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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14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] 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 Acquisition Holdings, Inc. on
May 14, 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 Considers Making Higher Offer for Riviera Holdings
Withdraws Proxy Solicitation
LAS VEGAS, NEV, May 14, 2007 - Riviera Holdings (AMEX:RIV) stockholders
affiliated with Riv Acquisition ("Riv Acquisition") today sent the following
letter to the Riviera Holdings Board of Directors:
May 14, 2007
Board of Directors
Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Gentlemen:
In light of the recent announcement by the Board of Directors of Riviera
Holdings Corporation that it will initiate a process of considering strategic
alternatives for the company, the consortium made up of Flag Luxury Riv, LLC,
Rivacq LLC and RH1, LLC has decided to withdraw its nomination of Messrs.
Michael D. Rumbolz, Larry duBoef, W. Dan Reichartz and Daniel W. Yih and Ms.
Thalia M. Dondero for election to the Board at Riviera's 2007 Annual Meeting.
Our primary objective in nominating an alternative slate of directors has always
been the maximization of value for all shareholders. Now that the Board has
indicated that it will seek to maximize shareholder value, we believe that
replacing the Board is not necessary at this time. We expect that the Board will
conduct an open and fair process and that it will give due consideration to all
expressions of interest prior to entering into a definitive agreement for a sale
of the company. Consistent with this, we expect that the Board will allow our
group to participate in the process on an equal footing with other bidders, will
consider all potential structures for an acquisition of the company, and will no
longer raise technical objections to proposed transaction structures as it has
in the past. Our group is currently considering all of its options, which may
include making a higher offer than the $30 per share expression of interest that
the Board announced on May 11. Given the Board's past characterization of our
group's unconditional merger proposal as "highly conditional", we request prompt
disclosure of the specific terms of this new expression of interest.
As you know, our group is the largest shareholder of the company. We believe
that shareholders will hold the Board accountable if it does not act
consistently with its stated course of pursuing maximum value for all
shareholders.
Very truly yours,
FLAG LUXURY RIV, LLC
By: /s/ Paul Kanavos
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Name: Paul Kanavos
Title: President