-----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, NOypmuhepJRT6vZRFxTPQZ8oaZtNSYbXu8s5IokNW3rrDXzxzawcnOXzqTXW2mWA ZPd6Z208tT0gX8s7sMDAxg== 0000898430-01-000158.txt : 20010123 0000898430-01-000158.hdr.sgml : 20010123 ACCESSION NUMBER: 0000898430-01-000158 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010116 GROUP MEMBERS: BRUCE C HINCKLEY GROUP MEMBERS: COLONY HCR VOTECO LLC GROUP MEMBERS: G MICHAEL FINNIGAN GROUP MEMBERS: HARVEYS CASINO RESORTS GROUP MEMBERS: J MICHAEL ALLEN GROUP MEMBERS: PAUL R ALANIS GROUP MEMBERS: PH CASINO RESORTS INC GROUP MEMBERS: PINNACLE ACQUISITION CORP GROUP MEMBERS: PINNACLE ENTERTAINMENT INC GROUP MEMBERS: R D HUBBARD SUBJECT COMPANY: 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: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-33517 FILM NUMBER: 1509573 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 FILED BY: 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: SC 13E3/A 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 SC 13E3/A 1 0001.txt AMENDMENT #6 TO SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- AMENDMENT NO. 6 TO SCHEDULE 13E-3 (RULE 13e-100) TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER Pinnacle Entertainment, Inc. (Name of the Issuer) Pinnacle Entertainment, Inc. R.D. Hubbard G. Michael Finnigan Paul R. Alanis J. Michael Allen Bruce C. Hinckley Pinnacle Acquisition Corporation PH Casino Resorts, Inc. Harveys Casino Resorts Colony HCR Voteco, LLC (Names of Person(s) Filing Statement) Common Stock (Title of Class of Securities) 723456 10 9 (CUSIP Number of Class of Securities) Alvin G. Segel, Esq. Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 (310) 277-1010 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) with a copy to: Nick P. Saggese, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 (213) 687-5000 This statement is filed in connection with (check the appropriate box): a. [x] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. The filing of a registration statement under the Securities Act of 1933. c. A tender offer. d. None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: Check the following box if the filing is a final amendment reporting the results of the transaction:
Calculation of Filing Fee - -------------------------------------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------------------------------------- $692,484,294 $138,496.86 - --------------------------------------------------------------------------------------------------------------
* The transaction valuation was determined based upon (1) the product of (a) the 26,304,929 shares of common stock, par value $.10 per share, of the Issuer proposed to be acquired by the acquiror, and (b) merger consideration of $25.00 per share of common stock (which assumes a contingent payment of $1.00 per share), plus (2) $34,861,075 payable to holders of options and warrants to purchase shares of common stock in exchange for the cancellation of such options and warrants (the "Total Consideration"). ** The amount of the filing fee, calculated in accordance with Rule 0-11(c) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the Total Consideration. [X] Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: $138,496.86 (2) Form, Schedule or Registration Statement No: Schedule 13E-3 (3) Filing Parties: Pinnacle Entertainment, Inc. Bruce C. Hinckley R.D. Hubbard Pinnacle Acquisition Corporation G. Michael Finnigan PH Casino Resorts, Inc. Paul R. Alanis Harveys Casino Resorts J. Michael Allen Colony HCR Voteco, LLC (4) Date Filed: May 30, 2000 INTRODUCTION This Amendment No. 6 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Amendment No. 6") is being filed by: (1) Pinnacle Entertainment, Inc., a Delaware corporation (the "Company") and the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, (2) R.D. Hubbard, G. Michael Finnigan, Paul R. Alanis, J. Michael Allen and Bruce C. Hinckley, each an individual, and each an executive officer and stockholder of the Company (such individuals collectively, the "Management Stockholders"), (3) Pinnacle Acquisition Corporation, a Delaware corporation ("Pinnacle Acq Corp"), (4) PH Casino Resorts, Inc., a Delaware corporation ("PHCR"), (5) Harveys Casino Resorts, a Nevada corporation ("Harveys Casino Resorts"), and (6) Colony HCR Voteco, LLC, a Delaware limited liability company ("Colony HCR Voteco" and, collectively with the Company, the Management Stockholders, Pinnacle Acq Corp, PHCR and Harveys, the "Filing Persons"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3 thereunder, to amend and supplement the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission (the "SEC") on May 30, 2000 (the "Original Schedule 13E-3"), as amended by Amendment No. 1 thereto filed by the Filing Persons on July 18, 2000 ("Amendment No. 1"), Amendment No. 2 thereto filed by the Filing Persons on August 1, 2000 ("Amendment No. 2"), Amendment No. 3 thereto filed by the Filing Persons on August 17, 2000 ("Amendment No. 3"), Amendment No. 4 thereto filed by the Filing Persons on August 23, 2000 ("Amendment No. 4"), and Amendment No. 5 thereto filed by the Filing Persons on September 19, 2000 ("Amendment No. 5" and, the Original Schedule 13E-3 as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, the "Schedule 13E-3"). Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Schedule 13E-3. This Amendment No. 6 is being filed with the SEC pursuant to the requirements of Rule 13e-3(d)(2) under the Exchange Act. Except as expressly set forth in this Amendment No. 6, all information in the Schedule 13E-3 remains unchanged. Item 15. Additional Information. Item 15 of the Schedule 13E-3 is hereby amended and supplemented by adding the following information: On January 12, 2001, Pinnacle Acq Corp designated January 31, 2001 as the new Outside Termination Date of the Merger Agreement, subject to the right of Pinnacle Acq Corp to elect one or more subsequent Outside Termination Dates at any time and from time to time in its sole discretion in accordance with the Merger Agreement. The previous Outside Termination Date had been January 15, 2001. The Merger Agreement defines the Outside Termination Date as the date elected by Pinnacle Acq Corp during the period commencing on and including January 15, 2001 and ending on and including March 16, 2001. Under the Merger Agreement, Pinnacle Acq Corp may elect one or more Outside Termination Dates at any time and from time to time in its sole discretion prior to the Closing; provided, however, that Pinnacle Acq Corp shall not elect an Outside Termination Date retroactively and that any such Outside Termination Date shall not occur prior to the date of any previously designated Outside Termination Date. The foregoing is qualified in its entirety by reference to the Merger Agreement and the two amendments thereto, copies of which have been filed as Exhibits (d)(1), (d)(4) and (d)(5), respectively, hereto and each 2 of which is incorporated herein by reference in its entirety. On January 12, 2001, Harveys and Pinnacle each issued a press release announcing the designation of January 31, 2001 as the new Outside Termination Date, copies of which press releases are filed as Exhibits (d)(6) and (d)(7), respectively, hereto. Item 16. Exhibits. Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following information: (d)(6) Press release, dated January 12, 2001, of Harveys. (d)(7) Press release, dated January 12, 2001, of Pinnacle. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 16, 2001 PINNACLE ENTERTAINMENT, INC. By: /s/ Paul R. Alanis ------------------------------------------- Name: Paul R. Alanis Title: President and Chief Operating Officer /s/ R.D. Hubbard ------------------------------------------------ R. D. HUBBARD /s/ G. Michael Finnigan ------------------------------------------------ G. MICHAEL FINNIGAN /s/ Paul R. Alanis ------------------------------------------------ PAUL R. ALANIS /s/ J. Michael Allen ------------------------------------------------ J. MICHAEL ALLEN /s/ Bruce C. Hinckley ------------------------------------------------ BRUCE C. HINCKLEY 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 16, 2001 PINNACLE ACQUISITION CORPORATION By: /s/ Thomas J. Barrack. Jr. ---------------------------------------------- Name: Thomas J. Barrack, Jr. Title: Chief Executive Officer and Assistant Secretary PH CASINO RESORTS, INC. By: /s/ Thomas J. Barrack. Jr. ---------------------------------------------- Name: Thomas J. Barrack, Jr. Title: Chief Executive Officer and Assistant Secretary HARVEYS CASINO RESORTS By: /s/ Thomas J. Barrack. Jr. ---------------------------------------------- Name: Thomas J. Barrack, Jr. Title: Chairman of the Board of Directors and Assistant Secretary COLONY HCR VOTECO, LLC By: /s/ Thomas J. Barrack. Jr. ---------------------------------------------- Name: Thomas J. Barrack, Jr. Title: Member 5 EXHIBIT INDEX (d)(6) Press release, dated January 12, 2001, of Harveys. (d)(7) Press release, dated January 12, 2001, of Pinnacle. 6 EX-99.