SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 1)
PINNACLE ENTERTAINMENT, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
723456 10 9
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(CUSIP Number)
JONATHAN H. GRUNZWEIG
C/O COLONY CAPITAL, LLC
360 N. CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 282-8800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
NICK P. SAGGESE, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND AVENUE, SUITE 3400
LOS ANGELES, CALIFORNIA 90071-3144
(213) 687-5000
DECEMBER 18, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: o
(Continued on following pages)
(Page 1 of 12 Pages)
CUSIP No. 723456 10 9 13D Page 2 of 12 Pages
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1 NAME OF REPORTING PERSON
HARVEYS CASINO RESORTS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 3,000,265 (See Item 5)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,000,265 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% (See Item 5)
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 723456 10 9 13D Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
COLONY HCR VOTECO, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 3,000,265 (See Item 5)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,000,265 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% (See Item 5)
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 723456 10 9 13D Page 4 of 12 Pages
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1 NAME OF REPORTING PERSON
THOMAS J. BARRACK, JR.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 3,000,265 (See Item 5)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
3,000,265 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4% (See Item 5)
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 723456 10 9 13D Page 5 of 12 Pages
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1 NAME OF REPORTING PERSON
KELVIN L. DAVIS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) | |
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) | |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED -0- (See Item 5)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
-0- (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES | |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0 % (See Item 5)
14 TYPE OF REPORTING PERSON
IN
This Amendment No. 1 (this "Amendment") amends and supplements the
Schedule 13D, dated April 17, 2000 (the "Schedule 13D"), filed by Harveys
Casino Resorts, Colony HCR Voteco, LLC ("Voteco"), Thomas J. Barrack, Jr.
("Mr. Barrack") and Kelvin L. Davis ("Mr. Davis") with respect to the
Common Stock, par value $.10 per share (the "Pinnacle Common"), of Pinnacle
Entertainment, Inc. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended and supplemented
by adding the following paragraph at the end thereof:
Pursuant to the Assignment Agreement by and between Mr. Davis
and Mr. Barrack, dated December 18, 2000 (the "Assignment Agreement"), Mr.
Barrack purchased Mr. Davis' entire interest in Voteco. As a result of the
purchase, Mr. Barrack holds a 100% interest in Voteco and is the sole
member and manager of Voteco. As a result of the purchase, Mr. Davis no
longer has an interest in Voteco and, therefore, is no longer deemed to
beneficially own the shares of Pinnacle Common beneficially owned by
Voteco. The Reporting Persons are making this joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Exchange Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the Reporting
Persons that such a group exists.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended and supplemented
by incorporating herein by reference the response to Item 2 hereof.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended and supplemented
by incorporating herein by reference the response to Item 2 hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented
by adding the following immediately at the end thereof:
Exhibit 5 Assignment Agreement, dated as of December 18, 2000,
by and between Kelvin L. Davis and Thomas J. Barrack, Jr.
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.
HARVEYS CASINO RESORTS
Date: December 18, 2000 By: /s/ Thomas J. Barrack, Jr.
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Thomas J. Barrack, Jr.
Chairman of the Board of Directors
and Assistant Secretary
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.
COLONY HCR VOTECO, LLC
Date: December 18, 2000 By: /s/ Thomas J. Barrack, Jr.
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Thomas J. Barrack, Jr.
Member
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: December 18, 2000 /s/ Thomas J. Barrack, Jr.
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THOMAS J. BARRACK, JR.
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: December 18, 2000 /s/ Kelvin L. Davis
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KELVIN L. DAVIS
EXHIBIT INDEX
Page No.
Exhibit 5 Assignment Agreement, dated as of December 18, 2000, 12
by and between Kelvin L. Davis and Thomas J. Barrack, Jr.
