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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
Amendment No. 4 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.
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(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
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(Names of Person(s) Filing Statement)
Common Stock
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(Title of Class of Securities)
723456 10 9
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(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
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(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:[_]
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Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee**
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$692,484,294 $138,496.86
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* The transaction valuation was determined based upon (1) the product of
(a) the 26,304,929 shares of common stock, par value $0.10 per share,
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 Party:
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
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") 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 transaction, (2) R.D. Hubbard, G. Michael Finnigan, Paul R.
Alanis, J. Michael Allen and Bruce C. Hinckley, each an individual, 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").
This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated
as of April 17, 2000 (as it may be amended from time to time, the "Merger
Agreement"), among PHCR, the Company and Pinnacle Acq Corp, pursuant to which
Pinnacle Acq Corp will merge with and into the Company, with the Company as the
surviving corporation. Under the terms and subject to the conditions of the
Merger Agreement, stockholders of the Company (other than the Company, Pinnacle
Acq Corp, stockholders who have perfected their appraisal rights in accordance
with Delaware law and Management Stockholders and other members of the Company's
senior management with respect to the shares they are contributing to PHCR) will
be entitled to receive $24.00 in cash, without interest, for each share of the
Company's common stock ("Common Stock") held by them and a contingent payment of
up to an additional $1.00 per share in cash for each share of Common Stock held
by them, contingent on the sale by the Company of the Company's 97 acres of
surplus land in Inglewood, California under certain circumstances, all as more
fully described in the Proxy Statement (as defined below).
Concurrently with the filing of this Schedule 13E-3, the Company is
filing with the Securities and Exchange Commission a definitive proxy statement
(the "Proxy Statement") under Regulation 14A of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), relating to the Annual Meeting of
Stockholders of the Company at which the stockholders of the Company will
consider and vote upon, among other things, a proposal to approve and adopt the
Merger Agreement. A copy of the Proxy Statement is attached hereto as Exhibit
(a), a copy of the Merger Agreement is included as Annex A to the Proxy
Statement and incorporated by reference therefrom as Exhibit (d)(1) to this
Schedule 13E-3 and a copy of the letter agreement dated August 22, 2000 is
included as Annex A1 to the Proxy Statement and incorporated by reference
therefrom as Exhibit (d)(4) to this Schedule 13E-3. Capitalized terms used but
not defined in this Schedule 13E-3 shall have the meanings given to them in the
Proxy Statement.
By filing this Schedule 13E-3, none of the Filing Persons concedes that
Rule 13e-3 is applicable to the merger or the other transactions contemplated by
the Merger Agreement. In addition, under a potential interpretation of the
Exchange Act and Rule 13e-3, one or more of Pinnacle Acq Corp, PHCR, Harveys and
Colony HCR Voteco may be deemed to be an affiliate of the Company. Therefore,
each of Pinnacle Acq Corp, PHCR, Harveys and Colony HCR Voteco has been included
as a filing person on this Schedule 13E-3.
Item 1. Summary Term Sheet.
The information set forth under "Summary Term Sheet" in the Proxy
Statement is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The information set forth under "Parties to the
Pinnacle Merger-The Company" in the Proxy Statement is incorporated herein by
reference.
(b) Securities. The information set forth under "Annual Meeting" in
the Proxy Statement is incorporated herein by reference.
(c) Trading Market and Price. The information set forth under "Common
Stock Market Price and Dividend Information-Market Price Information" in the
Proxy Statement is incorporated herein by reference.
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(d) Dividends. The information set forth under "Common Stock Market
Price and Dividend Information-Dividend Information" in the Proxy Statement is
incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth under "Common
Stock Purchase Information" in the Proxy Statement is incorporated herein by
reference.
Item 3. Identity and Background of Filing Person.
(a)-(c) Name and Address, Business and Background of Entities and
Business and Background of Natural Persons. The information set forth under
"Parties to the Pinnacle Merger-The Company," "Parties to the Pinnacle Merger-
Pinnacle Acq Corp, PHCR, Harveys Casino Resorts and Voteco," "Proposal 2:
Election of Directors-Information Regarding Directors of the Company" and
"Proposal 2: Election of Directors-Executive Officers" in the Proxy Statement is
incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth under "Summary Term
Sheet," "Special Factors-Federal Income Tax Consequences of the Pinnacle
Merger," "Special Factors-Purposes and Reasons for the Pinnacle Merger,"
"Special Factors-Certain Effects of the Pinnacle Merger," "The Pinnacle Merger-
Financing of the Pinnacle Merger and the Harveys Merger," "The Pinnacle Merger-
Regulatory Requirements," "The Pinnacle Merger-Accounting Treatment," "Appraisal
Rights," "Merger Agreement," "Voting and Contribution Agreement; Memorandum of
Understanding" and "Stockholders Agreement" in the Proxy Statement is
incorporated herein by reference. Annexes A and A1 to the Proxy Statement and
Exhibits (d)(2) and (d)(3) to this Schedule 13E-3 also are incorporated herein
by reference in their respective entireties.
