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): January 12, 2001
HARVEYS CASINO RESORTS
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(Exact Name of Registrant as Specified in Charter)
NEVADA 1-12802 88-0066882
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
HIGHWAY 50 & STATELINE AVENUE, P.O. BOX 128, LAKE TAHOE, NEVADA 89449
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(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 588-2411
ITEM 5. OTHER EVENTS.
On January 12, 2001, Harveys Casino Resorts announced that
pursuant to and in accordance with the previously announced Agreement and
Plan of Merger, dated as of April 17, 2000, as amended (the "Merger
Agreement"), among PH Casino Resorts, Inc., Pinnacle Entertainment, Inc.
(f/k/a Hollywood Park, Inc.) and Pinnacle Acquisition Corporation
("Pinnacle Acq Corp"), Pinnacle Acq Corp has designated January 31, 2001
as the new Outside Termination Date of the Merger Agreement, subject to
the right of Pinnacle Acq Corp to elect one or more subsequent Outside
Termination Dates at any time and from time to time in its sole discretion
in accordance with the Merger Agreement. The previous Outside Termination
Date had been January 15, 2001. Harveys intends to continue to evaluate
the prospects for the transaction, but cannot assure that a transaction
will be consummated.
On January 12, 2001, Harveys issued a press release announcing
the events described above. A copy of the press release is filed as an
exhibit hereto.
This Report on Form 8-K contains "forward-looking statements,"
as defined in the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, with respect to Harveys' expectations or
beliefs concerning future events, including statements about the
consummation of Harveys' acquisition of Pinnacle. These statements are
based on management's current expectations and are subject to risks and
uncertainties, some or all of which are not predictable or within Harveys'
control, which could cause actual results to differ materially from
expected results. These risks and uncertainties include, but are not
limited to (a) ability to secure financing to complete the transaction,
(b) obtaining and retaining gaming licenses and regulatory approvals, (c)
changes in the gaming markets in which Harveys operates, (d) risks and
uncertainties inherent in the gaming industry, (e) other risks and
uncertainties related to the ability of the parties to consummate Harveys'
acquisition of Pinnacle and (f) other risks as detailed from time to time
in Harveys' filings with the Securities and Exchange Commission. All
future written and verbal forward-looking statements attributable to
Harveys or any person acting on Harveys' behalf are expressly qualified in
their entirety by the cautionary statements contained or referred to in
this section. Harveys and its affiliates undertake no obligation, and
specifically decline 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 Report on Form
8-K might not occur.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this report:
99.1 Press release, dated January 12, 2001, of Harveys.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: January 15, 2001 By: /s/ John J. McLaughlin
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Name: John J. McLaughlin
Title: Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press release, dated January 12, 2001, of Harveys.
