UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2007
Riviera Holdings Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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:
[ ] 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))
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Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
On March 28, 2007, we issued a press release reporting our rejection
of a merger proposal that we received from Riv Acquisition Holdings Inc. on
March 26, 2007. A copy of the press release is furnished as Exhibit 99.1
hereto and is incorporated by reference herein.
The information in this Item 7.01 and in the exhibit hereto 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 incorporated by specific reference in any such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
Exhibit 99.1 Riviera press release dated March 28, 2007.
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.
Dated: March 29, 2007.
RIVIERA HOLDINGS CORPORATION
/s/ Mark Lefever
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Name: Mark Lefever
Title: Treasurer and Chief Financial Officer