(c) Different Terms. The information set forth under "The Pinnacle
Merger-Interests of Certain Persons in the Pinnacle Merger; Certain
Relationships," "Special Factors-Certain Effects of the Merger," "Merger
Agreement," "Voting and Contribution Agreement; Memorandum of Understanding" and
"Stockholders Agreement" in the Proxy Statement is incorporated herein by
reference. Annexes A and A1 to the Proxy Statement and Exhibits (d)(2) and
(d)(3) to this Schedule 13E-3 also are incorporated herein by reference in their
respective entireties.
(d) Appraisal Rights. The information set forth under "Appraisal
Rights" and "Merger Agreement" in the Proxy Statement is incorporated herein by
reference. Annexes A , A1 and C to the Proxy Statement also are incorporated
herein by reference in their respective entireties.
(e) Provisions for Unaffiliated Security Holders. The information set
forth under "Provisions for Unaffiliated Security Holders" in the Proxy
Statement is incorporated herein by reference.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a)-(c) Transactions, Significant Corporate Events, Negotiations or
Contacts. The information set forth under "Special Factors-Background of the
Pinnacle Merger," "Merger Agreement," "Voting and Contribution Agreement;
Memorandum of Understanding" and "Stockholders Agreement" in the Proxy Statement
is incorporated herein by reference. Annexes A and A1 to the Proxy Statement and
Exhibits (d)(2) and (d)(3) to this Schedule 13E-3 also are incorporated herein
by reference in their respective entireties.
(e) Agreements Involving the Subject Company's Securities. The
information set forth under "The Pinnacle Merger-Interests of Certain Persons in
the Pinnacle Merger; Certain Relationships," "Merger Agreement," "Voting and
Contribution Agreement; Memorandum of Understanding," "Stockholders Agreement,"
"Proposal 2: Election of Directors-Board Meetings, Board Committees and Director
Compensation," "Proposal 2: Election of Directors-Amended and Restated Directors
Deferred Compensation Plan," "Proposal 2: Election of Directors-Executive
Compensation" and "Proposal 2: Election of Directors-Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.
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Annexes A and A1 to the Proxy Statement and Exhibits (d)(2) and (d)(3) to this
Schedule 13E-3 also are incorporated herein by reference in their respective
entireties.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth under "The
Pinnacle Merger-Plans for the Company After the Pinnacle Merger" in the Proxy
Statement is incorporated herein by reference.
(c) Plans.
(1)-(2) The information set forth under "Special Factors-Certain
Effects of the Pinnacle Merger," "The Pinnacle Merger-Plans for the Company
After the Pinnacle Merger" and "Merger Agreement" in the Proxy Statement is
incorporated herein by reference. Annexes A and A1 to the Proxy Statement also
is incorporated herein by reference in its entirety.
(3) The information set forth under "Special Factors-Certain
Effects of the Pinnacle Merger," "The Pinnacle Merger-Plans for the Company
After the Pinnacle Merger," "The Pinnacle Merger-Conduct of the Business of the
Company if the Pinnacle Merger is Not Consummated," "The Pinnacle Merger-
Financing of the Pinnacle Merger and the Harveys Merger" and "Merger Agreement"
in the Proxy Statement is incorporated herein by reference. Annex A to the Proxy
Statement also is incorporated herein by reference in its entirety.
(4)-(5) The information set forth under "Special Factors-Certain
Effects of the Pinnacle Merger," "The Pinnacle Merger-Plans for the Company
After the Pinnacle Merger," "The Pinnacle Merger-Conduct of the Business of the
Company if the Pinnacle Merger is Not Consummated," "Merger Agreement," "Voting
and Contribution Agreement; Memorandum of Understanding" and "Stockholders
Agreement" in the Proxy Statement is incorporated herein by reference. Annexes
A and A1 to the Proxy Statement and Exhibits (d)(2) and (d)(3) to this Schedule
13E-3 also are incorporated herein by reference in their respective
entireties.
