger proposal to
Riviera Holdings for $27 per share. Riviera's Board cited purported obstacles to
its consideration of the proposal, and stated that Riv Acquisition is prevented
from engaging in the merger with Riviera, based on Riviera's articles of
incorporation and Nevada corporate statutes. Riv Acquisition has challenged the
Board's stated rationale, leading to its recent decision to seek a ruling from
the Clark County District Court on the matter.
Riv Acquisition consists of Paul C. Kanavos and Robert Sillerman, the managing
members of New York-based Flag Luxury Properties, LLC, Las Vegas developer Brett
Torino, and Starwood Capital Group Chairman and CEO Barry Sternlicht.
On behalf of the group, Mr. Kanavos said, "In or view, Riviera's Board, in its
statements and actions of the last month, has demonstrated a lack of objectivity
in the way it has addressed our offer for the company. We are nominating this
outstanding group of completely independent individuals with the hope of
bringing objectivity to the process of considering our offer, along with any
other offers that may surface. These nominees bring impeccable credentials and
reputations to the company -- with deep roots in the local community, the gaming
industry and the lodging sector."
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SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO SOLICITATION OF PROXIES BY FLAG LUXURY RIV, LLC, RH1, LLC, RIVACQ
LLC, PAUL KANAVOS, ROBERT SILLERMAN, MITCHELL J. NELSON, BARRY STERNLICHT,
MATTHEW EBY, MICHAEL D. RUMBOLZ, LARRY DUBOEF, W. DAN REICHARTZ, THALIA M.
DONDERO AND DANIEL W. YIH (THE "SOLICITING GROUP") FROM THE STOCKHOLDERS OF
RIVIERA HOLDINGS CORPORATION FOR USE AT ITS ANNUAL MEETING (A) WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION, AND (B)
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WHICH WILL BE
MAILED TO STOCKHOLDERS OF RIVIERA HOLDINGS CORPORATION AND WILL BE AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. THE SOLICITING GROUP WILL MAKE ADDITIONAL COPIES OF THE
PROXY STATEMENT AND OTHER RELATED DOCUMENTS AVAILABLE FOR FREE TO THE
STOCKHOLDERS OF RIVIERA HOLDINGS CORPORATION. PLEASE CALL INNISFREE M&A
INCORPORATED TOLL FREE AT (888) 750-5834 TO REQUEST A COPY OF THE PROXY
STATEMENT AND OTHER RELATED DOCUMENTS OR DIRECT YOUR REQUEST FOR PROXY
STATEMENTS AND OTHER RELATED DOCUMENTS TO INNISFREE M&A INCORPORATED, 501
MADISON AVENUE, 20TH FLOOR, NEW YORK, NY 10022.
PARTICIPANT INFORMATION:
EACH MEMBER OF THE SOLICITING GROUP HAS THE FOLLOWING INTEREST IN THE
SOLICITATION OF PROXIES WITH RESPECT TO THE 2007 ANNUAL MEETING OF STOCKHOLDERS
OF RIVIERA HOLDINGS CORPORATION: FLAG LUXURY RIV, LLC IS THE DIRECT BENEFICIAL
OWNER OF 418,294 SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK. RH1, LLC
IS THE DIRECT BENEFICIAL OWNER OF 418,294 SHARES OF RIVIERA HOLDINGS
CORPORATION'S COMMON STOCK. RIVACQ LLC IS THE DIRECT BENEFICIAL OWNER OF 627,442
SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK. PAUL KANAVOS MAY BE
DEEMED TO BE THE INDIRECT BENEFICIAL OWNER OF 836,588 SHARES OF RIVIERA HOLDINGS
CORPORATION'S COMMON STOCK. ROBERT SILLERMAN MAY BE DEEMED TO BE THE INDIRECT
BENEFICIAL OWNER OF 836,588 SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON
STOCK. MITCHELL J. NELSON MAY BE DEEMED TO BE THE INDIRECT BENEFICIAL OWNER OF
836,588 SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK. BRETT TORINO MAY
BE DEEMED TO BE THE INDIRECT BENEFICIAL OWNER OF
418,294 SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK. BARRY STERNLICHT
MAY BE DEEMED TO BE THE INDIRECT BENEFICIAL OWNER OF 750,642 SHARES OF RIVIERA
HOLDINGS CORPORATION'S COMMON STOCK. MATTHEW EBY IS NOT DEEMED TO BENEFICIALLY
OWN ANY SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK; HOWEVER, HE IS
ENGAGED IN THE SOLICITATION OF PROXIES ON BEHALF OF RIVACQ LLC AND BARRY
STERNLICHT. MICHAEL D. RUMBOLZ HAS BEEN NOMINATED BY FLAG LUXURY RIV, LLC, RH1,
LLC AND RIVACQ LLC (THE "DIRECT BENEFICIAL OWNERS") TO STAND FOR ELECTION TO
RIVIERA HOLDINGS CORPORATION'S BOARD OF DIRECTORS. LARRY DUBOEF HAS BEEN
NOMINATED BY THE DIRECT BENEFICIAL OWNERS TO STAND FOR ELECTION TO RIVIERA
HOLDINGS CORPORATION'S BOARD OF DIRECTORS. W. DAN REICHARTZ HAS BEEN NOMINATED
BY THE DIRECT BENEFICIAL OWNERS TO STAND FOR ELECTION TO RIVIERA HOLDINGS
CORPORATION'S BOARD OF DIRECTORS. THALIA M. DONDERO HAS BEEN NOMINATED BY THE
DIRECT BENEFICIAL OWNERS TO STAND FOR ELECTION TO RIVIERA HOLDINGS CORPORATION'S
BOARD OF DIRECTORS. DANIEL W. YIH HAS BEEN NOMINATED BY THE DIRECT BENEFICIAL
OWNERS TO STAND FOR ELECTION TO RIVIERA HOLDINGS CORPORATION'S BOARD OF
DIRECTORS, AND HE MAY BE DEEMED TO BE THE DIRECT BENEFICIAL OWNER OF 9,400
SHARES OF RIVIERA HOLDINGS CORPORATION'S COMMON STOCK.
Media Contact:
Rubenstein Associates, Inc.
Rick Matthews (212) 843-8267 or rmatthews@rubenstein.com
Carolyn Nurnberg (212) 843-9316 or cnurnberg@rubenstein.com
Faiss Foley Warren
Helen Foley (702) 933-7777
Investor Contact:
Innisfree M&A Incorporated
Attention: Mr. Alan Miller
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free at (888) 750-5834
Banks and Brokers Call Collect at (212) 750-5833