UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 25)*
PINNACLE ENTERTAINMENT, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
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723456 10 9
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(CUSIP Number)
JENNINGS J. NEWCOM
DAVIS GRAHAM & STUBBS LLP
1550 17TH STREET, SUITE 500
DENVER, CO 80202
(303) 892-9400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 25, 2003
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and
five copies of this schedule, including all exhibits. See ss. 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1746 (03-00)
Schedule 13D
CUSIP NO. 723456 10 9 PINNACLE ENTERTAINMENT, INC.
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
R.D. HUBBARD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |_|
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 0 (1)
SHARES
BENEFICIALLY ---------------------------------------------------------------
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0 (1)
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
571,990
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10 SHARED DISPOSITIVE POWER
1,790,996 (2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,362,986(1)(3)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) All 2,362,986 shares beneficially owned are currently subject to a
voting trust.
(2) Shares are subject to a purchase right, a right of first refusal and
other limitations on sale pursuant to a Stock Agreement.
(3) Amount includes 322,000 shares subject to options currently
exercisable or exercisable within 60 days.
2
Schedule 13D
CUSIP NO. 723456 10 9 PINNACLE ENTERTAINMENT, INC.
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This Statement relates to the Schedule 13D, as amended (the "Schedule
13D"), filed by Mr. R.D. Hubbard with regard to beneficial ownership of common
stock, par value $.10 per share (the "Common Stock"), of Pinnacle Entertainment,
Inc. (the "Company"), and constitutes Amendment No. 25 thereto. Capitalized
terms used herein and not otherwise defined have the meaning set forth in
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Item 5(a) is hereby amended by adding the information contained in
Items 11 and 13 of the cover page.
(b) Item 5(b) is hereby amended by adding the information contained in
Items 7 through 10 of the cover page.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by adding the following:
Mr. Hubbard entered into a Stock Agreement, effective July 25, 2003 (the
"Stock Agreement"), with the Company with respect to the 1,790,996 shares of
Common Stock of the Company of which Mr. Hubbard is the sole beneficial owner
(the "Hubbard Shares"). Pursuant to the Stock Agreement, Mr. Hubbard has agreed
that the Hubbard Shares will be subject to a purchase right, limitations on
transfer and a right of first refusal.
Purchase Right. Pursuant to the Stock Agreement, Mr. Hubbard has granted
the Company the right to purchase some or all of the Hubbard Shares (the
"Purchase Right"). The Purchase Right may be exercised only once and for no less
than 500,000 Hubbard Shares at a purchase price equal to (i) $10 per share, if
the Purchase Right is exercised by July 1, 2004, or (ii) $15 per share, if the
Purchase Right is exercised after July 1, 2004 but on or before July 1, 2005.
The number of Hubbard Shares subject to the Purchase Right will be reduced by
Mr. Hubbard's sale of Hubbard Shares, subject to the restrictions on sale set
forth below. The Company may transfer the Purchase Right, but any transferees
must coordinate their purchases such that the Purchase Right is only exercised
once. In addition, if the Company sells the Purchase Right, the right of first
refusal described below or any other rights of the Company pursuant to the Stock
Agreement, Mr. Hubbard will receive one-half of any consideration received by
the Company.
Limitations on Sales, Gifts and Pledges. Mr. Hubbard has also agreed to
limitations on his ability to sell, gift or pledge the Hubbard Shares during the
period from July 1, 2003 through July 1, 2006. Mr. Hubbard has agreed not to
sell his Hubbard Shares, except that he and any Permitted Transferee (defined
below) together may sell in any calendar quarter an aggregate number of Hubbard
Shares (excluding shares issued upon exercise of options, warrants or other
rights to acquire shares) equal to the greater of (i) 1% of the number of
outstanding shares of Common Stock as of the date of the sale in question and
(ii) the average weekly trading volume of the Common Stock for the ten weeks
preceding the date of the proposed sale or the computation date. In addition,
all such sales by Mr. Hubbard or a Permitted Transferee must be
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Schedule 13D
CUSIP NO. 723456 10 9 PINNACLE ENTERTAINMENT, INC.
