The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete. |
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
|
| OMB APPROVAL |
| OMB Number: |
3235-0076 |
| Estimated average burden |
| hours per response: |
4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0000356213 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PINNACLE ENTERTAINMENT INC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PINNACLE ENTERTAINMENT INC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PRKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001269976 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| ACE GAMING LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| NEW JERSEY |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| ACE GAMING LLC |
| Street Address 1 |
Street Address 2 |
| 3800 Howard Hughes Parkway |
|
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| Las Vegas |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387643 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| AREH MLK LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| AREH MLK LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387642 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| AREP Boardwalk Properties LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| AREP Boardwalk Properties LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001175357 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| BELTERRA RESORT INDIANA LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| NEVADA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| BELTERRA RESORT INDIANA LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001080855 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| BILOXI CASINO CORP |
| Jurisdiction of Incorporation/Organization |
|---|
| MISSISSIPPI |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| BILOXI CASINO CORP |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0000891552 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| BOOMTOWN LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| BOOMTOWN LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0000891105 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| CASINO MAGIC CORP |
| Jurisdiction of Incorporation/Organization |
|---|
| MINNESOTA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| CASINO MAGIC CORP |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001080858 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| CASINO ONE CORP |
| Jurisdiction of Incorporation/Organization |
|---|
| MISSISSIPPI |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| CASINO ONE CORP |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001044947 |
|
| |
Corporation |
| X |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| LOUISIANA I GAMING/LOUISIANA PARTNERSHIP IN COMMENDAM |
| Jurisdiction of Incorporation/Organization |
|---|
| LOUISIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| LOUISIANA I GAMING/LOUISIANA PARTNERSHIP IN COMMENDAM |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387639 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| MITRE Associates LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| MITRE Associates LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001179009 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| OGLE HAUS LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| INDIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| OGLE HAUS LLC |
| Street Address 1 |
Street Address 2 |
| 3800 Howard Hughes Parkway |
|
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| Las Vegas |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387509 |
|
| |
Corporation |
| X |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (Baton Rouge) Partnership |
| Jurisdiction of Incorporation/Organization |
|---|
| LOUISIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (Baton Rouge) Partnership |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001175358 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (BOSSIER CITY )INC |
| Jurisdiction of Incorporation/Organization |
|---|
| LOUISIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (BOSSIER CITY )INC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348973 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (CHILE 1), LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (CHILE 1), LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348974 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (CHILE 2), LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (CHILE 2), LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348957 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK Development 7, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK Development 7, LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348958 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK Development 8, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK Development 8, LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348961 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK Development 9, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK Development 9, LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348966 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK Development 13, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| NEW JERSEY |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK Development 13, LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348975 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (ES), LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| MISSOURI |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (ES), LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001175356 |
| PNK LAKE CHARLES LLC |
| PNK LAKE CHARLES LCC |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (LAKE CHARLES) L.L.C. |
| Jurisdiction of Incorporation/Organization |
|---|
| LOUISIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (LAKE CHARLES) L.L.C. |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PARKWAY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0000918870 |
| PNK RENO LLC |
| BOOMTOWN HOTEL & CASINO INC |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (Reno) LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| NEVADA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (Reno) LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702.784.7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387510 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (SCB), L.L.C. |
| Jurisdiction of Incorporation/Organization |
|---|
| LOUISIANA |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (SCB), L.L.C. |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348972 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (STLH), LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (STLH), LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001348971 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PNK (ST. LOUIS RE), LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PNK (ST. LOUIS RE), LLC |
| Street Address 1 |
Street Address 2 |
| C/O PINNACLE ENTERTAINMENT, INC. |
3800 HOWARD HUGHES PARKWAY |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0000914683 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PRESIDENT RIVERBOAT CASINO MISSOURI INC |
| Jurisdiction of Incorporation/Organization |
