8-K

UNITED STATES
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): August 31, 2009

PINNACLE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-13641	95-3667491
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3800 Howard Hughes Parkway Las Vegas, Nevada	89169
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (702) 784-7777

N/A

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.04.   Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 31, 2009, The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), as trustee under the Indenture (as defined below), issued the Notice of Redemption filed herewith as Exhibit 99.1 and incorporated herein by this reference, on behalf of Pinnacle Entertainment, Inc. (the “Company”), to the record holder of the remaining $9,535,000 in aggregate principal amount of the Company’s 8.75% Senior Subordinated Notes due 2013 (the “Notes”, CUSIP Number 723456AA7). Pursuant to the Notice of Redemption, the Company has exercised its option to call for redemption all of the remaining Notes at a redemption price of 102.917% of principal amount of the Notes, together with accrued and unpaid interest on the principal amount of the Notes to, but excluding, the redemption date, which is October 1, 2009. On the redemption date, the redemption price for the remaining Notes will become due and payable. The Company issued the Notes under that certain First Supplemental Indenture dated as of September 25, 2003 (the “Indenture”), by and among the Company, the guarantors referred to therein and the Trustee, which supplements that certain Indenture, dated as of September 25, 2003, among the Company, the guarantors referred to therein, and the Trustee. The redemption will be made pursuant to the terms of the Indenture.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit No.	Description
Exhibit 99.1	Notice of Redemption dated August 31, 2009

 

SIGNATURE

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.

(Registrant)

Date: September 1, 2009

By:   /s/ Stephen H. Capp                  
         Stephen H. Capp
         Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS  

Exhibit No.	Description
Exhibit 99.1	Notice of Redemption dated August 31, 2009

 

EX-99.1

Exhibit 99.1

NOTICE OF REDEMPTION IN FULL
ON OCTOBER 1, 2009

8.75% Senior Subordinated Notes due 2013 of
Pinnacle Entertainment, Inc.
CUSIP No. 723456AA7^*

NOTICE IS HEREBY GIVEN, pursuant to Section 3.3 of that certain First Supplemental Indenture dated as of September 25, 2003 (the “Supplemental Indenture”), by and among Pinnacle Entertainment, Inc., a Delaware corporation (the "Company”), as issuer, the guarantors referred to in the Supplemental Indenture, and The Bank of New York, as trustee (now The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York) (the "Trustee"), which supplements that certain Indenture, dated as of September 25, 2003, among the Company, the guarantors referred to therein, and the Trustee, pertaining to the Company’s 8.75% Senior Subordinated Notes due 2013 (the “Notes”), that all outstanding Notes, totaling $9,535,000 in aggregate principal amount, will be redeemed on October 1, 2009 (the “Redemption Date”). The terms of the redemption shall be as follows:

a) The Notes are being redeemed pursuant to Paragraph 5 of the Notes and Section 3.7(a) of the Supplemental Indenture.

b) The redemption price shall be equal to one hundred two and nine hundred seventeen thousandths percent (102.917%) of the principal amount of the Notes, together with accrued and unpaid interest on the principal amount of the Notes to, but excluding, the Redemption Date (the “Redemption Price”).

c) The Redemption Price for a beneficial interest in a Note will be paid on or after the Redemption Date only upon presentation and surrender of such Note to the Trustee (which is also the Paying Agent) at the following address: The Bank of New York Mellon Trust Company, N.A., 111 Sanders Creek Parkway, East Syracuse, New York 13057 – Corporate Trust Operations, Redemption Unit.

d) Interest on the Notes will cease to accrue on and after the Redemption Date, unless the Company defaults in making the redemption payment.

^* The Trustee is not responsible for the selection or use of the CUSIP number, and no representation is made as to the correctness or accuracy of the CUSIP number set forth above or printed on the Notes. The CUSIP number set forth above is included solely for the convenience of the holders of Notes.

This Notice of Redemption in Full is dated August 31, 2009.

PINNACLE ENTERTAINMENT, INC
Issuer