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made in an unsolicited brokerage transaction or in a block sale, in each case
subject to the right of first refusal set forth below. Mr. Hubbard may gift his
shares to the R. D. Hubbard Foundation or to a trust set up for the benefit of
Mr. Hubbard or a member of his immediate family (each, a "Permitted Transferee")
provided the Permitted Transferee of such shares agrees to be bound by the Stock
Agreement and provided that Mr. Hubbard continues to hold at least 500,000
Hubbard Shares. Finally, Mr. Hubbard may pledge the Hubbard Shares as security
for indebtedness only if the pledgee agrees in writing to be bound by the terms
of the Stock Agreement and provided that Mr. Hubbard continues to hold at least
500,000 Hubbard Shares free and clear of any liens.
Right of First Refusal. From July 1, 2004 through July 1, 2006, Mr.
Hubbard and each Permitted Transferee may not transfer more than 100,000 Hubbard
Shares, either in a single transaction or in a series of related transactions
with a single purchaser or group (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934) of purchasers, without first providing notice
to the Company of the proposed terms of the sale (the "Sale Notice") and
offering the Company or its assignees the opportunity to purchase such shares on
the same terms. If there are any delays in the purchase by the Company or its
assignee as a result of obtaining regulatory approvals for such purchase, the
Company will pay Mr. Hubbard interest on the purchase price payable for the
Hubbard Shares subject to the Sale Notice at the prime rate plus 3%. In
addition, if the purchase price is calculated based on a formula and there is a
delay in the purchase by the Company or its assignee, Mr. Hubbard will be paid
the higher of (i) the purchase price calculated at the time of the original sale
pursuant to the Sale Notice and (ii) the purchase price calculated at the time
the Company or its assignee actually makes the purchase.
If the Company does not purchase the Hubbard Shares subject to a Sale
Notice after electing to do so, the Hubbard Shares subject to the Sale Notice
will thereafter be free from the restrictions in the Stock Agreement. If the
Company's assignee does not purchase the Hubbard Shares subject to a Sale Notice
after electing to do so, then the Company may elect to either (i) purchase such
Hubbard Shares on the terms provided in the Sale Notice (with the purchase price
being calculated in a manner which provides Mr. Hubbard the downside purchase
price protection contemplated above) or (ii) decline to purchase such Hubbard
Shares, in which case the Hubbard Shares subject to the Sale Notice will
thereafter be free from the restrictions in the Stock Agreement. In addition,
the Stock Agreement provides that to the extent that Mr. Hubbard does not sell
the Hubbard Shares subject to the Sale Notice to the original proposed purchaser
identified in the Sale Notice at or above the same price as originally proposed
and within 60 days after the Company or its assignee fails to purchase such
Hubbard Shares, the Company will pay to Mr. Hubbard the difference between the
original purchase price and the fair market value of such Hubbard Shares on the
date that the Company or its assignee, as the case may be, fails to purchase
such Hubbard Shares.
The Stock Agreement also prohibits Mr. Hubbard and each Permitted
Transferee from making any sales to any person or group of persons if, to his
knowledge, such sales, when added to all other sales of the Common Stock by Mr.
Hubbard and each Permitted Transferee to such person or group at any time after
July 1, 2002, will exceed four percent (4%) of the outstanding shares of Common
Stock.
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Schedule 13D
CUSIP NO. 723456 10 9 PINNACLE ENTERTAINMENT, INC.
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Sales in Connection with a Change of Control. The Stock Agreement states
that Mr. Hubbard may sell or transfer not less than all of the Hubbard Shares
then owned by him completely free of the Purchase Right, the limitations on sale
and the right of first refusal contained in the Stock Agreement if, in
connection with a proposed Change of Control (as defined in the Stock
Agreement), the holders of at least 51% of the voting equity of the Company
(excluding the Hubbard Shares and shares of Common Stock held by affiliates)
have either indicated their approval of such Change of Control by delivery of
valid proxies or validly tendered their shares into such proposed Change of
Control or (ii) a majority of the independent directors of the Company have
approved such proposed Change of Control.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 10.1 Stock Agreement, dated July 1, 2003, by and among R.D. Hubbard
and the Company.
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Schedule 13D
CUSIP NO. 723456 10 9 PINNACLE ENTERTAINMENT, INC.
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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.
Dated: July 31, 2003
/S/R.D. HUBBARD
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R.D. Hubbard
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EXHIBIT INDEX
Exhibit Description
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Exhibit 10.1 Stock Agreement, dated July 1, 2003, by and among R.D.
Hubbard and Pinnacle Entertainment, Inc.