(D)(6) 2 0002.txt PRESS RELEASE, DATED JAN. 12, 2001, OF HARVEYS Exhibit (d)(6) Contact: HARVEYS CASINO RESORTS John J. McLaughlin Chief Financial Officer (775) 588-2411 FOR IMMEDIATE RELEASE: - --------------------- January 12, 2001 HARVEYS CASINO RESORTS EXTENDS MERGER AGREEMENT WITH PINNACLE ENTERTAINMENT Lake Tahoe, Nevada - Harveys Casino Resorts announced today that Harveys has extended the outside termination date of its previously announced acquisition of Pinnacle Entertainment, Inc. (f/k/a Hollywood Park, Inc.), from January 15, 2001 to January 31, 2001, subject to Harveys' right to elect one or more subsequent outside termination dates at any time and from time to time in its sole discretion in accordance with the merger agreement. Harveys intends to continue to evaluate the prospects for the transaction, but cannot assure that a transaction will be consummated. Founded in 1944 by Harvey and Llewellyn Gross, Harveys Casino Resorts wholly owns and operates Harveys Resort Hotel/Casino, a AAA Four-Diamond full- service resort at Lake Tahoe, Nevada; Harveys Wagon Wheel Hotel/Casino in Central City, Colorado; and Harveys Casino Hotel in Council Bluffs, Iowa. Harveys also manages Bluffs Run Casino in Council Bluffs, Iowa. This press release contains "forward-looking statements," as defined in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, with respect to Harveys' respective expectations or beliefs concerning future events, including statements about the consummation of Harveys' acquisition of Pinnacle. These statements are based on managements' current expectations and are subject to risks and uncertainties, some or all of which are not predictable or within Harveys' control, which could cause actual results to differ materially from expected results. These risks and uncertainties include, but are not limited to (a) ability to secure financing to complete the transaction, (b) obtaining and retaining gaming licenses and regulatory approvals, (c) changes in the gaming markets in which Harveys operates, (d) risks and uncertainties inherent in the gaming industry, (e) other risks and uncertainties related to the ability of the parties to consummate Harveys' acquisition of Pinnacle and (f) other risks as detailed from time to time in Harveys' filings with the Securities and Exchange Commission. All future written and verbal forward-looking statements attributable to Harveys or any person acting on Harveys' behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Harveys and its affiliates undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur. EX-99.(D)(7) 3 0003.txt PRESS RELEASE, DATED JAN. 12, 2001, OF PINNACLE Exhibit (d)(7) FOR IMMEDIATE RELEASE January 12, 2001 PH CASINO RESORTS EXTENDS MERGER AGREEMENT WITH PINNACLE ENTERTAINMENT Glendale, California - January 12, 2001 - Pinnacle Entertainment, Inc. (NYSE: PNK) today announced that, as provided for in the merger agreement, PH Casino Resorts, Inc., an affiliate of Harveys Casino Resorts, has extended the termination date of PH Casino Resorts' previously announced acquisition of Pinnacle Entertainment, Inc. from January 15, 2001 to January 31, 2001, subject to PH Casino Resorts' right to elect one or more subsequent outside termination dates at any time and from time to time in its sole discretion in accordance with the merger agreement. PH Casino Resorts intends to continue to evaluate the prospects for the transaction, but cannot assure that a transaction will be consummated. About Pinnacle Entertainment Pinnacle Entertainment is a diversified gaming Company that owns and operates seven casinos (four with hotels) in Nevada, Mississippi, Louisiana, Indiana and Argentina, and receives lease income from two card club casinos, both in the Los Angeles metropolitan area. (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 Pinnacle Entertainment. 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 (a) future market conditions in the high yield debt market, (b) PH Casino Resorts' ability to secure financing to complete the merger at acceptable rates, (c) obtaining and retaining gaming licenses and regulatory approvals, (d) changes in the gaming markets in which Pinnacle Entertainment operates, and (e) other risks as detailed from time to time in Pinnacle Entertainment's filings with the Securities and Exchange Commission ("SEC"). For more information on the potential factors that could affect the Company's financial results, review the Company's filings with the SEC, including the Company's Annual Report on Form 10-K Pinnacle Entertainment's other filings with the SEC. Pinnacle Entertainment undertakes no obligation, and specifically declines any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur.) CONTACT: Paul Alanis, President & CEO, or Bruce Hinckley, CFO, both of Pinnacle Entertainment, 818-662-5900; or General Inquiries, Haris Tajyar, 310-442-0599, or Analyst Inquiries, Kathy Brunson, 312-266- 7800, both of The Financial Relations Board -----END PRIVACY-ENHANCED MESSAGE-----