UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 26, 2008
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RIVIERA HOLDINGS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-21430 88-0296885
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(State or Other Jurisdiction (Commission (IRS Employer of
File Number) Identification No.) Incorporation)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (702) 794-9527
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N/A
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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 (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))
Explanatory Note: This amendment to the Current Report on Form 8-K (the "8-K"),
which was filed on March 31, 2008, is solely for the purpose of including a
conformed signature on the letter included with the 8-K as Exhibit 16.1. While
the letter attached as Exhibit 16.1 had been signed by Deloitte & Touche LLP
prior to filing the 8-K, the conformed was inadvertently omitted in the original
filing.
Item 4.01. Change In Registrant's Certifying Accountant
(a)
On March 26, 2008 Riviera Holdings Corporation (the "Company") received
a letter dated March 25, 2008 from Deloitte & Touche LLP ("D&T")
notifying the Company that D&T was resigning as the Company's
independent registered public accounting firm effective as of the date
of such letter.
D&T's reports on the Company's financial statements for the fiscal
years ended December 31, 2006 and 2007 contained no adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principle.
During the Company's fiscal years ended December 31, 2006 and 2007 and
through March 26, 2008, there were no disagreements between the Company
and D&T on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of D&T, would have
caused D&T to make reference thereto in its report on the financial
statements for such years.
During the Company's fiscal years ended December 31, 2006 and 2007 and
through March 26, 2008, there were no "reportable events" as that term
is described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided a copy of the disclosures above to D&T and
requested D&T to furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not D&T agrees with the
foregoing statements and, if not, the respects in which it disagrees. A
copy of the letter from D&T to the Securities and Exchange Commission
is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
On March 27, 2008, the Company engaged Ernst & Young LLP ("E&Y") as the
Company's new independent registered public accounting firm. The
engagement of E&Y was approved by the Audit Committee of the Company's
Board of Directors.
During the years ended December 31, 2006 and 2007 and through March 27,
2008, the Company did not consult with E&Y with respect to either (i)
the application of accounting principles to a specified transaction,
either completed or proposed; (ii) the type of audit opinion that might
be rendered on the Company's financial statements; or (iii) any matter
that was either the subject of disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
16.1 Letter from Deloitte & Touche LLP to the Securities and Exchange
Commission, dated March 28, 2008.
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.
RIVIERA HOLDINGS CORPORATION
(Registrant)
Date: April 7, 2008
By: /s/Tullio J. Marchionne
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Name: Tullio J. Marchionne
Title: Secretary and General Counsel
Deloitte & Touche LLP
Suite 400
3883 Howard Hughes Parkway
Las Vegas, NV 89169-0924
EXHIBIT 16.1
March 28, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4 of Riviera Holdings Corporation's Form 8-K dated March 28,
2008, and have the following comments:
1. We agree with the statements made in the paragraphs 1, 2, 3, 4 and 5 under
item (a).
2. We have no basis on which to agree or disagree with the statements made in
the paragraphs 1 and 2 under item (b).
Yours truly,
/s/Deloitte and Touche LLP