-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F0ZpOq5UJQilkThH//jXsROG4II87DYparJ15wsKs/rz5+EjY7zGorQ3kcMO5x/0 ifirIchsNP+05gAZuE2sPw== 0000898430-00-001294.txt : 20000419 0000898430-00-001294.hdr.sgml : 20000419 ACCESSION NUMBER: 0000898430-00-001294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINNACLE ENTERTAINMENT INC CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953667491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13641 FILM NUMBER: 603611 BUSINESS ADDRESS: STREET 1: 330 NORTH BRAND BOULEVARD STREET 2: SUITE 1110 CITY: GLENDALE STATE: CA ZIP: 91203-2308 BUSINESS PHONE: 8186625900 MAIL ADDRESS: STREET 1: 330 NORTH BRAND BOULEVARD STREET 2: SUITE 1110 CITY: GLENDALE STATE: CA ZIP: 91203-2308 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD PARK INC/NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ 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): April 17, 2000 PINNACLE ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-10619 95-3667491 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 330 N. Brand Boulevard, Suite 1100, Glendale, California 91203 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 662-5900 Item 5. Other Events. On April 17, 2000, Pinnacle Entertainment, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 7. Exhibits. 99.1 Press Release dated April 17, 2000. 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. PINNACLE ENTERTAINMENT, INC. Date: April 17, 2000 By: /s/ Bruce C. Hinckley ----------------------- Bruce C. Hinckley Chief Financial Officer -2- Exhibit Index ------------- Exhibit Description - ------- ----------- 99.1 Press Release dated April 17, 2000. -3- EX-99.1 2 PRESS RELEASE DATED APRIL 17, 2000 Exhibit 99.1 ------------ PINNACLE ENTERTAINMENT, INC. HARVEYS CASINO RESORTS (formerly: Hollywood Park, Inc.) Highway 50 & Stateline Ave. 330 North Brand Avenue, Suite 1100 P.O. Box 128 Glendale, California 91203 Lake Tahoe, Nevada 89449 TRADED: NYSE: PNK - --------------------------------------------------------------------------------------------------------------
FOR FURTHER INFORMATION:
AT PINNACLE: AT THE FINANCIAL RELATIONS BOARD: R.D. Hubbard Mr. Lynn P. Reitnouer Paul Alanis Paul Goodson Kathy Brunson Chairman and Special Committee President & General Inquiries Analyst Inquiries CEO Chairman COO (949) 752-4840 (818) 662-5900 (818) 662-5900 (310) 442-0599 (312) 266-7800
AT HARVEYS: AT COLONY: Jim Rafferty Owen Blicksilver 775-586-6753 212-419-4283 FOR IMMEDIATE RELEASE April 17, 2000 DEFINITIVE AGREEMENT REACHED FOR HARVEYS' ACQUISITION OF PINNACLE ENTERTAINMENT Transaction Expected to Close in Fourth Quarter 2000 Glendale, California - April 17, 2000 - Pinnacle Entertainment, Inc. (NYSE:PNK; formerly Hollywood Park, Inc.) announced today that it has entered into a definitive agreement with PH Casino Resorts, a newly formed subsidiary of Harveys Casino Resorts, pursuant to which PH Casino Resorts would acquire by merger all of the outstanding capital stock of Pinnacle Entertainment. (Harveys Casino Resorts is an affiliate of Colony Capital, Inc.) As a condition to the transaction, senior management of Pinnacle will contribute $50 million of Pinnacle Entertainment shares and share equivalents to PH Casino Resorts and have agreed to an ongoing role with PH. Upon closing of the merger, PH Casino Resorts will acquire all of the then outstanding stock of Pinnacle Entertainment for $24 per fully diluted share in cash, plus up to an additional $1 per fully diluted share, which amount is contingent upon the sale of Pinnacle Entertainment's 97 acres of surplus land in Inglewood, California, for net after tax proceeds of at least $40.75 million. In the event the 97 acres are not sold prior to the closing of this transaction, the merger agreement stipulates a price per share of $24 per fully diluted share payable in cash upon closing, with an additional $1 per fully diluted share to be payable in the future, contingent upon the sale of the 97 acres prior to December 31, 2001 for net after tax proceeds of at least $40.75 million. In the event the 97 acres are sold prior to December 31, 2001 for net after tax proceeds of less than $40.75 million but more than $13.1 million, the $1 per fully diluted share will be reduced proportionately. In the event the 97 acres are not sold by December 31, 2001 or have been sold, but at a price less than $13.1 million, then Pinnacle Entertainment stockholders would not be entitled to any such - more - additional payment. PH Casino Resorts' obligation to pay the contingent amount will be secured by an irrevocable letter of credit in the maximum amount of the obligation. The merger has received the unanimous approval of the Boards of both companies and of a special committee comprised exclusively of independent directors of Pinnacle Entertainment. Consummation of the merger is subject to, among other things, regulatory approvals in the various jurisdictions in which Pinnacle Entertainment and Harveys Casino Resorts conduct gaming operations, approval by a majority of Pinnacle Entertainment's stockholders, completion of PH Casino Resorts' financing for the transaction (with respect to which customary bank commitment and high yield "highly confident" letters have been received) and satisfaction of other conditions precedent, including certain dispositions and the opening of Pinnacle Entertainment's Indiana casino resort (currently under construction) substantially in accordance with its current budget not later than September 15, 2000. The parties currently expect the transaction to be consummated in the fourth quarter of 2000. Pinnacle Entertainment is a diversified gaming company that owns and operates eight casinos (four with hotels) in Nevada, Mississippi, Louisiana and Argentina, two of which are the subject of a pending sales transaction. Pinnacle Entertainment receives lease income from two card club casinos, both in the Los Angeles metropolitan area; and owns and operates the Turf Paradise horse racing facility in Arizona that is the subject of a pending sale transaction. The Company is also constructing the Belterra Resort and Casino, a major hotel/casino complex in Southern Indiana, approximately 35 miles southwest of Cincinnati. Founded in 1944, Harveys Casino Resorts owns and operates Harveys Resort and Casino, a AAA Four-Diamond full-service resort at Lake Tahoe, Nevada; Harveys Casino Hotel in Council Bluffs, Iowa; and Harveys Wagon Wheel Hotel/Casino in Central City, Colorado. Harveys Casino Resorts also manages Bluffs Run Casino in Council Bluffs, Iowa. (The Private Securities Litigation Reform Act of 1995 provides a "safe harbor "for forward-looking statements. Forward-looking information involves important risks and uncertainties that could significantly affect future results and accordingly, such results may differ from those expressed in forward-looking statements made by or on behalf of the Company, including statements related to the completion of the sale of Pinnacle Entertainment to PH Casino Resorts. Pinnacle Entertainment cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to, the failure of either Pinnacle Entertainment or PH Casino Resorts to fulfill the conditions necessary to complete the transaction, as well as other risks as detailed from time to time in Pinnacle Entertainment's filings with the Securities and Exchange Commission. For more information on the potential factors that could affect the Company's financial results, review the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K and the Company's other filings with the SEC.) For more information on Pinnacle Entertainment, Inc. via facsimile at no cost, call 1-800-PRO-INFO and dial company code PNK. ### -----END PRIVACY-ENHANCED MESSAGE-----