|---|
| MISSISSIPPI |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PRESIDENT RIVERBOAT CASINO MISSOURI INC |
| Street Address 1 |
Street Address 2 |
| 3800 Howard Hughes Parkway |
|
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| Las Vegas |
NV |
89169 |
702 784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387630 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| PSW Properties LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| DELAWARE |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2006 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| PSW Properties LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001179008 |
|
| X |
Corporation |
| |
Limited Partnership |
| |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| ST LOUIS CASINO CORP |
| Jurisdiction of Incorporation/Organization |
|---|
| MISSOURI |
| Year of Incorporation/Organization |
|---|
| X |
Over Five Years Ago |
| |
Within Last Five Years (Specify Year) |
|
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| ST LOUIS CASINO CORP |
| Street Address 1 |
Street Address 2 |
| 3800 Howard Hughes Parkway |
|
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| Las Vegas |
NV |
89169 |
702 784-7777 |
1. Issuer's Identity
| CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
| 0001387514 |
|
| |
Corporation |
| |
Limited Partnership |
| X |
Limited Liability Company |
| |
General Partnership |
| |
Business Trust |
| |
Other (Specify) |
|
| Name of Issuer |
|---|
| Yankton Investments, LLC |
| Jurisdiction of Incorporation/Organization |
|---|
| NEVADA |
| Year of Incorporation/Organization |
|---|
| |
Over Five Years Ago |
| X |
Within Last Five Years (Specify Year) |
2005 |
| |
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| Yankton Investments, LLC |
| Street Address 1 |
Street Address 2 |
| 3800 HOWARD HUGHES PKWY |
SUITE 1800 |
| City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
| LAS VEGAS |
NV |
89169 |
702-784-7777 |
3. Related Persons
| Last Name |
First Name |
Middle Name |
| Lee |
Daniel |
R. |
| Street Address 1 |
Street Address 2 |
| 3800 Howard Hughes Parkway |
|
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
X |
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Comer |
Stephen |
C. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Giovenco |
John |
V. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Goeglein |
Richard |
J. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Landau |
Ellis |
|
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Leslie |
Bruce |
A. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Martineau |
James |
L. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Ornest |
Michael |
|
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Reitnouer |
Lynn |
P. |
| Street Address 1 |
Street Address 2 |
| c/o Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Capp |
Stephen |
H. |
| Street Address 1 |
Street Address 2 |
| Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Godfrey |
John |
A. |
| Street Address 1 |
Street Address 2 |
| Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Ruisanchez |
Carlos |
|
| Street Address 1 |
Street Address 2 |
| Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
| Last Name |
First Name |
Middle Name |
| Uboldi |
Alain |
|
| Street Address 1 |
Street Address 2 |
| Pinnacle Entertainment, Inc. |
3800 Howard Hughes Parkway |
| City |
State/Province/Country |
ZIP/PostalCode |
| Las Vegas |
NV |
89169 |
| Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
4. Industry Group
| |
Agriculture |
|
Banking & Financial Services |
|
| |
Commercial Banking |
| |
Insurance |
| |
Investing |
| |
Investment Banking |
| |
Pooled Investment Fund |
|
|
|
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940? |
|
|
| |
Other Banking & Financial Services |
|
| |
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
| |
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
| |
Tourism & Travel Services |
|
|
|
|
Other |
|
5. Issuer Size
| Revenue Range |
OR |
Aggregate Net Asset Value Range |
| |
No Revenues |
|
No Aggregate Net Asset Value |
| |
$1 - $1,000,000 |
|
$1 - $5,000,000 |
| |
$1,000,001 - $5,000,000 |
|
$5,000,001 - $25,000,000 |
| |
$5,000,001 - $25,000,000 |
|
$25,000,001 - $50,000,000 |
| |
$25,000,001 - $100,000,000 |
|
$50,000,001 - $100,000,000 |
| X |
Over $100,000,000 |
|
Over $100,000,000 |
| |
Decline to Disclose |
|
Decline to Disclose |
| |
Not Applicable |
|
Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
|
Rule 505 |
| |
Rule 504 (b)(1)(i) |
X |
Rule 506 |
| |
Rule 504 (b)(1)(ii) |
|
Securities Act Section 4(5) |
| |
Rule 504 (b)(1)(iii) |
|
Investment Company Act Section 3(c) |
|
| |
Section 3(c)(1) |
|
Section 3(c)(9) |
|
| |
Section 3(c)(2) |
|
Section 3(c)(10) |
|
| |
Section 3(c)(3) |
|
Section 3(c)(11) |
|
| |
Section 3(c)(4) |
|
Section 3(c)(12) |
|
| |
Section 3(c)(5) |
|
Section 3(c)(13) |
|
| |
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
| X |
New Notice |
|
Date of First Sale |
2009-08-10 |
|
|
First Sale Yet to Occur |
| |
Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than one year? |
|
|
9. Type(s) of Securities Offered (select all that apply)
| |
Equity |
|
Pooled Investment Fund Interests |
| X |
Debt |
|
Tenant-in-Common Securities |
| |
Option, Warrant or Other Right to Acquire Another Security |
|
Mineral Property Securities |
| |
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
X |
Other (describe) |
|
Subsidiary guaranties of the 8-5/8% Senior Notes due 2017 of Pinnacle Entertainment, Inc. |
10. Business Combination Transaction
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor |
$0
|
USD |
12. Sales Compensation
| Recipient |
| Recipient CRD Number |
X |
None |
|
| (Associated) Broker or Dealer |
X |
None |
|
| (Associated) Broker or Dealer CRD Number |
X |
None |
|
| Street Address 1 |
Street Address 2 |
| City |
State/Province/Country |
ZIP/Postal Code |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States |
|
All States |
|
|
13. Offering and Sales Amounts
| Total Offering Amount |
$450,000,000
|
USD |
|
| Total Amount Sold |
$450,000,000
|
USD |
| Total Remaining to be Sold |
$0
|
USD |
|
Clarification of Response (if Necessary):
$450,000,000 aggregate principal amount of 8-5/8% Senior Notes due 2017 by Pinnacle Entertainment, Inc.14. Investors
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. |
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
|
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
| Sales Commissions |
$0
|
USD |
|
| Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified
from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
| X |
I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf. |
| Issuer |
Signature |
Name of Signer |
Title |
Date |
| PINNACLE ENTERTAINMENT INC |
John A. Godfrey |
John A. Godfrey |
Ex VP and Secretary |
2009-08-20 |
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 number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets
Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to
require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes
of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot
routinely require offering materials under this undertaking or otherwise and can require offering materials only to the
extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.