-----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, BVlcJMEZxfV0lbqbxSOksZ4gCLI67lDENA4ZwqHXqTwUyWJCZJFV69e6D71tfsFS MIpv9LwinAjcxiJenQ0ffg== 0000898430-01-000291.txt : 20010129 0000898430-01-000291.hdr.sgml : 20010129 ACCESSION NUMBER: 0000898430-01-000291 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010125 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: 1515463 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 # 7 TO SC 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ AMENDMENT NO. 7 TO SCHEDULE 13E-3 (FINAL AMENDMENT) (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: [X] - -------------------------------------------------------------------------------- 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. 7 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Final Amendment") 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"), Amendment No. 5 thereto filed by the Filing Persons on September 19, 2000 ("Amendment No. 5"), and Amendment No. 6 thereto filed by the Filing Persons on January 16, 2001 ("Amendment No. 6" and, the Original Schedule 13E-3 as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, 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 Final Amendment is being filed with the SEC pursuant to the requirements of Rules 13e-3(d)(2) and 13e-3(d)(3) under the Exchange Act. Except as expressly set forth in this Final Amendment, 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 22, 2001, PHCR and Pinnacle Acq Corp notified the Company that Pinnacle Acq Corp did not intend to extend the January 31, 2001 Outside Termination Date of the Merger Agreement. Accordingly, on January 22, 2001, the Merger Agreement was terminated by the mutual written consent of each of the Company, PHCR and Pinnacle Acq Corp. A copy of the letter agreement terminating the Merger Agreement is filed as Exhibit (d)(8) hereto and is incorporated by reference herein in its entirety. Pursuant to their respective terms, the Voting Agreement and the MOU each terminated effective as of the termination of the Merger Agreement. All other transaction 1 agreements entered into in connection with the Merger Agreement also have been terminated. On January 23, 2001, the Company issued a press release announcing the termination of the Merger Agreement. A copy of such press release has been filed as Exhibit (d)(9) hereto. Item 16. Exhibits. Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following information: (d)(8) Letter agreement, dated January 22, 2001, among PHCR, Pinnacle ACQ Corp and the Company. (d)(9) Press release, dated January 23, 2001, of the Company. 2 SIGNATURE After due 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 23, 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 3 SIGNATURE After due 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 23, 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 4 EXHIBIT INDEX (d)(8) Letter agreement, dated January 22, 2001, among PHCR, Pinnacle ACQ Corp and the Company. (d)(9) Press release, dated January 23, 2001, of the Company. 5 EX-99.(D)(8) 2 0002.txt LETTER AGREEMENT Exhibit (d)(8) PH CASINO RESORTS, INC. PINNACLE ACQUISITION CORPORATION Highway 50 & Stateline Avenue Lake Tahoe, Nevada 89449 January 22, 2001 BY FACSIMILE: (818) 662-5901 - ----------------------------- Pinnacle Entertainment, Inc. 330 North Brand Boulevard Suite 1100 Glendale, California 91203 Attention: Loren Ostrow, Esq. Re: Termination of Merger Agreement ------------------------------- Dear Mr. Ostrow: Reference is made to (i) the Agreement and Plan of Merger, dated as of April 17, 2000 (the "Original Merger Agreement"), among PH Casino Resorts, Inc., a Delaware corporation ("PHCR"), Pinnacle Entertainment, Inc., a Delaware corporation ("Pinnacle"), and Pinnacle Acquisition Corporation, a Delaware corporation ("Pinnacle Acq Corp"), as amended by the letter agreement dated August 22, 2000 (the "First Amendment") among PHCR, Pinnacle and Pinnacle Acq Corp, and the Second Amendment to Agreement and Plan of Merger dated September 15, 2000 (the "Second Amendment" and, the Original Merger Agreement, as amended by the First Amendment and the Second Amendment, the "Merger Agreement"), and (ii) the notice, dated January 12, 2001, from Pinnacle Acq Corp to Pinnacle electing an Outside Termination Date of January 31, 2001. Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Merger Agreement. Pinnacle Acq Corp hereby advises Pinnacle that Pinnacle Acq Corp does not intend to extend the Outside Termination Date beyond January 31, 2001. Each of Pinnacle, PHCR and Pinnacle Acq Corp acknowledges and agrees that the conditions to Closing set forth in the Merger Agreement cannot be satisfied, and therefore that the Effective Time will not occur, on or prior to January 31, 2001. Accordingly, upon Pinnacle indicating its acknowledgement and agreement below, the Merger Agreement shall be deemed to be terminated by the mutual written consent of each of the parties to the Merger Agreement, effective as of the date of this letter. Pinnacle Entertainment, Inc. Page 2 January 22, 2001 Each of Pinnacle and PHCR also acknowledges and agrees that pursuant to Section 7.01 of the Voting and Contribution Agreement, dated as of April 17, 2000 (the "Voting Agreement"), by and among PHCR and the stockholders of Pinnacle signatory thereto (the "Stockholders"), the Voting Agreement shall terminate, without any further action on the part of PHCR or any of the Stockholders, at the time of termination of the Merger Agreement. Each of Pinnacle and PHCR further acknowledges and agrees that pursuant to Paragraph 1 of the Memorandum of Understanding dated April 17, 2000 (the "MOU") among PHCR and the individuals listed on the signature pages thereto, the MOU shall terminate and cease to be of effect upon the termination of the Merger Agreement. Very truly yours, PH CASINO RESORTS, INC. By: /s/ Thomas J. Barrack, Jr. -------------------------- Name: Thomas J. Barrack, Jr. Title: President, Secretary and Treasurer PINNACLE ACQUISITION CORPORATION By: /s/ Thomas J. Barrack, Jr. -------------------------- Name: Thomas J. Barrack, Jr. Title: President, Secretary and Treasurer 2 PINNACLE ENTERTAINMENT January 22, 2001 PH Casino Resorts, Inc. Pinnacle Acquisition Corporation Highway 50 and Stateline Avenue Lake Tahoe, NV 89449 Gentlemen: Reference is made to your letter dated January 22, 2001. This will confirm our agreement and acknowledgement that the Merger Agreement (as defined in your January 22, 2001 letter) is terminated by mutual written consent of each of the parties as provided in Section 9.1(a) of the Merger Agreement. PINNACLE ENTERTAINMENT, INC By: /s/ Loren Ostrow ---------------- Loren Ostrow Vice President & General Counsel EX-99.(D)(9) 3 0003.txt PRESS RELEASE, DATED JAN. 23, 2001 Exhibit (d)(9) PH CASINO RESORTS AND PINNACLE ENTERTAINMENT TERMINATE MERGER AGREEMENT GLENDALE, Calif., Jan 23, 2001 -- Pinnacle Entertainment, Inc. (NYSE: PNK) announced today that PH Casino Resorts, Inc. ("PHCR") and Pinnacle Acquisition Corporation ("PAC"), affiliates of Colony Capital, LLC, have notified the Company that PHCR and PAC do not intend to extend the previously announced January 31, 2001 outside termination date, as provided in the merger agreement among the Company, PHCR and PAC. Accordingly, the Company, PHCR and PAC have mutually agreed that the merger agreement and all related transaction documents have been terminated. 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) obtaining and retaining gaming licenses and regulatory approvals, (b) changes in the gaming markets in which Pinnacle Entertainment operates, and (c) 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 and 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.) SOURCE: Pinnacle Entertainment, Inc. CONTACT: Paul Alanis, President & CEO, or Bruce Hinckley, CFO, both of Pinnacle Entertainment, Inc., 818-662-5900, or General, Haris Tajyar, 310-442-0599, or Analysts, Kathy Brunson, 312-266-7800, both of The Financial Relations Board -----END PRIVACY-ENHANCED MESSAGE-----