sec document
UNITED STATES
SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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RIVIERA HOLDINGS CORPORATION
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RIVIERA HOLDINGS CORPORATION
2901 Las Vegas Boulevard South
Las Vegas, NV 89109
Investor Relations: (800) 362-1460
TRADED: AMEX - RIV
www.theriviera.com
FOR FURTHER INFORMATION:
AT THE COMPANY: INVESTOR RELATIONS CONTACT:
Mark Lefever, Treasurer and CFO Betsy Truax, Skorpus Consulting
(702) 794-9527 Voice (208) 241-3704 Voice
(702) 794-9442 Fax (208) 232-5317 Fax
Email: mlefever@theriviera.com Email: betsytruax_hartman@msn.com
INSTITUTIONAL SHAREHOLDERS SERVICES AND GLASS LEWIS & CO. RECOMMEND A VOTE
'FOR' ALL RIVIERA HOLDINGS CORPORATION BOARD NOMINEES
ISS SAYS PROPOSED DISSIDENT NOMINEES SUFFER FROM
INHERENT CONFLICT OF INTEREST
GLASS LEWIS NOTES ELECTION OF DISSIDENT NOMINEES COULD PRESENT UNFAIR
ADVANTAGE IN SALE OF COMPANY
LAS VEGAS, May 14 /PRNewswire-FirstCall/ -- Riviera Holdings Corporation
(Amex: RIV - NEWS) today announced that Institutional Shareholder Services (ISS)
and Glass Lewis & Co., the nation's leading independent proxy advisory services,
have both recommended that Riviera stockholders vote FOR all of its nominees on
the WHITE proxy card and to not vote for any dissident nominees. The Riviera
annual meeting of stockholders is scheduled for tomorrow, May 15, 2007. The
Riviera's Board urges all stockholders to vote the WHITE proxy card as soon as
possible and to discard any blue proxy they may receive.
In its analysis, ISS expressed concern "about [Riviera] being taken over
by a slate with an inherent conflict of interest". ISS concluded: "Given that
the Board has started a process of reviewing strategic alternatives, hired an
investment advisor and has received a $30 per share offer, we do not believe
that support for dissident nominees is warranted."
After noting that, "the Board appears to be following a favorable sales
process," Glass Lewis concluded: "The election of dissident nominees could
provide Riv Acquisition group with an unfair advantage in the sale of the
Company."
William L. Westerman, Chairman of the Board of Riviera said, "We are
pleased that ISS and Glass Lewis, two well-respected, independent advisory
services, have recognized our director nominees as the most qualified to
maximize value for ALL Riviera shareholders. Our Board has been, and continues
to be, dedicated to conducting a fair and open auction process that places all
bidders on an equal playing field. We believe this is essential to maximize
value for all Riviera shareholders, which is the paramount concern of our Board.
"
Riviera recently mailed proxy material to stockholders in which the Board
recommends that stockholders use the WHITE Proxy Card to:
o Vote "FOR" the re-election of five experienced
directors: William L. Westerman, Jeffrey A. Silver,
Paul A. Harvey, Vincent L. DiVito and James N. Land Jr.
THE DIRECTORS PROPOSED BY THE BOARD ARE HIGHLY QUALIFIED INDIVIDUALS WITH
RELEVANT EXPERIENCE, WHO ARE COMMITTED TO MAXIMIZING VALUE FOR ALL STOCKHOLDERS.
SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY
The Board urges stockholders to support Riviera by completing, signing and
dating the White Proxy Card and promptly mailing it in the postage-paid envelope
provided with the proxy materials. The Board further urges stockholders not to
sign or return the blue proxy card that they may have received from the Riv
Acquisition group and its associates.
Whether or not stockholders plan to attend the Meeting, and regardless of
the number of shares stockholders own, the Board urges them to vote FOR the
Board's nominees.
Stockholders who have questions, or need assistance in voting their WHITE
proxy card, are encouraged to call Riviera's proxy advisors, MacKenzie Partners,
Inc., toll-free at (800) 322-2885.
ABOUT RIVIERA HOLDINGS:
Riviera Holdings Corporation owns and operates the Riviera Hotel and
Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk,
Colorado. Riviera is traded on the American Stock Exchange under the symbol RIV.
For additional information, please visit the Company's website at
www.rivierahotel.com.