S-3/A 1 ds3a.htm FORM S-3 POST EFFECTIVE AMENDMENT NO.1 Form S-3 Post Effective Amendment No.1

As filed with the Securities and Exchange Commission on November 16, 2004

Registration No. 333-90426

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

FILED PURSUANT TO RULE 462(d) TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PINNACLE ENTERTAINMENT, INC.

and Additional Subsidiary Guarantor Registrants

(See Table of Other Registrants Below)

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   95-3667491

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

 

3800 Howard Hughes Parkway

Las Vegas, Nevada 89109

(702) 784-7777

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

 

 

John A. Godfrey, Esq.

Pinnacle Entertainment, Inc.

3800 Howard Hughes Parkway,

Las Vegas, Nevada 89109

(702) 784-7777

(Name, Address, Including Zip Code, and Telephone

Number, Including Area Code, of Agent for Service)

 

 

COPY TO:

 

Alvin G. Segel, Esq.

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

(310) 277-1010

 

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC:    From time to time after this Registration Statement becomes effective.

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                 

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

 

 

OTHER REGISTRANTS

 

Exact Name of Registrant

as Specified in its Charter

   

State or Other Jurisdiction

of Incorporation or Organization

   

I.R.S. Employer

Identification Number

Belterra Resort Indiana, LLC

    Nevada    93-1199012

Biloxi Casino Corp.

    Mississippi    64-0814408

Boomtown, LLC

    Delaware    94-3044204

PNK (Reno), LLC

    Nevada    88-0101849

Casino Magic Corp.

    Minnesota    64-0817483

Casino One Corporation

    Mississippi    64-0814345

Crystal Park Hotel and Casino Development Company, LLC

    California    95-4595453

HP/Compton, Inc.

    California    95-4545471

Louisiana-I Gaming, a Louisiana Partnership in Commendam

    Louisiana    72-1238179

OGLE HAUS, LLC

    Indiana    35-2084979

PNK (Bossier City), Inc.

    Louisiana    64-0878110

PNK (LAKE CHARLES), L.L.C.

    Louisiana    02-0614452

PNK Development 1, Inc.

    Delaware    46-0486393

PNK Development 2, Inc.

    Delaware    46-0486395

PNK Development 3, Inc.

    Delaware    46-0486396

St. Louis Casino Corp.

    Missouri    64-0836600

 

 

Explanatory Note

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333- 90426) as initially filed by Pinnacle Entertainment, Inc. on June 13, 2002, and as amended on June 24, 2002, August 6, 2002, August 27, 2002, October 8, 2002 and October 16, 2002, is filed pursuant to Rule 462(d) solely to add certain exhibits not previously filed with respect to the Registration Statement.

 

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

 

Exhibit
Number
     

Description of Exhibit

4.1 *   

Amended and Restated Articles of Organization of Belterra Resort Indiana, LLC.

4.2 *   

Amended and Restated Operating Agreement of Belterra Resort Indiana, LLC.

4.3 *   

Indenture governing 8.25% Senior Subordinated Notes due 2012 dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York.

4.4 *   

Form of First Supplemental Indenture to Indenture governing 8.25% Senior Subordinated Notes due 2012.

24.1 *   

Power of Attorney.

*   Filed herewith.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PINNACLE ENTERTAINMENT, INC.,

a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

*

Stephen H. Capp

   

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

*

John V. Giovenco

   

Director

*

Richard J. Goeglein

   

Director

*

Bruce A. Leslie

   

Director

*

James L. Martineau

   

Director

*

Michael Ornest

   

Director

*

Timothy J. Parrot

   

Director

*

Lynn P. Reitnouer

   

Director

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

BELTERRA RESORT INDIANA, LLC,

a Nevada limited liability company

By:

       its Managing Member
   

    PINNACLE ENTERTAINMENT, INC.,

    a Delaware Corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.

*

John V. Giovenco

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Richard J. Goeglein

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Bruce A. Leslie

   

Director of PINNACLE ENTERTAINMENT, INC.

*

James L. Martineau

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Michael Ornest

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Timothy J. Parrot

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Lynn P. Reitnouer

   

Director of PINNACLE ENTERTAINMENT, INC.

