SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Riviera Holdings Corporation
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(Exact name of registrant as specified in its charter)
Nevada 88-0296885
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
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If this Form relates to the registration of a class If this Form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instruction A(c)(1) please simultaneously with the effectiveness of a
check the following box. |_| concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following
box. |_|
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $.001 American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be
Registered
For a description of the common stock, par value $.001 per share (the
"Common Stock"), of the Company, see the information under Item 11 "Description
of Registrant's Securities to be Registered" at pages 48 to 49 of the
Registration Statement on Form 10 (Registration No. 021430) of the Registrant
filed on July 1, 1993 (the "Registration Statement"), filed as Exhibit 7 hereto
and which description is hereby incorporated herein by reference.
Item 2. Exhibits
Exhibit 1 The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (filed with
the Commission on March 19, 1996)
Exhibit 2 The Company's Proxy Statement dated April 12, 1996
relating to the Company's Annual Meeting to be
held on May 10, 1996 (filed with the Commission on
April 12, 1996)
Exhibit 3 Amended and Restated Articles of Incorporation of
the Company filed June 18, 1993 (filed as Exhibit
3.1 to the Company's Registration Statement on
Form S-1 (No. 33-67206) filed with the Commission
on August 11, 1993)
Exhibit 4 Amendment to the Amended and Restated Articles of
Incorporation of the Company filed November 27,
1995
Exhibit 5 Bylaws of the Company (filed as Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (No.
33-67206) filed with the Commission on August 11,
1993)
Exhibit 6 Specimen Certificate for Common Stock of the
Company
Exhibit 7 Description of the Common Stock
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
RIVIERA HOLDINGS CORPORATION
By: /s/ William L. Westerman
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William L. Westerman
Chairman of the Board, Chief
Executive Officer
and President
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EXHIBIT 7
DESCRIPTION OF THE COMMON STOCK
Except as provided below, holders of shares of Common Stock will be
entitled to one vote for each share held on any matter submitted to a vote of
shareholders and any action requiring the consent of the holders of Common Stock
will be approved by a majority of shares then outstanding; provided, however,
that (a) commencing on the Effective Date and ending on the first anniversary of
the Effective Date, the affirmative vote of 60% of the shares of Common Stock
outstanding will be required for the Company to issue in any single transaction
or related series of transactions warrants or other securities, exchangeable
for, convertible into, or having the right to purchase with or without
consideration, 20% or more of the Common Stock or common stock equivalents
outstanding immediately prior to the proposed transaction; and (b) at any time,
the affirmative vote of 60% of the shares of Common Stock outstanding will be
required: (i) to amend the Articles or to approve any resolutions of the board
of directors of RHC which would alter or change the powers, preferences or
special rights of the Common Stock so as to affect adversely the holders
thereof; (ii) to amend the Articles or to approve any resolutions of the board
of directors of RHC which would authorize the issuance of any additional class
or series of stock of the company ranking senior in preference or privileges to
the Common Stock; (iii) to authorize any merger or consolidation in which RHC is
a constituent; and (iv) to authorize any sale, lease or exchange of all or
substantially all
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of the assets of RHC (other than a transfer to a wholly-owned subsidiary of
RHC), any reorganization or reclassification of shares of the capital stock of
the company or liquidation, or dissolution or winding up of RHC.
In the event any holder of Common Stock, any affiliate of such
holder or group of holders acquires, directly or indirectly more than 10% of the
outstanding Common Stock in any three-year period (excluding any shares of
Common Stock held by any holder which were initially issued to such holder on
the Effective Date pursuant to the Plan) (the "Accumulation Threshold"), each
share of Common Stock in excess of the Accumulation Threshold will have a vote
equal to one-one hundredth (1/100th) of one share up to a maximum aggregate
voting interest of 15% of the Common Stock then outstanding. The restriction on
a holder's right to vote shares of Common Stock will remain in place unless and
until such holder makes a tender offer in full conformity with applicable law to
acquire all of the other outstanding shares of Common Stock at the highest price
paid by such holder within the preceding three-year period. Prior to the
acquisition of Common Stock by a holder which causes such holder to exceed the
Accumulation Threshold, the board of directors of RHC will have the right, by an
affirmative vote of two-thirds of the total members of the board of directors,
to waive this voting restriction if it is determined by the board of directors
that the acquisition will not have an adverse effect on RHC.
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Holders of Common Stock are entitled to receive dividends if, as and
when declared by the board of directors of RHC out of funds legally available
therefor, subject to the dividend and liquidation rights of any series of
preferred stock which may be issued in the future and subject to the
restrictions set forth in the RHC First Mortgage Notes or in any credit facility
or other agreement to which RHC may become a party. The terms of the RHC First
Mortgage Notes will prohibit the payment by RHC of cash dividends on its Common
Stock. In addition, no dividend or other distribution (including redemptions or
repurchases of shares of capital stock) may be made if, after giving effect to
such distribution, RHC would not be able to pay its debts as they become due in
the usual course of business. The Common Stock has no preemptive rights, no
cumulative voting rights and no redemption, sinking fund or conversion
provisions. In addition to the foregoing, the Articles contain provisions which
may limit the voting rights of certain holders of Common Stock.
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