(6)-(8) The information set forth under "Special Factors-Certain
Effects of the Pinnacle Merger," "The Pinnacle Merger-Plans for the Company
After the Pinnacle Merger," "The Pinnacle Merger-Conduct of the Business of the
Company if the Pinnacle Merger is Not Consummated" and "Merger Agreement" in the
Proxy Statement is incorporated herein by reference. Annexes A and A1 to the
Proxy Statement also is incorporated herein by reference in its entirety.
Item 7. Purposes, Alternatives, Reasons and Effects in a Going-Private
Transaction.
(a) Purposes. The information set forth under "Special Factors-
Purposes and Reasons for the Pinnacle Merger" in the Proxy Statement is
incorporated herein by reference.
(b) Alternatives. The information set forth under "Recommendation of
the Special Committee and Board of Directors; Fairness of the Pinnacle Merger"
in the Proxy Statement is incorporated herein by reference.
(c) Reasons. The information set forth under "Special Factors-
Background of the Pinnacle Merger," "Special Factors-Purposes and Reasons for
the Pinnacle Merger" and "Special Factors-Recommendation of the Special
Committee and Board of Directors; Fairness of the Pinnacle Merger" in the Proxy
Statement is incorporated herein by reference.
(d) Effects. The information set forth under "Special Factors-Certain
Effects of the Pinnacle Merger," "Special Factors- Federal Income Tax
Consequences of the Pinnacle Merger," "The Pinnacle Merger-Interests of Certain
Persons in the Pinnacle Merger; Certain Relationships," "The Pinnacle Merger-
Plans for the Company After the Pinnacle Merger," "The Pinnacle Merger-Conduct
of the Business of the Company if the Pinnacle Merger is Not Consummated,"
"Merger Agreement," "Voting and Contribution Agreement; Memorandum of
Understanding" and "Stockholders Agreement" in the Proxy Statement is
incorporated herein by reference. Annexes A and A1 to the Proxy Statement and
Exhibits (d)(2) and (d)(3) to this Schedule 13E-3 also are incorporated herein
by reference in their respective entireties.
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Item 8. Fairness of the Transaction.
(a) Fairness. The information set forth under "Special Factors-
Recommendation of the Special Committee and Board of Directors; Fairness of the
Pinnacle Merger," "Special Factors-Position of Pinnacle Acq Corp, PHCR, Harveys
Casino Resorts and Voteco"; "Special Factors-Position of Enumerated Management
Stockholders" and "The Pinnacle Merger-Interests of Certain Persons
in the Pinnacle Merger; Certain Relationships" in the Proxy Statement is
incorporated herein by reference.
(b) Factors Considered in Determining Fairness. The information set
forth under "Special Factors-Recommendation of the Special Committee and the
Board of Directors; Fairness of the Pinnacle Merger," "Special Factors-Position
of Pinnacle Acq Corp, PHCR, Harveys Casino Resorts and Voteco,"; "Special
Factors -Position of Enumerated Management Stockholders" "Special Factors-
Opinion of Financial Advisor to the Special Committee" and "The Pinnacle Merger-
Interests of Certain Persons in the Pinnacle Merger; Certain Relationships" in
the Proxy Statement is incorporated herein by reference. Annex B to the Proxy
Statement also is incorporated herein by reference in its entirety.
(c) Approval of Security Holders. The information set forth under
"Annual Meeting-Voting of Proxies; Votes Required" and "Merger Agreement" in the
Proxy Statement is incorporated herein by reference. Annexes A and A1 to the
Proxy Statement also is incorporated herein by reference in its entirety.
(d) Unaffiliated Representatives. The information set forth under
"Special Factors-Background of the Pinnacle Merger," "Special Factors-
Recommendation of the Special Committee and the Board of Directors; Fairness of
the Pinnacle Merger," "The Pinnacle Merger-Interests of Certain Persons in the
Pinnacle Merger; Certain Relationships" and "Merger Agreement" in the Proxy
Statement is incorporated herein by reference. Annexes A and A1 to the Proxy
Statement also is incorporated herein by reference in its entirety.
(e) Approval of Directors. The information set forth under "Special
Factors-Recommendation of the Special Committee and the Board of Directors;
Fairness of the Pinnacle Merger" and "The Pinnacle Merger-Interests of Certain
Persons in the Pinnacle Merger; Certain Relationships" in the Proxy Statement is
incorporated herein by reference.
