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): March 15, 2004
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 | 89109 | |
| (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)
| Item 5. | Other Events |
On March 15, 2004, we completed our private placement of $200 million aggregate principal amount of 8.25% senior subordinated notes due 2012. We are filing as exhibits to this Current Report on Form 8-K the indenture, registration rights agreement and purchase agreement relating to the private placement.
On March 19, 2004, we repurchased $188 million in aggregate principal amount of our 9.25% senior subordinated notes due 2007 pursuant to a partial tender offer which expired on March 18, 2004. The tender offer price was $1,032.08 per $1,000 principal amount of purchased 9.25% senior subordinated notes due 2007 plus accrued interest.
| Item 7. | Financial Statements and Exhibits |
(c) Exhibits
| Exhibit No. | Description | |
| Exhibit 4.1 | Indenture dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York. | |
| Exhibit 10.1 | Registration Rights Agreement dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein, Lehman Brothers Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., SG Cowen Securities Corporation, UBS Securities LLC and Hibernia Southcoast Capital, Inc. | |
| Exhibit 10.2 | Purchase Agreement dated as of February 27, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein, Lehman Brothers, Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., SG Cowen Securities Corporation, UBS Securities LLC and Hibernia Southcoast Capital, Inc. | |
| Exhibit 99.1 | Press release dated March 19, 2004, issued by Pinnacle Entertainment, Inc. relating to the closing of its partial tender for its 9.25% senior subordinated notes due 2007. | |
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SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
PINNACLE ENTERTAINMENT, INC. (Registrant) | ||||||||
| Date: March30, 2004 | By: | /s/ JOHN A. GODFREY | ||||||
John A. Godfrey Senior Vice President, General Counsel and Secretary | ||||||||
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
| Exhibit 4.1 | Indenture dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York. | |
| Exhibit 10.1 | Registration Rights Agreement dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein, Lehman Brothers Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., SG Cowen Securities Corporation, UBS Securities LLC and Hibernia Southcoast Capital, Inc. | |
| Exhibit 10.2 | Purchase Agreement dated as of February 27, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein, Lehman Brothers, Inc., Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., SG Cowen Securities Corporation, UBS Securities LLC and Hibernia Southcoast Capital, Inc. | |
| Exhibit 99.1 | Press release dated March 19, 2004, issued by Pinnacle Entertainment, Inc. relating to the closing of its partial tender for its 9.25% senior subordinated notes due 2007. | |
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