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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): April 17, 2000
PINNACLE ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 0-10619 95-3667491
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
330 N. Brand Boulevard, Suite 1100, Glendale, California 91203
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (818) 662-5900
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Item 5. Other Events.
On April 17, 2000, Pinnacle Entertainment, Inc. issued a press release, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 7. Exhibits.
99.1 Press Release dated April 17, 2000.
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SIGNATURES
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.
Date: April 17, 2000 By: /s/ Bruce C. Hinckley
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Bruce C. Hinckley
Chief Financial Officer
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Exhibit Index
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Exhibit Description
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99.1 Press Release dated April 17, 2000.
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Exhibit 99.1
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PINNACLE ENTERTAINMENT, INC. HARVEYS CASINO RESORTS
(formerly: Hollywood Park, Inc.) Highway 50 & Stateline Ave.
330 North Brand Avenue, Suite 1100 P.O. Box 128
Glendale, California 91203 Lake Tahoe, Nevada 89449
TRADED: NYSE: PNK
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FOR FURTHER INFORMATION:
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AT PINNACLE: AT THE FINANCIAL RELATIONS BOARD:
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R.D. Hubbard Mr. Lynn P. Reitnouer Paul Alanis Paul Goodson Kathy Brunson
Chairman and Special Committee President & General Inquiries Analyst Inquiries
CEO Chairman COO
(949) 752-4840 (818) 662-5900 (818) 662-5900 (310) 442-0599 (312) 266-7800
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AT HARVEYS: AT COLONY:
Jim Rafferty Owen Blicksilver
775-586-6753 212-419-4283
FOR IMMEDIATE RELEASE
April 17, 2000
DEFINITIVE AGREEMENT REACHED FOR HARVEYS'
ACQUISITION OF PINNACLE ENTERTAINMENT
Transaction Expected to Close in Fourth Quarter 2000
Glendale, California - April 17, 2000 - Pinnacle Entertainment, Inc. (NYSE:PNK;
formerly Hollywood Park, Inc.) announced today that it has entered into a
definitive agreement with PH Casino Resorts, a newly formed subsidiary of
Harveys Casino Resorts, pursuant to which PH Casino Resorts would acquire by
merger all of the outstanding capital stock of Pinnacle Entertainment. (Harveys
Casino Resorts is an affiliate of Colony Capital, Inc.) As a condition to the
transaction, senior management of Pinnacle will contribute $50 million of
Pinnacle Entertainment shares and share equivalents to PH Casino Resorts and
have agreed to an ongoing role with PH.
Upon closing of the merger, PH Casino Resorts will acquire all of the then
outstanding stock of Pinnacle Entertainment for $24 per fully diluted share in
cash, plus up to an additional $1 per fully diluted share, which amount is
contingent upon the sale of Pinnacle Entertainment's 97 acres of surplus land in
Inglewood, California, for net after tax proceeds of at least $40.75 million.
In the event the 97 acres are not sold prior to the closing of this transaction,
the merger agreement stipulates a price per share of $24 per fully diluted share
payable in cash upon closing, with an additional $1 per fully diluted share to
be payable in the future, contingent upon the sale of the 97 acres prior to
December 31, 2001 for net after tax proceeds of at least $40.75 million. In the
event the 97 acres are sold prior to December 31, 2001 for net after tax
proceeds of less than $40.75 million but more than $13.1 million, the $1 per
fully diluted share will be reduced proportionately. In the event the 97 acres
are not sold by December 31, 2001 or have been sold, but at a price less than
$13.1 million, then Pinnacle Entertainment stockholders would not be entitled to
any such
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additional payment. PH Casino Resorts' obligation to pay the contingent amount
will be secured by an irrevocable letter of credit in the maximum amount of the
obligation.
The merger has received the unanimous approval of the Boards of both companies
and of a special committee comprised exclusively of independent directors of
Pinnacle Entertainment. Consummation of the merger is subject to, among other
things, regulatory approvals in the various jurisdictions in which Pinnacle
Entertainment and Harveys Casino Resorts conduct gaming operations, approval by
a majority of Pinnacle Entertainment's stockholders, completion of PH Casino
Resorts' financing for the transaction (with respect to which customary bank
commitment and high yield "highly confident" letters have been received) and
satisfaction of other conditions precedent, including certain dispositions and
the opening of Pinnacle Entertainment's Indiana casino resort (currently under
construction) substantially in accordance with its current budget not later than
September 15, 2000. The parties currently expect the transaction to be
consummated in the fourth quarter of 2000.
Pinnacle Entertainment is a diversified gaming company that owns and operates
eight casinos (four with hotels) in Nevada, Mississippi, Louisiana and
Argentina, two of which are the subject of a pending sales transaction.
Pinnacle Entertainment receives lease income from two card club casinos, both in
the Los Angeles metropolitan area; and owns and operates the Turf Paradise horse
racing facility in Arizona that is the subject of a pending sale transaction.
The Company is also constructing the Belterra Resort and Casino, a major
hotel/casino complex in Southern Indiana, approximately 35 miles southwest of
Cincinnati.
Founded in 1944, Harveys Casino Resorts owns and operates Harveys Resort and
Casino, a AAA Four-Diamond full-service resort at Lake Tahoe, Nevada; Harveys
Casino Hotel in Council Bluffs, Iowa; and Harveys Wagon Wheel Hotel/Casino in
Central City, Colorado. Harveys Casino Resorts also manages Bluffs Run Casino
in Council Bluffs, Iowa.
(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 the Company, including statements related to
the completion of the sale of Pinnacle Entertainment to PH Casino Resorts.
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, the failure of either Pinnacle Entertainment or
PH Casino Resorts to fulfill the conditions necessary to complete the
transaction, as well as other risks as detailed from time to time in Pinnacle
Entertainment's filings with the Securities and Exchange Commission. For more
information on the potential factors that could affect the Company's financial
results, review the Company's filings with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K and the
Company's other filings with the SEC.)
For more information on Pinnacle Entertainment, Inc. via facsimile at no cost,
call 1-800-PRO-INFO and dial company code PNK.
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