(f) Other Offers. The information set forth under "Special Factors-
Background of the Pinnacle Merger" and "Special Factors-Recommendation of the
Special Committee and the Board of Directors; Fairness of the Pinnacle Merger"
in the Proxy Statement is incorporated herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
(a)-(c) Report, Opinion or Appraisal, Preparer and Summary of the
Report, Opinion or Appraisal and Availability of Documents. The information set
forth under "Special Factors-Recommendation of the Special Committee and the
Board of Directors; Fairness of the Pinnacle Merger" and "Special Factors-
Opinion of Financial Advisor to the Special Committee" in the Proxy Statement is
incorporated herein by reference. Annex B to the Proxy Statement also is
incorporated herein by reference in its entirety.
Item 10. Source or Amount of Funds or Other Consideration.
(a),(b),(d) Source of Funds, Conditions, Borrowed Funds. The
information set forth under "The Pinnacle Merger-Financing of the Pinnacle
Merger and the Harveys Merger," and "Merger Agreement" in the Proxy Statement is
incorporated herein by reference. Annexes A and A1 to the Proxy Statement and
Exhibit (b) to this Schedule 13E-3 are also incorporated herein by reference in
their respective entireties.
(c) Expenses. The information set forth under "The Pinnacle Merger-Fees
and Expenses" in the Proxy Statement is incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth under "The Pinnacle
Merger-Interests of Certain Persons in the Pinnacle Merger; Certain
Relationships," "Proposal 2: Election of Directors-Security Ownership of Certain
Beneficial Owners and Management,"
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"Parties to the Pinnacle Merger-Pinnacle Acq Corp, PHCR, Harveys Casino
Resorts and Voteco" in the Proxy Statement is incorporated herein by reference.
(b) Securities Transactions. The information set forth under "The
Pinnacle Merger-Interests of Certain Persons in the Pinnacle Merger; Certain
Relationships," "Merger Agreement," "Voting and Contribution Agreement;
Memorandum of Understanding," "Common Stock Purchase Information," "Proposal 2:
Election of Directors-Board Meetings, Board Committees and Director
Compensation," "Proposal 2: Election of Directors-Amended and Restated Directors
Deferred Compensation Plan," "Proposal 2: Election of Directors-Executive
Compensation," "Proposal 2: Election of Directors-Certain Relationships and
Related Transactions" and "Proposal 2: Election of Directors-Security
Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is
incorporated herein by reference. Annexes A and A1 to the Proxy Statement and
Exhibits (d)(2) and (d)(3) to this Schedule 13E-3 also are incorporated herein
by reference in their respective entireties.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth under "Annual Meeting-Voting of Proxies; Votes Required,"
"The Pinnacle Merger-Interests of Certain Persons in the Pinnacle Merger;
Certain Relationships," "Merger Agreement" and "Voting and Contribution
Agreement; Memorandum of Understanding" in the Proxy Statement is incorporated
herein by reference. Annexes A and A1 to the Proxy Statement and Exhibits (d)(2)
and (d)(3) to this Schedule 13E-3 also are incorporated herein by reference in
their respective entireties.
(e) Recommendations of Others. The information set forth under "Special
Factors-Recommendation of the Special Committee and Board of Directors; Fairness
of the Pinnacle Merger," "Special Factors-Position of PHCR, Harveys Casino
Resorts and Colony HCR Voteco" and "The Pinnacle Merger-Interests of Certain
Persons in the Pinnacle Merger; Certain Relationships" in the Proxy Statement is
incorporated herein by reference.
Item 13. Financial Statements.
(a) Financial Information. The information set forth under "Selected
Consolidated Financial Data" and the Financial Statements set forth under "Index
to Financial Statements" in the Proxy Statement are incorporated herein by
reference.
(b) Pro Forma Information. The information set forth under "Unaudited
Pro Forma Consolidated Financial Statements Reflecting Certain Dispositions" in
the Proxy Statement is incorporated herein by reference.
(c) Summary Information. Not applicable.
Item 14. Persons/Assets Retained, Employed, Compensated or Used.
(a),(b) Solicitations or Recommendations, Employees and Corporate
Assets. The information set forth under "Annual Meeting-Solicitation of Proxies
and Expenses," "The Pinnacle Merger-Plans for the Company After the Pinnacle
Merger," "The Pinnacle Merger-Financing of the Pinnacle Merger and the Harveys
Merger" and "The Pinnacle Merger-Fees and Expenses" in the Proxy Statement is
incorporated herein by reference.