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

BILOXI CASINO CORP.,

a Mississippi corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

BOOMTOWN, LLC,

a Delaware limited liability company

By:

       its Sole Member
   

    PINNACLE ENTERTAINMENT, INC.,

    a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC. and Chief Executive Officer and President of BOOMTOWN, LLC (Principal Executive Officer)

*

John V. Giovenco

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Richard J. Goeglein

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Bruce A. Leslie

   

Director of PINNACLE ENTERTAINMENT, INC.

*

James L. Martineau

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Michael Ornest

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Timothy J. Parrot

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Lynn P. Reitnouer

   

Director of PINNACLE ENTERTAINMENT, INC.

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK (RENO), LLC,

a Nevada limited liability company

By:

       its Sole Member
   

    PINNACLE ENTERTAINMENT, INC.,

    a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC. and Chief Executive Officer and President of PNK (RENO), LLC (Principal Executive Officer)

*

John V. Giovenco

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Richard J. Goeglein

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Bruce A. Leslie

   

Director of PINNACLE ENTERTAINMENT, INC.

*

James L. Martineau

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Michael Ornest

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Timothy J. Parrot

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Lynn P. Reitnouer

   

Director of PINNACLE ENTERTAINMENT, INC.

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

CASINO MAGIC CORP.,

a Minnesota corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Chief Financial Officer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

CASINO ONE CORPORATION,

a Mississippi corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

CRYSTAL PARK HOTEL AND CASINO

DEVELOPMENT COMPANY, LLC,

a California limited liability company

By:

       its Manager
   

    HP/COMPTON, INC.,

    a California corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

/s/    Daniel R. Lee        

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President of HP/COMPTON, INC.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

HP/COMPTON, INC.,

a California corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Chief Financial Officer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

LOUISIANA-I GAMING, a Louisiana

Partnership in Commendam

By:

       its General Partner
   

    BOOMTOWN, LLC,

    a Delaware limited liability company

By:

       its Sole Member
   

    PINNACLE ENTERTAINMENT, INC.,

    a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.

*

John V. Giovenco

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Richard J. Goeglein

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Bruce A. Leslie

   

Director of PINNACLE ENTERTAINMENT, INC.

*

James L. Martineau

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Michael Ornest

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Timothy J. Parrot

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Lynn P. Reitnouer

   

Director of PINNACLE ENTERTAINMENT, INC.

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK (BOSSIER CITY), INC.,

a Louisiana corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive

Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK (LAKE CHARLES), L.L.C.,

a Louisiana limited liability company

By:

  

its Manager

 

PINNACLE ENTERTAINMENT, INC.,

a Delaware Corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board and

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Director, Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.

*

John V. Giovenco

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Richard J. Goeglein

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Bruce A. Leslie

   

Director of PINNACLE ENTERTAINMENT, INC.

*

James L. Martineau

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Michael Ornest

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Timothy J. Parrot

   

Director of PINNACLE ENTERTAINMENT, INC.

*

Lynn P. Reitnouer

   

Director of PINNACLE ENTERTAINMENT, INC.

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK DEVELOPMENT 1, INC.,

a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board, Chief Executive Officer

and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK DEVELOPMENT 2, INC.,

a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board,

Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

PNK DEVELOPMENT 3, INC.,

a Delaware corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board,

Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)

*

Stephen H. Capp

   

Treasurer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on the 15th day of November, 2004.

 

ST. LOUIS CASINO CORP.,

a Missouri Corporation

By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Chairman of the Board,

Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 15, 2004 in the capacities indicated below.

 

Signature

   

Title

*

Daniel R. Lee

   

Sole Director, Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)

*

Stephen H. Capp

   

Chief Financial Officer (Principal Financial and Accounting Officer)

* By:

  

/s/    Daniel R. Lee        

   

Daniel R. Lee

Attorney-in-Fact

EXHIBIT INDEX

 

Exhibit
Number
     

Description of Exhibit

4.1 *   

Amended and Restated Articles of Organization of Belterra Resort Indiana, LLC.

4.2 *   

Amended and Restated Operating Agreement of Belterra Resort Indiana, LLC.

4.3 *   

Indenture governing 8.25% Senior Subordinated Notes due 2012 dated as of March 15, 2004 by and among Pinnacle Entertainment, Inc., the guarantors identified therein and The Bank of New York.

4.4 *   

Form of First Supplemental Indenture to Indenture governing 8.25% Senior Subordinated Notes due 2012.

24.1 *   

Power of Attorney.

*   Filed herewith.