Item 15. Additional Information.
(b) Other Material Information. The information contained in the Proxy
Statement, all Annexes to the Proxy Statement and Exhibits (d)(2) and (d)(3) to
this Schedule 13E-3 are incorporated herein by reference in their respective
entireties.
Item 16. Exhibits.
(a) Definitive Proxy Statement filed with the Securities and Exchange
Commission on August 23, 2000.
(b)* Letter Agreement, dated April 16, 2000, among PHCR and the
Lenders listed on the signature pages thereto.
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(c)(1) Opinion of Jefferies & Company, Inc. dated April 16, 2000
(incorporated by reference to Annex B to the Proxy Statement).
(c)(2)* Draft Materials dated March 24, 2000 for Presentation to the
Special Committee by Jefferies & Company, Inc.
(d)(1) Agreement and Plan of Merger, dated as of April 17, 2000, among
PHCR, the Company and Pinnacle Acq Corp (incorporated by
reference to Annex A to the Proxy Statement).
(d)(2)* Voting and Contribution Agreement, dated as of April 17, 2000,
by and among PHCR and the stockholders of the Company signatory
thereto.
(d)(3)* Memorandum of Understanding, dated April 17, 2000, among PHCR
and the individuals listed on the signature pages thereto.
(d)(4) Letter Agreement, dated August 22, 2000, among Pinnacle, PHCR
and Pinnacle Acq Corp (incorporated by reference to Annex A1 to
the Proxy Statement).
(f) Section 262 of the Delaware General Corporation Law
(incorporated by reference to Annex C to the Proxy Statement).
(g) Not applicable.
(h) Legal Opinion of Irell & Manella LLP regarding tax
consequences.
* Previously filed
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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: August 23, 2000
PINNACLE ENTERTAINMENT, INC.
By: /s/ Paul R. Alanis
---------------------------------------------
Name: Paul R. Alanis
Title: President and Chief Operating Officer
/s/ R.D. Hubbard
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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
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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: August 23, 2000
PINNACLE ACQUISITION CORPORATION
By: /s/ Thomas J. Barrack, Jr.
---------------------------------------------
Name: Thomas J. Barrack, Jr.
Title: President, Secretary and
Treasurer
PH CASINO RESORTS, INC.
By: /s/ Thomas J. Barrack, Jr.
---------------------------------------------
Name: Thomas J. Barrack, Jr.
Title: President, Secretary and
Treasurer
HARVEYS CASINO RESORTS
By: /s/ Charles W. Scharer
---------------------------------------------
Name: Charles W. Scharer
Title: President and Chief Executive Officer
COLONY HCR VOTECO, LLC
By: /s/ Thomas J. Barrack, Jr.
--------------------------------------------
Name: Thomas J. Barrack, Jr.
Title: Member
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EXHIBIT INDEX
(a) Definitive Proxy Statement filed with the Securities and
Exchange Commission on August 23, 2000.
(b)* Letter Agreement, dated April 16, 2000, among PHCR and the
Lenders listed on the signature pages thereto.
(c)(1) Opinion of Jefferies & Company, Inc. dated April 16, 2000
(incorporated by reference to Annex B to the Proxy
Statement).
(c)(2)* Draft Materials dated March 24, 2000 for Presentation to the
Special Committee by Jefferies & Company, Inc.
(d)(1) Agreement and Plan of Merger, dated as of April 17, 2000,
among PHCR, the Company and Pinnacle Acq Corp (incorporated
by reference to Annex A to the Proxy Statement).
(d)(2)* Voting and Contribution Agreement, dated as of April 17,
2000, by and among PHCR and the stockholders of the Company
signatory thereto.
(d)(3)* Memorandum of Understanding, dated April 17, 2000, among PHCR
and the individuals listed on the signature pages thereto.
(d)(4) Letter Agreement, dated August 22, 2000 among Pinnacle, PHCR
and Pinnacle Acq Corp (incorporated by reference to Annex A1
to the Proxy Statement).
(f) Section 262 of the Delaware General Corporation Law
(incorporated by reference to Annex C to the Proxy
Statement).
(g) Not applicable.
(h) Legal Opinion of Irell & Manella LLP regarding tax
consequences.
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* Previously filed
